8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 8-K


                                 CURRENT REPORT


                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported):    August 30, 2002
                                                         -----------------------


                                    RPM, INC.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Ohio                       1-14187                     34-6550857
- ------------------              ---------                   ------------
(State or other                (Commission                (I.R.S. Employer
 jurisdiction of               File Number)              Identification No.)
 incorporation)


        2628 Pearl Road, P.O. Box 777, Medina, Ohio             44258
- --------------------------------------------------------------------------------
        (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:        (330) 273-5090
                                                   -----------------------------







Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
           ------------------------------------------------------------------

      (a)         Not applicable
      (b)         Not applicable
      (c)         Exhibits

           Number       Description
           ------       -----------

            99.1        News Release, dated August 30, 2002.


Item 9.    Regulation FD Disclosure.
           -------------------------

            On August 30, 2002, RPM, Inc. issued a news release, a copy of which
is filed herewith as Exhibit 99.1.




































                                    SIGNATURE
                                    ---------



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                    RPM, INC.


Date:  August 30, 2002              By:     /s/ P. Kelly Tompkins
                                       -----------------------------------------
                                          P. Kelly Tompkins
                                          Vice President, General Counsel
                                          and Secretary






















                                  EXHIBIT INDEX
                                  -------------



Exhibit              Description of Exhibit
- -------              ----------------------

99.1                 News Release, dated August 30, 2002.

EX-99.1

                                                                    Exhibit 99.1


                           RPM SHAREHOLDERS TO APPROVE
                 PROPOSED REINCORPORATION PLAN AT ANNUAL MEETING


MEDINA, Ohio - August 30, 2002 - RPM, Inc. (NYSE: RPM) today announced that it
will seek shareholder approval of a plan to change its place of incorporation
from Ohio to Delaware at its annual shareholders meeting on October 11, 2002.
Under the plan, RPM International Inc., a newly formed Delaware entity, will
become the parent holding company of Ohio-based RPM, Inc. and several other
intermediate holding companies and wholly owned subsidiaries. RPM, Inc.
currently serves as a holding company for its various operating companies.

"We believe that changing our legal domicile from Ohio to Delaware will be
beneficial to RPM and its shareholders. In the process of reincorporating in
Delaware, we will align the legal structure of our various operating companies
in a manner that is more consistent with their business objectives and our
current financial reporting," said Frank C. Sullivan, RPM's president. "This
change will be a key component of how our new management team expects to manage
RPM's portfolio of leading industrial and consumer brands."

According to Thomas C. Sullivan, RPM's chairman and chief executive officer,
"This reincorporation will have no material impact on our employees or
customers, nor will it change our presence in Ohio. Our corporate headquarters
will remain in Ohio and we will continue to employ nearly 1,100 Ohioans in 8
manufacturing and warehousing facilities."

The reincorporation is subject to the approval of holders of two-thirds of the
company's common shares at the annual meeting, which is set for October 11,
2002. Upon completion of the reincorporation, shareholders of RPM, Inc. will
hold the same number of common shares of RPM International as they hold in RPM,
Inc. RPM International's common stock will be listed on the New York Stock
Exchange under  the symbol "RPM," the same symbol under which the company's
shares currently trade.

RPM, Inc. is a world leader in specialty coatings serving both industrial and
consumer markets. RPM's industrial products include roofing systems, sealants,
corrosion control coatings, flooring coatings and specialty chemicals, Its
consumer products are used by professionals and do-it-yourselfers for home,
automotive and boat maintenance and by hobbyists. Industrial brands include
Stonhard, Tremco, Carboline, Day-Glo, Euco and Dryvit. Consumer brands include
Zinsser, Rust-Oleum, DAP, Varathane, Bondo and Testors.

For more information, contact Glenn Hasman, vice president of finance and
communications at (330) 273-8820.

This press release contains "forward-looking statements" relating to the
business of the Company. These forward-looking statements, or other statements
made by the Company, are made based on management's expectations and beliefs
concerning future events impacting the Company and are subject to uncertainties
and factors (including those specified below) which are difficult to predict
and, in many instances, are beyond the control of the Company. As a result,
actual results of the Company could differ materially from those expressed





in or implied by any such forward-looking statements. These uncertainties and
factors include (a) general economic conditions; (b) the price and supply of
raw materials, particularly titanium dioxide, certain resins, aerosols and
solvents; (c) continued growth in demand for the Company's products; (d) legal,
environmental and litigation risks inherent in the Company's construction and
chemicals businesses and risks related to insurance coverage inherent in the
Company's disclosed litigation; (e) the effect of changes in interest rates;
(f) the effect of fluctuations in currency exchange rates upon the Company's
foreign operations; (g) the potential impact of the euro currency conversion;
(h) the effect of non-currency risks of investing in and conducting operations
in foreign countries, including those relating to domestic and international
political, social economic and regulatory factors; (i) risks and uncertainties
associated with the Company's ongoing acquisition and divestiture activities;
and other risks detailed in the Company's other reports and statements filed
with the Securities and Exchange Commission, including the risk factors set
forth in the Company's prospectus and prospectus supplement included as part of
the Company's Registration Statement on Form S-3 (File No. 333-77028), as the
same may be amended from time to time.