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                                                                 EXHIBIT  10.4.1
                                                                 ---------------

                       AMENDMENT TO 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 JOHN H. MORRIS, JR. (hereinafter referred to as "Morris"):
                             W I T N E S S E T H:
                             --------------------
   WHEREAS, Morris is considered a key employee of the Company; and
   WHEREAS, Morris and the Company entered into a certain Employment Agreement,
originally dated as of July 19, 1988 and last amended as of July 21, 1993 (the
"Employment Agreement"), to insure Morris's continued employment with the
Company; and
   WHEREAS, it is the desire of the Company and Morris to amend the Employment
Agreement in accordance with the terms hereof; and 
   WHEREAS, Paragraph 11 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
     Morris, and Morris 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 July
     31, 1995 (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.  Morris shall receive a base salary at the rate of not less
   than Three Hundred Twenty Thousand Dollars ($320,000) per annum ("Base
   Salary"), payable in substantially equal monthly installments at the end of
   each month during the period of Morris' employment hereunder.  It is
   contemplated that annually in July of each year the Compensation Committee
   of the Board of Directors will review Morris' 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, Morris' 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/ John H. Morris, Jr.
                                    ---------------------------
                                    John H. Morris, Jr.

                                            "Morris"


373/06821CVA.350





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