SECURITIES AND EXCHANGE COMMISSION

                                 Washington, DC

                                      20549


                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


For the Nine Months                                              Commission File
Ended July 25, 2003                                              Number:  1-3011


                             THE VALSPAR CORPORATION
                             -----------------------

State of Incorporation:                                     IRS Employer ID No.:
Delaware                                                         36-2443580


                          Principal Executive Offices:

                             1101 Third Street South
                              Minneapolis, MN 55415

                         Telephone Number: 612/332-7371


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. |X| Yes |_| No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). |X| Yes |_| No

As of August 29, 2003, The Valspar Corporation had 50,630,149 shares of common
stock outstanding, excluding 9,591,163 shares held in treasury. The Company had
no other classes of stock outstanding.



                                       -1-


                             THE VALSPAR CORPORATION


                               Index to Form 10-Q
                       for the Quarter Ended July 25, 2003


PART I. FINANCIAL INFORMATION                                           Page No.
-----------------------------                                           --------

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheets - July 25, 2003,
              July 26, 2002 and October 25, 2002.......................   2 - 3

            Condensed Consolidated Statements of Income - Three months
              and nine months ended July 25, 2003 and July 26, 2002....     4

            Condensed Consolidated Statements of Cash Flows - Nine
              months ended July 25, 2003 and July 26, 2002.............     5

            Notes to Condensed Consolidated Financial Statements -
              July 25, 2003............................................   6 - 10

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations......................  10 - 12

Item 3.     Quantitative and Qualitative Disclosures about Market Risk.    12

Item 4.     Controls and Procedures....................................    12


PART II. OTHER INFORMATION
--------------------------

Item 1.     Legal Proceedings..........................................    12

Item 6.     Exhibits and Reports on Form 8-K...........................    13


SIGNATURES.............................................................    14
----------



                                       -2-

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)



                                                July 25,        July 26,      October 25,
                                                  2003            2002            2002
                                              -----------     -----------     -----------
                                              (Unaudited)     (Unaudited)        (Note)
ASSETS
------
                                                                     
CURRENT ASSETS:

   Cash and cash equivalents                  $    20,625     $    19,226     $    22,715

   Accounts receivable less allowance
    (7/25/03 - $14,611; 7/26/02 - $14,944;
    10/25/02 - $17,013)                           411,088         401,460         368,134

   Inventories:
    Manufactured products                         134,047         132,686         123,274
    Raw materials, supplies and work-
      in-process                                   74,651          79,435          77,371
                                              -----------     -----------     -----------
                                                  208,698         212,121         200,645

   Deferred income taxes                           27,958          40,345          30,498
   Prepaid expenses and other                      75,382          79,892          79,796
                                              -----------     -----------     -----------
    TOTAL CURRENT ASSETS                          743,751         753,044         701,788

GOODWILL                                          957,615         941,465         938,759
INTANGIBLES, NET                                  290,353         299,316         293,208
OTHER ASSETS, NET                                  83,016          55,860          68,333
DEFERRED INCOME TAX                                15,831              --          14,989

PROPERTY, PLANT AND EQUIPMENT                     707,727         633,047         652,164
  Less allowance for depreciation                (296,793)       (243,747)       (249,689)
                                              -----------     -----------     -----------
                                                  410,934         389,300         402,475
                                              -----------     -----------     -----------
                                              $ 2,501,500     $ 2,438,985     $ 2,419,552
                                              ===========     ===========     ===========


NOTE: The Balance Sheet at October 25, 2002 has been derived from the audited
      consolidated financial statements at that date.

See Notes to Condensed Consolidated Financial Statements.



                                       -3-

THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(DOLLARS IN THOUSANDS)



                                                July 25,        July 26,      October 25,
                                                  2003            2002            2002
                                              -----------     -----------     -----------
                                              (Unaudited)     (Unaudited)        (Note)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
                                                                     
CURRENT LIABILITIES:
   Notes payable to banks                     $    47,689     $    30,311     $    40,579
   Trade accounts payable                         201,885         208,865         197,047
   Income taxes payable                            54,032          45,360          20,998
   Accrued liabilities                            232,615         242,131         245,271
                                              -----------     -----------     -----------

     TOTAL CURRENT LIABILITIES                    536,221         526,667         503,895

LONG-TERM DEBT                                    818,104         956,666         885,819

DEFERRED INCOME TAXES                             181,700         167,971         180,592

DEFERRED LIABILITIES                              120,961          61,351         111,993

STOCKHOLDERS' EQUITY:
   Common Stock (Par Value - $.50;
   Authorized - 120,000,000 shares;
   Shares issued, including shares
   in treasury - 60,221,312)                       30,110          30,110          30,110

   Additional paid-in capital                     242,764         229,928         230,163

   Retained earnings                              680,204         587,055         614,964

   Other                                           (3,868)        (12,524)        (29,919)
                                              -----------     -----------     -----------
                                                  949,210         834,569         845,318
   Less cost of Common Stock in treasury
    (7/25/03 - 9,673,503 shares; 7/26/02 -
    10,128,506 shares; 10/25/02 -
    10,117,299 shares)                            104,696         108,239         108,065
                                              -----------     -----------     -----------
                                                  844,514         726,330         737,253
                                              -----------     -----------     -----------

                                              $ 2,501,500     $ 2,438,985     $ 2,419,552
                                              ===========     ===========     ===========


NOTE: The Balance Sheet at October 25, 2002 has been derived from the audited
      financial statements at that date.

See Notes to Condensed Consolidated Financial Statements



                                       -4-

THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                   THREE MONTHS ENDED             NINE MONTHS ENDED
                                               --------------------------    --------------------------
                                                  July 25,       July 26,       July 25,       July 26,
                                                   2003           2002           2003           2002
                                               -----------    -----------    -----------    -----------
                                                                                
Net sales                                      $   598,179    $   575,043    $ 1,628,920    $ 1,560,085

Costs and expenses:

  Cost of sales                                    403,908        385,165      1,113,084      1,053,301

  Research and development                          17,580         15,462         52,307         47,831

  Selling and administration                        99,674         97,152        285,714        280,223
                                               -----------    -----------    -----------    -----------

Income from operations                              77,017         77,273        177,815        178,730

  Interest expense                                  11,077         13,016         34,403         36,293

  Other (income)/expense - net                       1,240          1,358          1,655          1,616
                                               -----------    -----------    -----------    -----------

Income before income taxes                          64,700         62,899        141,757        140,821

Income taxes                                        24,586         24,845         53,868         55,625
                                               -----------    -----------    -----------    -----------

Net income                                     $    40,114    $    38,054    $    87,889    $    85,196
                                               ===========    ===========    ===========    ===========

Net income per common share - basic            $      0.79    $      0.76    $      1.75    $      1.71
                                               ===========    ===========    ===========    ===========
Net income per common share - diluted          $      0.77    $      0.74    $      1.70    $      1.66
                                               ===========    ===========    ===========    ===========

Average number of common shares outstanding
   - basic                                      50,500,156     49,946,161     50,365,736     49,785,690
                                               ===========    ===========    ===========    ===========
   - diluted                                    51,889,457     51,526,402     51,783,890     51,186,179
                                               ===========    ===========    ===========    ===========

Dividends paid per common share                $     0.150    $     0.140    $     0.450    $     0.420
                                               ===========    ===========    ===========    ===========


See Notes to Condensed Consolidated Financial Statements.



                                       -5-

THE VALSPAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)



                                                                                 NINE MONTHS ENDED
                                                                              ----------------------
                                                                               July 25,     July 26,
                                                                                 2003         2002
                                                                              ---------    ---------
                                                                                     
OPERATING ACTIVITIES:
        Net income                                                            $  87,889    $  85,196
        Adjustments to reconcile net income to net cash provided
           by operating activities:
            Depreciation                                                         36,532       32,904
            Amortization                                                          3,344        3,759
            Loss on asset divestiture                                               783           --
            Changes in certain assets and liabilities, net of effects of
                acquired businesses:
                Increase in accounts and notes receivable                       (28,276)     (51,369)
                Decrease (increase) in inventories and other current assets       7,107      (30,250)
                Increase (decrease) in trade accounts payable and accrued
                   liabilities                                                  (26,887)      65,920
                Increase in income taxes payable                                 35,171       22,032
                Increase (decrease) in other deferred liabilities                 2,479       (1,541)
            Other                                                                   110        1,724
                                                                              ---------    ---------

         Net Cash Provided By Operating Activities                              118,252      128,375

     INVESTING ACTIVITIES:
        Purchases of property, plant and equipment                              (33,343)     (25,739)
        Acquired businesses/assets, net of cash                                      --      (22,870)
                                                                              ---------    ---------
         Net Cash Used In Investing Activities                                  (33,343)     (48,609)

     FINANCING ACTIVITIES:
        Net repayment of borrowings                                             (75,327)     (71,523)
        Proceeds from sale of treasury stock                                     10,976       11,793
        Dividends paid                                                          (22,648)     (20,949)
                                                                              ---------    ---------

        Net Cash Used In Financing Activities                                   (86,999)     (80,679)

     Decrease in Cash and Cash Equivalents                                       (2,090)        (913)

     Cash and Cash Equivalents at Beginning of Period                            22,715       20,139
                                                                              ---------    ---------

     Cash and Cash Equivalents at End of Period                               $  20,625    $  19,226
                                                                              =========    =========
     

See Notes to Condensed Consolidated Financial Statements.



                                       -6-

THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 25, 2003


NOTE 1: BASIS OF PRESENTATION
------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the quarter and nine
months ended July 25, 2003 are not necessarily indicative of the results that
may be expected for the year ending October 31, 2003.

The Condensed Consolidated Balance Sheet at October 25, 2002 has been derived
from the audited consolidated financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial information.

For further information refer to the consolidated financial statements and
footnotes thereto included in The Valspar Corporation's annual report on Form
10-K for the year ended October 25, 2002.


NOTE 2: ACCOUNTS PAYABLE
------

Trade accounts payable include $29,110,000 at July 25, 2003, $41,100,000 at
October 25, 2002 and $51,330,000 at July 26, 2002 of issued checks that had not
cleared the Company's bank accounts.


NOTE 3: ACQUISITIONS AND DIVESTITURES
------

In March 2002, the Company purchased from its joint venture partner the
remaining 20% interest in Dyflex B.V., a resin manufacturer in the Netherlands.
The transaction was accounted for as a purchase. Accordingly, the net assets and
operating results have been included in the Company's financial statements from
the date of acquisition. The pro forma results of operations for this
acquisition have not been presented as the impact on reported results is not
material.

In December 2001, the Valspar Renner joint venture acquired a plant from Renner
Herrmann S.A. (a Brazilian company), and in January 2002, the Company acquired
the remaining 50% interest in the Valspar Renner joint venture. Valspar Renner
supplies packaging coatings and metal decorating inks to the South American
market. Revenues for the joint venture were $17 million in 2001. The transaction
was accounted for as a purchase. Accordingly, the net assets and operating
results have been included in the Company's financial statements from the date
of acquisition. The pro forma results of operations for this acquisition have
not been presented as the impact on reported results is not material.



                                       -7-

THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 25, 2003 - CONTINUED


Effective November 30, 2001, Valspar acquired the coil, spray-applied door, and
rigid packaging coatings businesses of Technical Coatings Co., a subsidiary of
Benjamin Moore and Co. Revenues for these businesses were $25 million in 2001.
The transaction was accounted for as a purchase. Accordingly, the net assets and
operating results have been included in the Company's financial statements from
the date of acquisition. The pro forma results of operations for this
acquisition have not been presented as the impact on reported results is not
material.


NOTE 4: OTHER COMPREHENSIVE INCOME
------

For the three and nine months ended July 25, 2003 and July 26, 2002, the
activity within the components of other comprehensive income, classified as a
component of Other within Stockholders' Equity, was as follows:



(Dollars in thousands)                         Three Months Ended                Nine Months Ended
                                          -----------------------------    ------------------------------
                                          July 25, 2003   July 26, 2002    July 25, 2003    July 26, 2002
                                            --------        --------         --------         --------
                                                                                  
Other Comprehensive Income:
     Foreign currency translation           $  9,993        $   (116)        $ 25,346         $(10,287)
     Deferred gain/(loss) on hedging
         activities, net of tax                2,359          (2,248)           2,650           (2,248)
     Minimum pension liability,
         net of tax                               --              --           (2,425)              --
                                            --------        --------         --------         --------
Total Other Comprehensive Income            $ 12,352        $ (2,364)        $ 25,571         $(12,535)



NOTE 5: GOODWILL AND OTHER INTANGIBLE ASSETS
------

The carrying amount of goodwill for the quarter ended July 25, 2003 increased
from the end of fiscal 2002 by $18,856,000 to $957,615,000 due to foreign
currency translation.

Total intangible amortization expense for the nine months ended July 25, 2003
was $3,344,000. Estimated amortization expense for each of the five succeeding
fiscal years based on the intangible assets as of July 25, 2003 is expected to
be approximately $4,500,000 annually.


NOTE 6: SEGMENT INFORMATION
------

The Company operates its business in one reportable segment: Coatings. The
Company manufactures and distributes a broad portfolio of coatings products
principally in three product lines. The Industrial product line includes
decorative and protective coatings for wood, metal and plastic substrates. The
Architectural, Automotive and Specialty (AAS) product line includes interior and
exterior decorative paints and aerosols, automotive and fleet refinish and high
performance floor coatings. The Packaging product line includes coatings and
inks for rigid packaging containers. The Other category primarily includes
resins, colorants and composites. The resins and colorants are used internally
and sold to other coatings manufacturers.



                                       -8-

THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 25, 2003 - CONTINUED


Net sales by product line are as follows:



(Dollars in
  thousands)           Three Months Ended                    Nine Months Ended
                 -------------------------------     -------------------------------
                 July 25, 2003     July 26, 2002     July 25, 2003     July 26, 2002
                  ----------        ----------        ----------        ----------
                                                            
Industrial        $  224,272        $  225,943        $  638,725        $  629,699
Packaging            138,214           126,642           384,733           356,372
AAS                  196,136           184,570           497,365           473,622
Other                 39,557            37,888           108,097           100,403
                  ----------        ----------        ----------        ----------
                  $  598,179        $  575,043        $1,628,920        $1,560,085



NOTE 7: FINANCIAL INSTRUMENTS
------

The Company's involvement with derivative financial instruments is limited to
managing well-defined interest rate and foreign currency exchange risks. Forward
foreign currency exchange contracts are used to hedge the impact of currency
fluctuations on certain inter-company transactions.

The Company also holds interest rate swaps used to manage the interest rate risk
associated with its borrowings and to manage the Company's mix of fixed and
variable rate debt. The interest rate swap contracts are reflected at fair value
in the condensed consolidated balance sheets. Amounts to be paid or received
under the contracts are accrued as interest rates change and are recognized over
the life of the contracts as an adjustment to interest expense.

At July 25, 2003, the Company had $100,000,000 notional amount interest rate
swap contracts designated as cash flow hedges to pay fixed rates of interest and
receive variable rates of interest based on three-month LIBOR; these contracts
will mature during fiscal 2004. The Company also has a $100,000,000 notional
amount forward interest rate swap contract, which will begin during fiscal 2004
and mature during fiscal 2008 to pay fixed rates of interest and receive
variable rates of interest based on three-month LIBOR. At July 25, 2003, the
Company also had a $100,000,000 notional amount interest rate swap contract
designated as a fair value hedge to pay floating rates of interest based on
three-month LIBOR, maturing during fiscal 2008. As the critical terms of the
interest rate swaps and hedged debt match, there is an assumption of no
ineffectiveness for these hedges.


NOTE 8: GUARANTEES AND CONTRACTUAL OBLIGATIONS
------

In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." The
interpretation requires disclosure in periodic financial statements of certain
guarantee arrangements. The interpretation also clarifies situations where a
guarantor is required to recognize the fair value of certain guarantees in the
financial statements. The Company does not have any guarantees that require
recognition at fair value under the interpretation.



                                       -9-

THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 25, 2003 - CONTINUED


The Company sells extended furniture protection plans and offers warranties for
certain of its products. These items are required to be disclosed in periodic
financial statements under the interpretation. For the furniture protection
plans, revenue is deferred over the contract period, generally five years, and
is recognized based on the ratio of costs incurred to estimated total costs at
program completion. For product warranties, the Company estimates the costs that
may be incurred under these warranties based on historical claim data and
records a liability in the amount of such costs at the time revenue is
recognized. The Company periodically assesses the adequacy of these recorded
amounts and adjusts as necessary.

Changes in the recorded amounts during the period are as follows (in thousands):

         Balance, October 25, 2002                       $ 53,026
         Additional accrual made during the period         25,540
         Payments made during the period                  (24,184)
                                                         --------
         Balance, July 25, 2003                          $ 54,382


NOTE 9: STOCK PLANS
------

Under the Company's Stock Option Plans, options for the purchase of up to
8,250,000 shares of common stock may be granted to officers, employees, and
non-employee directors. Options are issued at market value at the date of grant
and are exercisable in full or in part over a prescribed period of time. The
Company accounts for these plans under the recognition and measurement
principles of APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and
related interpretations. No stock-based employee compensation is reflected in
income, as all options granted under these plans had an exercise price equal to
the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition provisions of FASB Statement
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to stock-based employee
compensation.



                                                     Three Months Ended                        Nine Months Ended
                                             ----------------------------------       ----------------------------------
                                             July 25, 2003        July 26, 2002       July 25, 2003        July 26, 2002
                                             -------------        -------------       -------------        -------------
                                                                                                    
Net income, as reported                          40,114               38,054               87,889               85,196
Deduct: Total stock-based employee                1,608                1,909                5,510                6,243
compensation expense determined under
fair value based method for all awards,
net of related tax effects




                                      -10-

THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 25, 2003 - CONTINUED



                                                     Three Months Ended                        Nine Months Ended
                                             ----------------------------------       ----------------------------------
                                             July 25, 2003        July 26, 2002       July 25, 2003        July 26, 2002
                                             -------------        -------------       -------------        -------------
                                                                                                   
Pro forma net income                            38,506               36,145               82,379               78,953
Earnings per share:
     Basic - as reported                       $  0.79              $  0.76              $  1.75              $  1.71
     Basic - pro forma                         $  0.76              $  0.72              $  1.64              $  1.59
     Diluted - as reported                     $  0.77              $  0.74              $  1.70              $  1.66
     Diluted - pro forma                       $  0.74              $  0.70              $  1.59              $  1.54



NOTE 10: RECLASSIFICATION
-------

Certain amounts in the 2002 financial statements have been reclassified to
conform with the 2003 presentation.


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


Critical Accounting Policies:
-----------------------------

There were no material changes in the Company's critical accounting policies
during the quarter and nine months ended July 25, 2003.

Operations: Net sales for the quarter increased 4.0% to $598,179,000 from
$575,043,000 in 2002. For the nine month period net sales increased 4.4% to
$1,628,920,000 from $1,560,085,000. Adjusting for the impact of foreign currency
translation of $31,654,000 sales increased by 2.4% for the nine months ended
July 25, 2003. Due to the seasonal nature of the Company's business, sales for
the third quarter and nine month period are not necessarily indicative of sales
for the full year.

The gross profit margin declined to 32.5% from 33.0% in the third quarter of
2003 and decreased to 31.7% from 32.5% for the first nine months from the
comparable period last year. The decrease in gross margin is largely due to
continuing raw material cost pressures which were not completely offset by
pricing actions.

Operating expenses (research and development, selling and administrative)
increased 4.1% to $117,254,000 (19.6% of net sales) in the third quarter of 2003
compared to $112,614,000 (19.6% of net sales) in 2002. Year to date operating
expenses increased 3.0% to $338,021,000 (20.8% of net sales) compared with
$328,054,000 (21.0% of net sales) for the same period last year. The increases
in both the third quarter and year-to-date are driven by seasonal increases in
Architectural Coatings expenses. Additionally, the year-to-date increase is
attributable to higher employment cost, including higher medical expenses.

Interest expense decreased to $11,077,000 in the third quarter of 2003 from
$13,016,000 in the third quarter of 2002. Year to date interest expense of
$34,403,000 compared to $36,293,000 for the comparable period in 2002. Lower
interest rates combined with lower debt balances resulted in the decreases for
the third quarter and the nine month period.



                                      -11-

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - CONTINUED


The effective tax rate decreased to 38.0% from 39.5% due to a larger percentage
of the company's taxable income being generated in lower taxing jurisdictions.

Net income in the third quarter of 2003 increased 5.4% to $40,114,000 or $.77
per diluted share. Year to date net income increased 3.2% to $87,889,000 or
$1.70 per diluted share.

Financial Condition: The net cash provided by the Company's operations was
$118,252,000 for the first nine months of 2003, compared with $128,375,000 for
the first nine months of 2002. During the first nine months of 2003, the cash
provided by operating activities and current cash balances were used to fund
$75,327,000 in repayment of bank borrowings, $33,343,000 in capital expenditures
and $22,648,000 in dividend payments.

Accounts receivable increased $28,276,000 as a result of increased sales
primarily in the Architectural and Packaging product lines. Inventories and
other current assets decreased $7,107,000 due to seasonality in the AAS and
Industrial product lines. Accounts payable and accrued liabilities decreased
$26,887,000 primarily as a result of timing of payables and accrued liability
disbursements.

Capital expenditures for property, plant and equipment were $33,343,000 in the
first nine months of 2003, compared with $25,739,000 in the first nine months of
2002. The Company expects capital spending in 2003 to be in the range of
$45,000,000 to $50,000,000.

The ratio of total debt to capital decreased to 50.6% at the end of third
quarter of 2003 compared to 55.7% at the close of fiscal 2002. The total debt to
capital ratio as of July 26, 2002 was 57.6%. The Company believes its cash flow
from operations, existing lines of credit, access to credit facilities and
access to debt and capital markets will be sufficient to meet its current and
projected needs for financing.

There were no material changes in the Company's fixed cash obligations during
the nine months ended July 25, 2003.

Forward Looking Statements: This discussion contains certain "forward-looking"
statements. These forward-looking statements are based on management's
expectations and beliefs concerning future events. Forward-looking statements
are necessarily subject to risks, uncertainties and other factors, many of which
are outside the control of the Company that could cause actual results to differ
materially from such statements. These uncertainties and other factors include
dependence of internal earnings growth on economic conditions and growth in the
domestic and international coatings industry; risks related to any future
significant acquisitions, including risks of adverse changes in the results of
acquired businesses, risks of disruptions in business resulting from the
integration process and higher interest costs resulting from further borrowing
for any such acquisitions; our reliance on the efforts of vendors, government
agencies, utilities and other third parties to achieve adequate compliance and
avoid disruption of our business; changes in the



                                      -12-

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - CONTINUED


Company's relationships with customers and suppliers; unusual weather conditions
that might adversely affect sales; changes in raw materials pricing and
availability; changes in governmental regulation, including more stringent
environmental, health, and safety regulations; the nature, cost, and outcome of
pending and future litigation and other legal proceedings; the outbreak of war
and other significant national and international events; and other risks and
uncertainties. The foregoing list is not exhaustive, and the Company disclaims
any obligation to subsequently revise any forward-looking statements to reflect
events or circumstances after the date of such statements.


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's foreign sales and results of operations are subject to the impact
of foreign currency fluctuations. The Company has not hedged its exposure to
translation gains and losses; however, it has reduced its exposure by borrowing
funds in local currencies. A 10% adverse change in foreign currency rates would
not have a material effect on the Company's results of operations or financial
position.

The Company is also subject to interest rate risk. At July 25, 2003,
approximately 50% of the Company's total debt consisted of floating rate debt.
From time to time, the Company may enter into interest rate swaps to hedge a
portion of either its variable or fixed rate debt. Assuming the current level of
borrowings, a 10% increase in interest rates from those in effect at the end of
the third quarter would increase the Company's interest expense for the fourth
quarter of 2003 by approximately $200,000.


ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), within 90 days of the filing date of this report.
Based on their evaluation, our chief executive officer and chief financial
officer concluded that the Company's disclosure controls and procedures are
effective.

There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation referenced above.


                           PART II. OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

During the period covered by this report, there were no legal proceedings
instituted that are reportable, and there were no material developments in any
of the legal proceedings that were previously reported on the Company's Form
10-K for the year ended October 25, 2002.



                                      -13-


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          31.1     Section 302 Certification of the Chief Executive Officer
          31.2     Section 302 Certification of the Chief Financial Officer
          32.1     Certification of Chief Executive Officer and Chief Financial
                   Officer Pursuant to 18 U.S.C. ss. 1350, as Adopted Pursuant
                   to Section 906 of the Sarbanes-Oxley Act of 2002

     (b)  During the three months ended July 25, 2003, a report on Form 8-K,
          dated May 12, 2003 was filed on May 12, 2003 under Item 9 - Regulation
          FD Disclosure (information furnished in this Item 9 was also furnished
          under Item 12).



                                      -14-


                                   SIGNATURES

Pursuant to the requirements of the Securities and 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


Date: September 8, 2003                        By /s/Rolf Engh
                                                  ------------------------------
                                                  Rolf Engh
                                                  Secretary


Date: September 8, 2003                        By /s/Paul C. Reyelts
                                                  ------------------------------
                                                  Paul C. Reyelts
                                                  Senior Vice President, Finance
                                                  (Chief Financial Officer)