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                                                                  EXHIBIT 10.1.1


                  AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
                  -----------------------------------------
       THIS AMENDMENT is made and entered into on this 18th day of July, 1995 at
   Medina, Ohio, by and between RPM, INC. (hereinafter referred to as the
   "Company") and THOMAS C. SULLIVAN (hereinafter referred to as "Sullivan"):

                             W I T N E S S E T H:
                             --------------------
       WHEREAS, Sullivan is considered a key employee of the Company; and
   
       WHEREAS, Sullivan and the Company entered into a certain Amended
   Employment Agreement, dated as of July 22, 1981 and last amended as of July
   20, 1994 (the "Employment Agreement"), to insure Sullivan's continued
   employment with the Company; and 

       WHEREAS, it is the desire of the Company and Sullivan to further 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:
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       TERM OF EMPLOYMENT.  The Company hereby agrees to continue to employ
     Sullivan, and Sullivan hereby agrees to continue to serve the Company, on
     the terms and conditions set forth herein for the period commencing
     retroactive to June 1, 1995 (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.  Sullivan shall receive a base salary at the rate of not less
   than Seven Hundred Ten Thousand Dollars ($710,000) per annum ("Base
   Salary"), payable in substantially equal monthly installments at the end of
   each month during the period of Sullivan's employment hereunder.  It is
   contemplated that annually in July of each year the Compensation Committee
   of the Board of Directors will review Sullivan'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, Sullivan'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,
1995, 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.

                                               /s/ James A. Karman
____________________________              By: _____________________________
                                               James A. Karman, President


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

                                                       The "Company"


                                           /s/ Thomas C. Sullivan
____________________________              _________________________________   
                                                 Thomas C. Sullivan

                                                     "Sullivan"


373/06821CUC.350





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