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                                                                 EXHIBIT  10.2.1
                                                                 ---------------

                  AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
                  -----------------------------------------

   THIS AMENDMENT is made and entered into on this 20th day of July, 1994 at
Medina, Ohio, by and between RPM, INC. (hereinafter referred to as the
"Company") and JAMES A. KARMAN (hereinafter referred to as "Karman"):
                             W I T N E S S E T H:
                             --------------------
   WHEREAS, Karman is considered a key employee of the Company; and
   WHEREAS, Karman and the Company entered into a certain Amended Employment
Agreement, dated as of July 22, 1981 and last amended as of July 21, 1993 (the
"Employment Agreement"), to insure Karman's continued employment with the
Company; and
   WHEREAS, it is the desire of the Company and Karman to amend the Employment
Agreement in accordance with the terms hereof; and 
   WHEREAS, Paragraph 12 of the Employment Agreement requires that any such 
Amendment be in writing and properly executed; 
   NOW, THEREFORE, in consideration of the premises and the mutual 
understandings of the parties, IT IS AGREED, as follows: 
   1.  EMPLOYMENT TERM.  Paragraph 1 of the Employment Agreement shall be 
deleted in its entirety and amended and restated to provide in its entirety as 
follows:
   2
       TERM OF EMPLOYMENT.  The Company hereby agrees to continue to employ
     Karman, and Karman hereby agrees to continue to serve the Company, on the
     terms and conditions set forth herein for the period commencing
     retroactive to June 1, 1994 (the "Effective Date"), and expiring on the
     fifth anniversary of the Effective Date (unless sooner terminated as
     hereinafter set forth).

   2.  COMPENSATION.  Paragraph 4(a) of the Employment Agreement shall be
deleted in its entirety and amended and restated to provide in its entirety as
follows:
     BASE SALARY.  Karman shall receive a base salary at the rate of not less
   than Five Hundred Thirty Thousand Dollars ($530,000) per annum ("Base
   Salary"), payable in substantially equal monthly installments at the end of
   each month during the period of Karman's employment hereunder.  It is
   contemplated that annually in July of each year the Compensation Committee
   of the Board of Directors will review Karman's Base Salary and other
   compensation during the period of his employment hereunder and, at the
   discretion of the Compensation Committee, it may increase his Base Salary
   and other compensation based upon his performance, then generally prevailing
   industry salary scales, the Company's results of operation, and other
   relevant factors.  Any increase in Base Salary or other compensation shall
   in no way limit or reduce any other obligation of the Company hereunder and,
   once established at an increased specified rate, Karman's Base Salary
   hereunder shall not be reduced without his written consent.

   3.  EFFECTIVE DATE.  The effective date of this Amendment shall be June 1,
1994, and as such, the increase in compensation set forth in Paragraph 2 shall
be retroactively applied.





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   IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement on the date and at the place first above written.  
IN THE PRESENCE OF:             RPM, INC.


____________________________    By:/s/ Thomas C. Sullivan
                                   ----------------------------
                                   Thomas C. Sullivan, Chairman
                                   and Chief Executive Officer


                                And:/s/ Paul A. Granzier
                                    ---------------------------
                                    Paul A. Granzier, Secretary

                                           The "Company"



____________________________        /s/ James A. Karman
                                    ---------------------------
                                    James A. Karman

                                           "Karman"


373/06821CTA.350





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