Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hendrickson Gary E
   2. Issuer Name and Ticker or Trading Symbol
VALSPAR CORP [VAL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP
(Last)
(First)
(Middle)
1101 THIRD STREET SOUTH		 3. Date of Earliest Transaction (Month/Day/Year)
10/19/2005
(Street)

MINNEAPOLIS, MN 55415		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
common stock               23,056 (1) D  
common stock               7,872 (1) I 401(k) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
stock option (right to buy) $ 15.625 (3)             01/08/1999 01/08/2008 common stock 3,200 (3)   3,200 (3) D  
stock option (right to buy) $ 17.5 (3)             12/16/1999 12/16/2008 common stock 5,600 (3)   5,600 (3) D  
stock option (right to buy) $ 20.125 (3)             12/15/2000 12/15/2009 common stock 9,000 (3)   9,000 (3) D  
stock option (right to buy) $ 11.82 (3)             10/18/2000 10/18/2010 common stock 42,332 (3)   42,332 (3) D  
stock option (right to buy) $ 16.8 (3)             10/17/2002 10/17/2011 common stock 30,000 (3)   30,000 (3) D  
stock option (right to buy) $ 20.65 (3)             10/16/2003 10/16/2012 common stock 25,000 (3)   25,000 (3) D  
stock option (right to buy) $ 22.1 (3)             01/09/2004 01/09/2013 common stock 27,200 (3)   27,200 (3) D  
stock option (right to buy) $ 23.94 (3)             10/15/2004 10/15/2013 common stock 20,000 (3)   20,000 (3) D  
stock option (right to buy) $ 23.34 (3)             10/13/2005 10/13/2014 common stock 20,000 (3)   20,000 (3) D  
stock option (right to buy) $ 21.57 (4) 10/19/2005   A   25,000 (4)   10/19/2006 10/19/2015 common stock 25,000 (4) (4) 25,000 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hendrickson Gary E
1101 THIRD STREET SOUTH
MINNEAPOLIS, MN 55415		       Senior VP  

Signatures

 /s/ Linda Colman, by Power of Attorney   10/20/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On September 23, 2005 the common stock of The Valspar Corporation split 2-for-1 and ownership is being adjusted to reflect the split
(2) Vested shares in Valspar ESOP 401(k) plan as of allocation date 10/29/04 being adjusted to reflect the 2 for-1 split on September 23, 2005
(3) This option was previously reported covering this grant and is being adjusted to reflect the 2-for-1 split on September 23, 2005
(4) Stock option grant, vests in one-thirds starting one year from grant date

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