Mail Stop 7010

									January 9, 2006

Rolf Engh, General Counsel
The Valspar Corporation
1101 Third Street South
Minneapolis, Minnesota 55415


Re:	The Valspar Corporation
	Form 10-K for fiscal year ended October 29, 2004
      Draft Supplemental Response
      Submitted December 29, 2005

Dear Mr. Engh:

      We have reviewed your supplemental correspondence and have
the
following comments.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Form 10-K for the fiscal year ended October 29, 2004
MD&A, Operations

1. We reviewed your proposed disclosure related to prior comment 5
in
our letter dated December 8, 2005.  Please revise your proposed
disclosure to include a more specific and comprehensive
explanation
of the results of your "other" segment, including the impact of
furniture protection plans and other product lines.

2. We reviewed your responses to prior comments 6 and 7 in our
letter
dated December 8, 2005.  Please help us understand the specific
facts
and circumstances that occurred in FY 2005 and resulted in the
additional material change in estimate related to warranty claims
on
furniture protection plans.  Please provide us additional
information
related to the sales commissions that you incur when you sell
furniture protection plans including: who you pay and why
classification in selling and administrative expense is
appropriate.
In addition, please revise your proposed disclosure under critical
accounting policies to include a more specific and comprehensive
explanation of the significant assumptions you used to estimate
your
liability for claims under furniture protection plans during each
period, similar to the information that you provided in your
supplemental response.  Please be advised that based on the impact
that your estimates related to furniture protection plans have had
on
trends in net income, it appears to us that these additional
disclosures should be provided before the registration statements
is
declared effective.

Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  You may contact Patricia Armelin,
Staff
Accountant, at (202) 551-3747 or Anne McConnell, Senior
Accountant,
at (202) 551-3709 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka, Staff Attorney, at (202) 551-3729 or in his absence Chris
Edwards, Special Counsel, at (202) 551-3742 with any other
questions.

									Sincerely,


								Assistant Director
								Pamela A. Long

CC:	Martin R. Rosenbaum, Esq.
	(612) 642-8326
Rolf Engh, General Counsel
The Valspar Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE