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                                                                EXHIBIT 10.2.1


                  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 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 20, 1994 (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:
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     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, 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.  Karman shall receive a base salary at the rate of not less
   than Five Hundred Sixty Thousand Dollars ($560,000) 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 operations, 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,
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/ Thomas C. Sullivan
____________________________            By: ____________________________
                                            Thomas C. Sullivan, Chairman       
                                             and Chief Executive Officer


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

                                                     The "Company"


                                         /s/ James A. Karman
____________________________            ________________________________
                                                   James A. Karman

                                                       "Karman"






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