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                                                                  Exhibit 10.4.1

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

                  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 __________ (hereinafter referred to as "_____"):

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

                  WHEREAS, _____ is ______________________ of the Company; and

                  WHEREAS, _____ and the Company entered into a certain
Employment Agreement, originally dated as of ____________ and last amended as of
July 15, 1998 (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:

                           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 as of the date hereof (the
                  "Effective Date"), and expiring on July 31, 2000 (unless
                  sooner terminated as hereinafter set forth).


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                  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. _____ 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 or August 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
                  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, _____'s Base
                  Salary hereunder shall not be reduced without his written
                  consent.


                  3.       EFFECTIVE  DATE. The Effective Date of this Amendment
shall be August 5, 1999, except that the increase in compensation set forth in
Paragraph 2 shall be retroactively applied to June 1.

                  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: ____________________________



                                       And:____________________________

                                           The "Company"

____________________________               ____________________________
                                           ________