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): May 7, 2003
                                                           -------------


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


    Delaware                        1-14187                     02-0642224
- -----------------                  ---------                   ------------
(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 5.  OTHER EVENTS

         On May 7, 2003, RPM International Inc. (the "Company") announced it was
seeking to raise, subject to certain conditions, approximately $125 million
through a private offering of senior convertible notes. The Company also
announced that it may raise up to an additional $25 million if the initial
purchasers of the notes exercise their right to acquire additional notes in
connection with the offering. The press release announcing the private offering
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

         On May 8, 2003, the Company announced that it had priced the private
offering of $248 million in aggregate principal amount at maturity of 2.75
percent senior convertible notes due 2033, resulting in $125 million gross
proceeds to RPM. Each note will be issued at a price of $505.19 and is
convertible into the Company's common stock at a conversion ratio of 27.0517
shares per $1,000 principal amount at maturity of the notes. The press release
announcing the pricing of the private offering is filed as Exhibit 99.2 to this
Current Report and is incorporated herein by reference.

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 May 7, 2003
      99.2                 New Release, dated May 8, 2003




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                                    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 INTERNATIONAL INC.


Date:  May 9, 2003                By:  /s/ P. Kelly Tompkins
                                      --------------------------------------
                                      P. Kelly Tompkins
                                      Senior Vice President, General Counsel
                                      and Secretary









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                                  EXHIBIT INDEX


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

99.1              News Release, dated May 7, 2003
99.2              New Release, dated May 8, 2003






                                  Page 4 of 8

EX-99.1

                                                                    EXHIBIT 99.1

                    RPM INTERNATIONAL INC. ANNOUNCES PROPOSED
                      PRIVATE OFFERING OF CONVERTIBLE NOTES


MEDINA, Ohio-May 7, 2003-RPM International Inc. (NYSE: RPM) announced today that
it is seeking to raise, subject to market and other conditions, approximately
$125 million through a private offering of senior convertible notes. RPM may
raise up to an additional $25 million if the initial purchasers exercise their
right to acquire additional notes in connection with the offering. The notes are
convertible into shares of the Company's common stock and mature in 2033.

The offering will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933. The Company intends to use the
net proceeds of the offering to repay existing indebtedness under its revolving
credit facility. The securities to be offered have not been registered under the
Securities Act of 1933 or any state securities laws, and unless so registered
may not be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933 and applicable state securities laws.

RPM International Inc., a holding company, owns subsidiaries that are world
leaders in specialty coatings serving both industrial and consumer markets.
Industrial products include roofing systems, sealants, corrosion control
coatings, flooring coatings and specialty chemicals. 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 R. Hasman, vice president finance and
communications for RPM 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;




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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.









                                  Page 6 of 8

EX-99.2

                                                                    EXHIBIT 99.2

RPM INTERNATIONAL INC. PRICES PRIVATE OFFERING OF CONVERTIBLE NOTES

MEDINA, Ohio-May 8, 2003-RPM International, Inc. (NYSE: RPM) today announced
that it has priced a private offering of $248 million in aggregate principal
amount at maturity of 2.75 percent Senior Convertible Notes due 2033, resulting
in $125 million gross proceeds to RPM. Each note will be issued at a price of
$505.19 and is convertible into RPM common stock at a conversion ratio of
27.0517 shares per $1,000 principal amount at maturity of notes. This represents
a 50 percent premium based on the closing price of $12.45 for the common stock
on May 7, 2003.

Interest on the Notes will be payable in cash in arrears semi-annually through
May 13, 2008. Thereafter, the principal amount of the debentures will accrete
semi-annually at a rate of 2.75 percent per year to maturity.

RPM may redeem the notes, in whole or in part, on or after May 13, 2008. The
company has also granted the initial purchaser of the notes an option to
purchase up to an additional $49.5 million principal amount of notes, which
would result in up to an additional $25 million gross proceeds to RPM.

The offering has been made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933. RPM intends to use the net
proceeds of the offering to repay borrowings outstanding under its credit
facilities.

Neither the convertible notes nor the shares issuable upon conversion have been
registered under the Securities Act of 1933 or any state securities laws and,
until so registered, may not be offered or sold in the United States or any
state absent registration or an applicable exemption from registration
requirements.

RPM International Inc., a holding company, owns subsidiaries that are world
leaders in specialty coatings serving both industrial and consumer markets.
Industrial products include roofing systems, sealants, corrosion control
coatings, flooring coatings and specialty chemicals. 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 R. Hasman, vice president finance and
communications for RPM 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;



                                  Page 7 of 8




(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.












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