UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (date of earliest event reported):    November 22, 2004

THE VALSPAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		1-3011		36-2443580
(State or other		(Commission		(I.R.S. Employer
jurisdiction of incorporation)		File Number)		Identification No.)
1101 Third Street South, Minneapolis, Minnesota				55415
(Address of principal executive offices)				(Zip Code)
(612) 332-7371
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

        On November 22, 2004, the Company issued the press release attached as Exhibit 99.1, which sets out the Company’s results of operations for the fourth quarter of fiscal 2004 and for the full year.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

99.1

Fourth Quarter Earnings Press Release dated November 22, 2004

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		THE VALSPAR CORPORATION
Dated: November 22, 2004		By:		/s/   Rolf Engh
				Name: Rolf Engh
				Title: Secretary

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