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                                                                  Exhibit 10.4.1

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

                  THIS AMENDMENT is made and entered into on this 17th day
of July, 1996 at Medina, Ohio, by and between RPM, INC. (hereinafter 
referred to as the "Company") and __________________________
(hereinafter referred to as "______________"):

                              W I T N E S S E T H:
                              --------------------

                  WHEREAS, _____________ is considered a key employee of the
Company; and

                  WHEREAS, ____________ and the Company entered into a certain
Employment Agreement, originally dated as of July 15, 1992 and last amended as
of July 18, 1995 (the "Employment Agreement"), to insure _____________'s 
continued employment with the Company; and

                  WHEREAS, it is the desire of the Company and _____________ 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:


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                  TERM OF EMPLOYMENT. The Company hereby agrees 
                  to continue to employ ___________, and ___________
                  hereby agrees to continue to serve the Company, on
                  the terms and conditions set forth herein for the
                  period commencing retroactive to June 1, 1996 (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 _________________________________
                  Dollars ($__________) per annum ("Base Salary"), payable in
                  substantially equal monthly installments at the end of each
                  month during the period of ________'s employment hereunder. It
                  is contemplated that annually in July of each year the
                  Compensation Committee of the Board of Directors will review
                  _____________'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, ___________'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, 1996, 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:____________________________________
                                           Thomas C. Sullivan, Chairman
                                           and Chief Executive Officer


                                       And:___________________________________
                                           Paul A. Granzier, Secretary

                                                   The "Company"



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                                                    "__________"


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