AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2001

                                                     REGISTRATION NO. 333-______

================================================================================

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

                         ------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         ------------------------------

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

           DELAWARE                                              36-2443580
(State or other jurisdiction    1101 South Third Street       (I.R.S. Employer
    of Incorporation or       Minneapolis, Minnesota 55415   Identification No.)
       organization)           Telephone (612) 332-7371
                               Facsimile (612) 375-7313
                       (Address of principal executive offices)

                         ------------------------------

                             1991 STOCK OPTION PLAN
                                       AND
                            2001 STOCK INCENTIVE PLAN

                            (Full title of the Plans)

                         ------------------------------

                                    Rolf Engh
                             Senior Vice President,
                          General Counsel and Secretary
                             The Valspar Corporation
                             1101 South Third Street
                          Minneapolis, Minnesota 55415
                                 (612) 332-7371
                     (Name and address of agent for service)

                                    Copy to:

                            Martin R. Rosenbaum, Esq.
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 672-8397

                         ------------------------------

<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                   PROPOSED
                                              PROPOSED MAXIMUM      MAXIMUM
                 TITLE OF                       AMOUNT TO BE     OFFERING PRICE       AGGREGATE            AMOUNT OF
        SECURITIES TO BE REGISTERED            REGISTERED(1)      PER SHARE(2)    OFFERING PRICE(2)   REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>             <C>                   <C>
Common Stock, par value $.50 per share......     9,000,000          $35.475         $106,425,000          $26,606.25
=========================================================================================================================
</TABLE>

<PAGE>


(1)      Includes 8,000,000 shares offered pursuant to the 1991 Stock Option
         Plan and 1,000,000 shares offered pursuant to the 2001 Stock Incentive
         Plan.

(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the Registrant's Common Stock on August 14, 2001, as reported
         on the New York Stock Exchange.

(3)      Registration fees are being paid with respect to an aggregate of
         3,000,000 shares, consisting of 2,000,000 shares under the 1991 Stock
         Option Plan and 1,000,000 shares under the 2001 Stock Incentive Plan.
         Registration fees were previously paid with respect to 6,000,000 shares
         under the 1991 Stock Option Plan: 2,000,000 shares were registered on
         Form S-8 (No. 33-39258), filed March 4, 1991 (adjusted to reflect an
         additional 500,000 shares and 1,000,000 shares deemed registered
         pursuant to Rule 416 as a result of two-for-one stock splits effective
         in March 1992 and March 1997, respectively), an additional 1,000,000
         shares were registered on Form S-8 (File No. 333-29979), filed with the
         Commission on June 25, 1997, an additional 1,000,000 shares were
         registered on Form S-8 (File No. 333-46865), filed with the Commission
         on February 25, 1998, and an additional 2,000,000 shares were
         registered on Form S-8 (File No. 333-87385) file with the Commission on
         September 20, 1999. In connection with this filing, the fee is being
         paid only with respect to the 3,000,000 shares being registered hereby.

<PAGE>


                          INCORPORATION OF CONTENTS OF
                      REGISTRATION STATEMENTS BY REFERENCE

         A Registration Statement on Form S-8 (File No. 33-39258) was filed with
the Securities and Exchange Commission on March 4, 1991 covering the
registration of 500,000 shares initially authorized for issuance under the
Company's 1991 Stock Option Plan (the "1991 Plan") and an additional 500,000
shares and 1,000,000 shares were deemed registered pursuant to Rule 416 as a
result of two-for-one stock splits effective in March 1992 and March 1997,
respectively. A Registration Statement on Form S-8 (File No. 333-29979) was
filed with the Commission on June 25, 1997, to register an additional 1,000,000
shares under the 1991 Plan. A Registration Statement on Form S-8 (File No.
333-46856) was filed with the Commission on February 25, 1998 to register an
additional 1,000,000 shares under the 1991 Plan. A Registration Statement on
Form S-8 (File No. 333-87385) was filed with the Commission on September 20,
1999 to register an additional 2,000,000 shares under the 1991 Plan. Pursuant to
Rule 429 and General Instruction E of Form S-8, this Registration Statement is
being filed to register an additional 2,000,000 shares authorized under the 1991
Plan. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of the
aforementioned Registration Statements are incorporated herein by reference.

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.


                                       I
<PAGE>


                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a)      The Annual Report of the Company on Form 10-K for the fiscal
                  year ended October 27, 2000;

         (b)      The Definitive Proxy Statement dated January 26, 2001 for the
                  Annual Meeting of Stockholders held on February 28, 2001;

         (c)      Quarterly reports on Form 10-Q for the quarters ended January
                  26, 2001 and April 27, 2001;

         (d)      Current report on Form 8-K dated January 4, 2001, and
                  Amendment on Form 8-K/A dated February 9, 2001;

         (e)      The description of the Company's common share purchase rights
                  as set forth in Form 8-A filed May 3, 2000; and

         (f)      The description of the Company's capital stock as set forth in
                  the Company's Form S-2 Registration Statement (File No.
                  2-82000), declared effective March 9, 1983.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under provisions of the By-Laws of the Registrant, directors and
officers will be indemnified for any and all judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys fees, in connection with
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action arising by or in
the right of the Registrant), if such director or officer has been wholly
successful on the merits or otherwise, or is found to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition, directors and officers will be indemnified for reasonable expenses
in connection with threatened, pending or completed actions or suits by or in
the right of the Registrant if such director or officer has been wholly
successful on the merits or otherwise, or is found to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, except in the case of certain findings by a
court that such person is liable for negligence or misconduct in his or her duty
to the Registrant unless such court or the Delaware Court of Chancery also finds
that such person is nevertheless fairly and reasonably entitled to indemnity.
The Registrant's Certificate of Incorporation also eliminates the liability of
directors of the Registrant for monetary damages to the fullest extent
permissible under Delaware law.


                                      II-1
<PAGE>

         Section 145 of the Delaware General Corporation Law provides the
following:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense which the Court of Chancery or
such other court shall deem proper.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      Exhibit
      -------

         4.1      The Valspar Corporation 1991 Stock Option Plan, as amended
                  December 11, 1996, December 16, 1998 and September 20, 1999
                  (incorporated by reference to Exhibit 10(d) to the
                  Registrant's Form 10-K for the year ended October 30, 1999,
                  filed with the Commission on January 21, 2000).

         4.2      The Valspar Corporation 2001 Stock Incentive Plan
                  (incorporated by reference to Exhibit 10(b) to the
                  Registrant's Form 10-Q for the Quarter ended April 27, 2001
                  filed with the Commission on June 11, 2001).

         5.1      Opinion and Consent of Maslon Edelman Borman & Brand, LLP as
                  to the legality of the securities being registered

         23.1     Consent of Maslon Edelman Borman & Brand, LLP (included in
                  Exhibit 5.1)


                                      II-2
<PAGE>


         23.2     Consent of Ernst & Young LLP, independent public accountants

         23.3     Consent of Ernst & Young LLP, independent public accountants

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the 15th
day of August, 2001.

                             THE VALSPAR CORPORATION


                             By: /s/Rolf Engh
                                ------------------------------------------------
                                 Rolf Engh, Secretary


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of The Valspar Corporation, a Delaware corporation (the "Corporation"),
does hereby make, constitute and appoint Richard M. Rompala and Rolf Engh or
either of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as director and/or officer of
the Corporation to one or more Registration Statements, on Form S-8, or other
applicable forms, and all amendments, including post-effective amendments,
thereto, to be filed by the Corporation with the Securities and Exchange
Commission ("SEC") in connection with the registration under the Securities Act
of 1933, as amended, of debt securities or other securities of the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with the SEC.

         The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted. This Power of Attorney shall remain in effect until revoked in writing
by the undersigned.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

NAME                      TITLE                                  DATE
----                      -----                                  ----

/s/Richard M. Rompala     Chairman of the Board, President and   August 15, 2001
-----------------------    Chief Executive Officer (Principal
Richard M. Rompala         Executive Officer)

/s/Paul C. Reyelts        Senior Vice President and Chief        August 15, 2001
-----------------------    Financial Officer (Principal
Paul C. Reyelts            Financial Officer)

/s/Lori A. Walker         Vice President and Controller          August 15, 2001
-----------------------    (Principal Accounting Officer)
Lori A. Walker

/s/Susan S. Boren         Director                               August 15, 2001
-----------------------
Susan S. Boren


                                      II-4
<PAGE>


/s/Jeffrey H. Curler      Director                               August 15, 2001
-----------------------
Jeffrey H. Curler

/s/Charles W. Gaillard    Director                               August 15, 2001
-----------------------
Charles W. Gaillard

/s/Thomas R. McBurney     Director                               August 15, 2001
-----------------------
Thomas R. McBurney

/s/Gregory R. Palen       Director                               August 15, 2001
-----------------------
Gregory R. Palen

/s/Lawrence Perlman       Director                               August 15, 2001
-----------------------
Lawrence Perlman

/s/Edward B. Pollak       Director                               August 15, 2001
-----------------------
Edward B. Pollak

/s/Michael P. Sullivan    Director                               August 15, 2001
-----------------------
Michael P. Sullivan

/s/Richard L. White       Director                               August 15, 2001
-----------------------
Richard L. White


                                      II-5
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                             Description
-----------                             -----------

    5.1           Opinion and Consent of Maslon Edelman Borman & Brand, LLP as
                   to the legality of the securities being registered

   23.1           Consent of Maslon Edelman Borman & Brand, LLP (included in
                   Exhibit 5.1)

   23.2           Consent of Ernst & Young LLP, independent auditors

   23.3           Consent of Ernst & Young LLP, independent auditors


                                      II-6
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{"company-data": {"conformed-name": "VALSPAR CORP", "cik": "0000102741", "assigned-sic": "2851", "irs-number": "362443580", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67668", "film-number": "1716691"}, "business-address": {"street1": "1101 THIRD ST SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55415", "phone": "6123327371"}, "mail-address": {"street1": "1101 THIRD STREET SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55415"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2001

                                                     REGISTRATION NO. 333-______

================================================================================

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

                         ------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         ------------------------------

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

           DELAWARE                                              36-2443580
(State or other jurisdiction    1101 South Third Street       (I.R.S. Employer
    of Incorporation or       Minneapolis, Minnesota 55415   Identification No.)
       organization)           Telephone (612) 332-7371
                               Facsimile (612) 375-7313
                       (Address of principal executive offices)

                         ------------------------------

                             1991 STOCK OPTION PLAN
                                       AND
                            2001 STOCK INCENTIVE PLAN

                            (Full title of the Plans)

                         ------------------------------

                                    Rolf Engh
                             Senior Vice President,
                          General Counsel and Secretary
                             The Valspar Corporation
                             1101 South Third Street
                          Minneapolis, Minnesota 55415
                                 (612) 332-7371
                     (Name and address of agent for service)

                                    Copy to:

                            Martin R. Rosenbaum, Esq.
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 672-8397

                         ------------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                   PROPOSED
                                              PROPOSED MAXIMUM      MAXIMUM
                 TITLE OF                       AMOUNT TO BE     OFFERING PRICE       AGGREGATE            AMOUNT OF
        SECURITIES TO BE REGISTERED            REGISTERED(1)      PER SHARE(2)    OFFERING PRICE(2)   REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.50 per share......     9,000,000          $35.475         $106,425,000          $26,606.25
=========================================================================================================================
(1)      Includes 8,000,000 shares offered pursuant to the 1991 Stock Option
         Plan and 1,000,000 shares offered pursuant to the 2001 Stock Incentive
         Plan.

(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the Registrant's Common Stock on August 14, 2001, as reported
         on the New York Stock Exchange.

(3)      Registration fees are being paid with respect to an aggregate of
         3,000,000 shares, consisting of 2,000,000 shares under the 1991 Stock
         Option Plan and 1,000,000 shares under the 2001 Stock Incentive Plan.
         Registration fees were previously paid with respect to 6,000,000 shares
         under the 1991 Stock Option Plan: 2,000,000 shares were registered on
         Form S-8 (No. 33-39258), filed March 4, 1991 (adjusted to reflect an
         additional 500,000 shares and 1,000,000 shares deemed registered
         pursuant to Rule 416 as a result of two-for-one stock splits effective
         in March 1992 and March 1997, respectively), an additional 1,000,000
         shares were registered on Form S-8 (File No. 333-29979), filed with the
         Commission on June 25, 1997, an additional 1,000,000 shares were
         registered on Form S-8 (File No. 333-46865), filed with the Commission
         on February 25, 1998, and an additional 2,000,000 shares were
         registered on Form S-8 (File No. 333-87385) file with the Commission on
         September 20, 1999. In connection with this filing, the fee is being
         paid only with respect to the 3,000,000 shares being registered hereby.
INCORPORATION OF CONTENTS OF
                      REGISTRATION STATEMENTS BY REFERENCE

         A Registration Statement on Form S-8 (File No. 33-39258) was filed with
the Securities and Exchange Commission on March 4, 1991 covering the
registration of 500,000 shares initially authorized for issuance under the
Company's 1991 Stock Option Plan (the "1991 Plan") and an additional 500,000
shares and 1,000,000 shares were deemed registered pursuant to Rule 416 as a
result of two-for-one stock splits effective in March 1992 and March 1997,
respectively. A Registration Statement on Form S-8 (File No. 333-29979) was
filed with the Commission on June 25, 1997, to register an additional 1,000,000
shares under the 1991 Plan. A Registration Statement on Form S-8 (File No.
333-46856) was filed with the Commission on February 25, 1998 to register an
additional 1,000,000 shares under the 1991 Plan. A Registration Statement on
Form S-8 (File No. 333-87385) was filed with the Commission on September 20,
1999 to register an additional 2,000,000 shares under the 1991 Plan. Pursuant to
Rule 429 and General Instruction E of Form S-8, this Registration Statement is
being filed to register an additional 2,000,000 shares authorized under the 1991
Plan. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of the
aforementioned Registration Statements are incorporated herein by reference.

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                       I
PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a)      The Annual Report of the Company on Form 10-K for the fiscal
                  year ended October 27, 2000;

         (b)      The Definitive Proxy Statement dated January 26, 2001 for the
                  Annual Meeting of Stockholders held on February 28, 2001;

         (c)      Quarterly reports on Form 10-Q for the quarters ended January
                  26, 2001 and April 27, 2001;

         (d)      Current report on Form 8-K dated January 4, 2001, and
                  Amendment on Form 8-K/A dated February 9, 2001;

         (e)      The description of the Company's common share purchase rights
                  as set forth in Form 8-A filed May 3, 2000; and

         (f)      The description of the Company's capital stock as set forth in
                  the Company's Form S-2 Registration Statement (File No.
                  2-82000), declared effective March 9, 1983.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under provisions of the By-Laws of the Registrant, directors and
officers will be indemnified for any and all judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys fees, in connection with
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action arising by or in
the right of the Registrant), if such director or officer has been wholly
successful on the merits or otherwise, or is found to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition, directors and officers will be indemnified for reasonable expenses
in connection with threatened, pending or completed actions or suits by or in
the right of the Registrant if such director or officer has been wholly
successful on the merits or otherwise, or is found to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, except in the case of certain findings by a
court that such person is liable for negligence or misconduct in his or her duty
to the Registrant unless such court or the Delaware Court of Chancery also finds
that such person is nevertheless fairly and reasonably entitled to indemnity.
The Registrant's Certificate of Incorporation also eliminates the liability of
directors of the Registrant for monetary damages to the fullest extent
permissible under Delaware law.

                                      II-1
Section 145 of the Delaware General Corporation Law provides the
following:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense which the Court of Chancery or
such other court shall deem proper.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      Exhibit
      -------

         4.1      The Valspar Corporation 1991 Stock Option Plan, as amended
                  December 11, 1996, December 16, 1998 and September 20, 1999
                  (incorporated by reference to Exhibit 10(d) to the
                  Registrant's Form 10-K for the year ended October 30, 1999,
                  filed with the Commission on January 21, 2000).

         4.2      The Valspar Corporation 2001 Stock Incentive Plan
                  (incorporated by reference to Exhibit 10(b) to the
                  Registrant's Form 10-Q for the Quarter ended April 27, 2001
                  filed with the Commission on June 11, 2001).

         5.1      Opinion and Consent of Maslon Edelman Borman & Brand, LLP as
                  to the legality of the securities being registered

         23.1     Consent of Maslon Edelman Borman & Brand, LLP (included in
                  Exhibit 5.1)

                                      II-2
23.2     Consent of Ernst & Young LLP, independent public accountants

         23.3     Consent of Ernst & Young LLP, independent public accountants

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and the State of Minnesota, on the 15th
day of August, 2001.

                             THE VALSPAR CORPORATION

                             By: /s/Rolf Engh
                                ------------------------------------------------
                                 Rolf Engh, Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of The Valspar Corporation, a Delaware corporation (the "Corporation"),
does hereby make, constitute and appoint Richard M. Rompala and Rolf Engh or
either of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as director and/or officer of
the Corporation to one or more Registration Statements, on Form S-8, or other
applicable forms, and all amendments, including post-effective amendments,
thereto, to be filed by the Corporation with the Securities and Exchange
Commission ("SEC") in connection with the registration under the Securities Act
of 1933, as amended, of debt securities or other securities of the Corporation,
and to file the same, with all exhibits thereto and other supporting documents,
with the SEC.

         The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted. This Power of Attorney shall remain in effect until revoked in writing
by the undersigned.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

NAME                      TITLE                                  DATE
----                      -----                                  ----

/s/Richard M. Rompala     Chairman of the Board, President and   August 15, 2001
-----------------------    Chief Executive Officer (Principal
Richard M. Rompala         Executive Officer)

/s/Paul C. Reyelts        Senior Vice President and Chief        August 15, 2001
-----------------------    Financial Officer (Principal
Paul C. Reyelts            Financial Officer)

/s/Lori A. Walker         Vice President and Controller          August 15, 2001
-----------------------    (Principal Accounting Officer)
Lori A. Walker

/s/Susan S. Boren         Director                               August 15, 2001
-----------------------
Susan S. Boren

                                      II-4
/s/Jeffrey H. Curler      Director                               August 15, 2001
-----------------------
Jeffrey H. Curler

/s/Charles W. Gaillard    Director                               August 15, 2001
-----------------------
Charles W. Gaillard

/s/Thomas R. McBurney     Director                               August 15, 2001
-----------------------
Thomas R. McBurney

/s/Gregory R. Palen       Director                               August 15, 2001
-----------------------
Gregory R. Palen

/s/Lawrence Perlman       Director                               August 15, 2001
-----------------------
Lawrence Perlman

/s/Edward B. Pollak       Director                               August 15, 2001
-----------------------
Edward B. Pollak

/s/Michael P. Sullivan    Director                               August 15, 2001
-----------------------
Michael P. Sullivan

/s/Richard L. White       Director                               August 15, 2001
-----------------------
Richard L. White

                                      II-5
EXHIBIT INDEX

Exhibit No.                             Description
-----------                             -----------

    5.1           Opinion and Consent of Maslon Edelman Borman & Brand, LLP as
                   to the legality of the securities being registered

   23.1           Consent of Maslon Edelman Borman & Brand, LLP (included in
                   Exhibit 5.1)

   23.2           Consent of Ernst & Young LLP, independent auditors

   23.3           Consent of Ernst & Young LLP, independent auditors

                                      II-6