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As filed with the Securities and Exchange Commission on May 3, 2001
Registration No. 333-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------

RPM, INC.
(Exact Name of Registrant as Specified in its Charter)

Ohio 34-6550857
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
(Address of Principal Executive Offices, including Zip Code)

RPM, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN
(Full Title of the Plan)
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Thomas C. Sullivan WITH A COPY TO:
Chairman and Chief Executive Officer Edward W. Moore, Esq.
RPM, Inc. Calfee, Halter & Griswold LLP
2628 Pearl Road 1400 McDonald Investment Center
P.O. Box 777 800 Superior Avenue
Medina, Ohio 44258 Cleveland, Ohio 44114
(330) 273-5090 (216) 622-8200
(Name, Address and Telephone Number, including
Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE

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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share(1) price(1) fee
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Common Shares, without par value 4,500,000 (2) $8.675 $39,037,500 $9,759.38

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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low sales prices of the Common Shares of RPM, Inc. reported on the
New York Stock Exchange on April 26, 2001.

(2) The 4,500,000 Common Shares being registered are issuable upon exercise
of options to be granted pursuant to the RPM, Inc. 1996 Key Employees
Stock Option Plan.

This Registration Statement is being filed by RPM, Inc. (the "Company")
for the purpose of registering additional securities of the same class as other
securities for which a registration statement of Form S-8 has already been
filed. Accordingly, pursuant to General Instruction E to Form S-8, the contents
of the Company's Registration Statement on Form S-8 (Commission File No.
333-35967) registering 3,600,000 Common Shares (adjusted to 4,500,000 Common
Shares pursuant to a 25% stock dividend in December 1997), without par value, of
the Company for issuance under The 1996 Key Employees Stock Plan of the Company,
are hereby incorporated by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------------------------------------------------

The following documents of RPM, Inc. (the "Company"), previously filed
with the Securities and Exchange Commission, are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 2000;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended August 31 and November 30, 2000 and February 28, 2001;
3. The Company's Current Report on Form 8-K, filed on July 11,
2000;
4. The description of the Company's Common Shares, without par
value (the "Common Shares"), contained in the Company's
Registration Statement on Form 8-A, dated June 2, 1998, and
any amendments and reports filed for the purpose of updating
that description; and
5. The description of the rights to purchase the Company's Common
Shares contained in the Company's Registration Statement on
Form 8-A dated May 11, 1999.

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 the filing of such documents, other than the
portions of such documents which by statute, by designation in such documents or
otherwise, are not deemed to be filed with the Commission or are not required to
be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------

Ohio Revised Code Sec. 1701.13(E) provides that a corporation may
indemnify or agree 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, by
reason of the fact that he or she is or was a Director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity with another corporation or enterprise, against expenses
actually incurred by such person in connection with an action if he or she acted
in good faith and in a manner not opposed to the best interests of the
corporation.

Article VI of the Company's Amended Code of Regulations provides for
the indemnification of Directors and officers against certain liabilities to the
maximum extent permitted by Ohio law.

The Company has purchased a Directors and Officers Liability Insurance
Policy, which insures the Directors and officers of the Company against certain
liabilities incurred in the performance of their duties.

The Registrant has entered into Indemnification Agreements with each of
its Directors and executive officers providing for additional indemnification
protection beyond that provided by the Directors and Officers Liability
Insurance Policy. In the Indemnification Agreements, the Company has agreed,
subject to certain exceptions, to indemnify and hold harmless the Director or
executive officer to the maximum extent then authorized or permitted by the
provisions of the Company's Code of Regulations, the Ohio Revised Code, or by
any amendment(s) thereto.

ITEM 8. EXHIBITS
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See the Exhibit Index at Page E-1 of this Registration Statement.

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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 Cleveland, State of Ohio, on this 3rd day of May,
2001.

RPM, INC.

By: /s/ Thomas C. Sullivan
--------------------------------------------
Thomas C. Sullivan, Chairman of the Board of
Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 3rd day of May, 2001.

Signature Title
--------- -----

/s/ Thomas C. Sullivan Chairman of the Board of Directors and Chief
- ------------------------------ Executive Officer (Principal Executive Officer)
Thomas C. Sullivan

/s/ James A. Karman Vice Chairman of the Board of Directors
- ------------------------------
James A. Karman

/s/ Frank C. Sullivan President and a Director
- ------------------------------
Frank C. Sullivan

/s/ Michael E. Steele Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Michael E. Steele

/s/ Robert Matejka Vice President - Controller (Principal
- ------------------------------ Accounting Officer)
Robert Matejka

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Signature Title
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/s/ Max D. Amstutz Director
- ------------------------------
Max D. Amstutz

/s/ Edward B. Brandon Director
- ------------------------------
Edward B. Brandon

/s/ Lorrie Gustin Director
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Lorrie Gustin

/s/ E. Bradley Jones Director
- ------------------------------
E. Bradley Jones

/s/ Donald K. Miller Director
- ------------------------------
Donald K. Miller

/s/ William A. Papenbrock Director
- ------------------------------
William A. Papenbrock

/s/ Albert B. Ratner Director
- ------------------------------
Albert B. Ratner

/s/ Jerry Sue Thornton Director
- ------------------------------
Jerry Sue Thornton

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EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT DESCRIPTION
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4.1 Amended Articles of Incorporation of the Company are
incorporated herein by reference to Exhibit 3.1 of
the Company's Annual Report on Form 10-K for the
period ended May 31, 1996.
4.2 Amended Code of Regulations of the Company is
incorporated herein by reference to Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the
period ended May 31, 1996.
4.3 RPM, Inc. 1996 Key Employees Stock Option Plan is
incorporated herein by reference to Exhibit 10.7 of
the Company's Annual Report on Form 10-K for the
period ended May 31, 1997.
4.3.1 Amendment to 1996 Key Employees Stock Option Plan.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the
validity of the securities being offered.
23.1 Consent of Ciulla Smith & Dale LLP.
23.2 Consent of Calfee, Halter & Griswold LLP (included
in Exhibit 5.1).

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