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                                                                  Exhibit 10.1.1


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

                  THIS AMENDMENT is made and entered into on this 15th day of
July, 1998 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 16, 1997 (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:



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                  1. 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 Eight Hundred Twenty-Five Thousand
                  Dollars ($825,000) 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.

                  2. COMPENSATION UPON TERMINATION. Paragraph 6(c) of the
Employment Agreement shall be deleted in its entirety and amended and restated
to provide in its entirety as follows:

                           GOOD REASON. If the Company shall terminate
                  Sullivan's employment other than pursuant to Sections 5(a) or
                  5(b) hereof or if Sullivan shall terminate his employment for
                  Good Reason, then in lieu of any further salary payments to
                  Sullivan for periods subsequent to the date on which
                  Sullivan's employment is terminated, the Company shall pay as
                  liquidated damages and/or severance pay to Sullivan (i) no
                  later than the tenth day following such date, a lump sum
                  amount equal to the product of Sullivan's annual Base Salary
                  in effect as of such date multiplied by five (5) or (ii) if
                  Sullivan shall so elect, the Company shall continue to pay him
                  his annual Base Salary in effect on such date in the manner
                  specified in Section 4(a) hereof until the fifth anniversary
                  of the date on which his employment is terminated.



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                  3. EFFECTIVE DATE. The effective date of this Amendment shall
be June 1, 1998, and as such, the increase in compensation set forth in
Paragraph 1 shall be retroactively applied.

                  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
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                                         James A. Karman, President



                                          And: /s/ P. Kelly Tompkins
                                              ----------------------------------
                                          P. Kelly Tompkins, Secretary


                                         /s/ Thomas C. Sullivan
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                                             Thomas C. Sullivan





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