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[LOGO]                                                           EXHIBIT 99.2

THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
Phone:  (216) 566-2101

John G. Breen
Chairman and Chief Executive Officer

May 9, 1997

Dear Shareholder:

On April 23, 1997, the Board of Directors of The Sherwin-Williams Company
adopted a new shareholder rights plan to replace the original shareholder rights
plan in effect since January 25, 1989. The Board of Directors adopted the new
rights plan to protect your interests in the event that the Company is  
confronted with coercive, unfair or inadequate takeover bids.

The rights being granted under the new rights plan are designed to assure that
all of the Company's shareholders receive fair and equitable treatment in any
unsolicited bid for the Company. The rights are not intended to preclude
legitimate offers to acquire the Company; however, they are intended to
encourage anyone seeking to acquire the Company to negotiate with the Board of
Directors prior to attempting a takeover. The new rights plan was not adopted in
response to any specific takeover threat.

Under the new rights plan, shareholders of record on May 6, 1997 shall receive a
dividend of one right for each share of Sherwin-Williams common stock. Rights
granted to you as a record holder of the Company's common stock on May 6, 1997
initially will be represented by, and will trade together with, the common
stock. A brief description of the rights and the new rights plan accompanies
this letter.

Adoption of the new rights plan and the issuance of the rights do not affect the
financial strength of the Company or the reported earnings per share, are not
taxable to the shareholders or to the Company, and will not be dilutive.

In connection with the adoption of the new rights plan, the Board of Directors
has ordered, effective April 23, 1997, the redemption of the rights outstanding
under the original rights plan. All shareholders of record on May 6, 1997 will
receive the redemption price of $.01 per right. As a result of stock splits
effected since the adoption of the original rights plan, this redemption price
translates to $.0025 per share of common stock outstanding as of the record
date. Payment of the redemption price will be included with your regular
dividend payable on June 6, 1997. The redemption is being treated as a dividend
by the Company for tax purposes and will be reported on your Form 1099 at the
end of the year.

The Board of Directors believes that the new rights plan represents a prudent
means of addressing the current takeover climate and enabling the Board of
Directors to ensure that you as a shareholder of Sherwin-Williams are treated
fairly. The adoption of the new rights plan is consistent with our goal to focus
on creating long-term value for our shareholders and is designed to preserve the
full value of your investment in Sherwin-Williams. The new rights plan and the
rights are described in detail in the enclosed Summary of Rights to Purchase
Preferred Stock. Please review this summary carefully.

Very truly yours,




Enc.

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                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

         The Board of Directors of The Sherwin-Williams Company
("Sherwin-Williams"), on April 23, 1997, declared a dividend distribution
consisting of one right (a "Right") to purchase one one-hundredth (1/l00) of a
share of Cumulative Redeemable Serial Preferred Stock, without par value, of
Sherwin-Williams ("Preferred Stock"), for each share of common stock, $1.00 par
value, of Sherwin-Williams ("Common Stock") outstanding as of March 6, 1997 (the
"Record Date"). When exercisable, each Right entitles the registered holder to
purchase one one-hundredth (1/l00) of a share of the Preferred Stock for one
hundred ten dollars ($110.00), subject to adjustment (the "Purchase Price").

         The Rights will become exercisable after the "Distribution Date" which
shall be the earlier of: (1) the first date of public announcement by
Sherwin-Williams that a person or group of affiliated persons ("Acquiring
Person") has become the beneficial owner of ten percent (10%) or more (fifteen
percent (15%) or more in the case of any person or group of affiliated persons
who has reported or may report such ownership on Schedule 13G under the
Securities Exchange Act of 1934, as amended) of the outstanding Common Stock, or
(2) ten business days, or such later date as specified by the Board of
Directors, after the commencement of a tender offer or exchange offer by a
person or group of affiliated persons that would result in such person or a
group of affiliated persons beneficially owning ten percent (10%) or more of the
outstanding Common Stock.

         Until the Rights become exercisable, the Rights will (1) be evidenced
by the certificates representing shares of Common Stock, (2) trade with the
Common Stock, and any transfer of shares of Common Stock will also constitute a
transfer of the associated Rights, and (3) be surrendered for transfer with any
shares of Common Stock, with which such Rights are associated, surrendered for
transfer. Prior to the Distribution Date (or, if earlier, the expiration,
redemption or exchange of the Rights as described below), share certificates
issued after the Record Date upon the transfer or new issuance of Common Stock
shall reference the Rights by appropriate notation. When the Rights become
exercisable, they will detach and trade separately from the shares of Common
Stock. As soon as practicable thereafter, separate certificates representing the
Rights will be mailed to registered holders.

         The Rights will "flip-in" and entitle the holder to purchase at the
Purchase Price that number of shares of Common Stock having a market value of
two times such Purchase Price (or, under certain circumstances, an amount of
cash equal to two times such Purchase Price) upon the occurrence of any or all
of the following events: (1) a person or group of affiliated persons becomes an
Acquiring Person; (2) an Acquiring Person engages in certain self-dealing
transactions with Sherwin-Williams; or (3) Sherwin-Williams consummates a
capital restructuring that has the effect of increasing by more than one percent
(1%) the proportionate share of the


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equity of Sherwin-Williams or a subsidiary thereof owned by an Acquiring Person.
Upon the occurrence of any of the events listed in clauses (1) through (3) (or
the Distribution Date, if earlier), Rights held by an Acquiring Person (from and
after the date upon which the Acquiring Person became such) shall become null
and void and nontransferable.

         If (1) Sherwin-Williams is acquired in a merger or other business
combination by an Acquiring Person and Sherwin-Williams is not the surviving
corporation, (2) an Acquiring Person merges with Sherwin-Williams and
Sherwin-Williams is the surviving corporation, but its shares of Common Stock
are changed or exchanged, or (3) fifty percent (50%) or more of its assets or
earning power are sold to an Acquiring Person, then each of the Rights will
"flip-over" and will entitle the holder to purchase that number of shares of
common or other capital stock of the acquiring entity which at the time of such
transaction would have a market value of two times the Purchase Price (or, under
certain circumstances, an amount of cash equal to two times such Purchase
Price). Upon the occurrence of any such event (or the Distribution Date, if
earlier), Rights held by the Acquiring Person (from and after the date upon
which the Acquiring Person became such) engaging in the transactions set forth
in the preceding sentence shall become null and void and nontransferable.

         At any time after a person or group of affiliated persons becomes an
Acquiring Person and until any person or group of affiliated persons
beneficially owns 50% or more of the then-outstanding Common Stock, the Board of
Directors may exchange all or part of the then-outstanding Rights for shares of
Common Stock at an exchange ratio of one share of Common Stock per one Right. In
such event, the right to exercise the Rights terminates and the only right
thereafter of a holder of such Rights shall be to receive that number of shares
of Common Stock equal to the number of such Rights held by such holder
multiplied by the exchange ratio.

         The Purchase Price and the number of shares of Preferred Stock or
Common Stock (or common shares of an acquiror) to be purchased or received upon
exercise or exchange of the Rights are subject to adjustment from time to time.

         The Board of Directors may redeem the Rights in whole, but not in part,
at a price of $.005 per Right (the "Redemption Price") at any time prior to the
earlier of: (1) the first date of public announcement by Sherwin-Williams that
an Acquiring Person has become an Acquiring Person; or (2) April 22, 2007 (the
"Final Expiration Date").

         The terms of the Rights are set forth in a Rights Agreement between
Sherwin-Williams and KeyBank National Association (the "Rights Agent"). Prior to
the date the Rights cease to be redeemable, the provisions of the Rights
Agreement may be supplemented or amended by the Board of Directors and the
Rights Agent, without the approval of any holders of the Rights or Common Stock,
in any manner, except for a supplement or amendment which decreases the stated
Redemption Price to an amount less than $.005 per Right. From and after the date
the Rights cease to be redeemable, the Rights Agreement may be supplemented or
amended without the approval of any holders of the Rights or Common Stock to (1)
cure any ambiguity, (2) correct or supplement defective or inconsistent
provisions, (3) shorten or lengthen any time period under the Rights Agreement,
or (4) supplement or amend any other provision as the Board of Directors


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may deem necessary or desirable, provided, that such supplement or amendment
shall not decrease the stated Redemption Price to an amount less than $.005 per
Right or otherwise adversely affect the interests of the Rights holders.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
April 24, 1997. A copy of the Rights Agreement is available from
Sherwin-Williams free of charge upon the written request therefor. This summary
of the Rights is intended only as a summary and is qualified in its entirety by
reference to the Rights Agreement.