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                                                                  EXHIBIT 10.1.1

                    AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
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                  THIS AMENDMENT is made and entered into on this 5th day of
August, 1999 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 Chairman of the Board and Chief Executive
Officer 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 15, 1998 (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.       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 Seventy Thousand
                  Dollars ($870,000) 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




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                  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.       EFFECTIVE  DATE. The effective date of this Amendment
shall be August 5, 1999,  except that the increase in  compensation  set forth
in Paragraph 1 shall be retroactively applied to June 1, 1999.

                  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/ James A. Karman
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                                            James A. Karman, Vice Chairman


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


                                            /s/ Thomas C. Sullivan
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                                            Thomas C. Sullivan
                                              "Sullivan"