8-K

                                  UNITED STATES
                       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) September 27, 2004
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                             RPM INTERNATIONAL INC.
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             (Exact name of registrant as specified in its charter)


         Delaware                       1-14187                  02-0642224
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(State or other jurisdiction          (Commission              (IRS Employer
    of incorporation)                 File Number)           Identification No.)


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

       Registrant's telephone number, including area code: (330) 273-5090
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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))








                   INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On September 27, 2004, RPM International Inc. issued a press release
announcing its first quarter earnings outlook, which provided detail not
included in previously issued reports. A copy of the press release is furnished
with this Current Report on Form 8-K as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.



Exhibit number                     Description
                                
99.1                               Press release of September 27, 2004


                                   SIGNATURES

         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.
                                  -----------------------------------
                                                          (Registrant)

Date    September 27, 2004
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                                  /s/ P. Kelly Tompkins
                                  -----------------------------------
                                  P. Kelly Tompkins
                                  Senior Vice President, General
                                  Counsel and Secretary

EX-99.1

                                                                    Exhibit 99.1

                   RPM REPORTS POSITIVE FIRST-QUARTER OUTLOOK
                      COMPANY CITES STRONG INTERNAL GROWTH

MEDINA, Ohio - September 27, 2004 - RPM International Inc. (NYSE: RPM) announced
today that sales for its fiscal 2005 first quarter, ended August 31, 2004, will
be approximately 13-14 percent higher than same-period sales a year ago.

"More than 80 percent of this sales increase represents internal growth," said
Frank C. Sullivan, president and CEO, "with both operating segments producing
double-digit gains. The momentum in our industrial businesses, which began
during the second half of fiscal 2004, continued through this first quarter. Our
consumer segment continues to generate solid results comparable to the levels we
have seen the past couple of years."

First-quarter earnings and earnings per share are expected to increase
13-15 percent over the previous year's first-quarter results.

The company further indicated that while pricing initiatives are being phased
in, higher material costs remain a challenge. In addition, RPM estimates that
its quarterly asbestos costs, the details of which will be set forth in the
company's report on Form 10-Q, will amount to approximately $19 million.
Overall, these quarterly costs and claims activity remain in line with the
company's expectations, and are consistent with the assumptions underlying its
reserve.

RPM's anticipated results will also reflect the early adoption of FAS 123
("Accounting for Stock-Based Compensation") and a reclassification of co-op
advertising expenses to be more in conformity with industry practice. The
adoption of FAS 123 is expected to impact first-quarter earnings by
approximately one-half cent per share. The reclassification will not impact
earnings results, but will reduce reported net sales and SG&A expenses by the
same amount, estimated to be 1-1.5 percent of sales for fiscal 2005. Prior
periods will also be reclassified for comparability purposes.

"We are very pleased with these initial results for our first quarter, which
fall well in line with our full-year fiscal 2005 guidance for high-single-digit
growth in revenue and 10-12 percent growth in earnings," Sullivan added. "We
will be presenting our complete first-quarter results the morning of October 6,
when we will be issuing our earnings release followed by our conference call."

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

For more information, contact Glenn R. Hasman, Vice President of Finance and
Communications, at 330-273-8820 or ghasman@rpminc.com.

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 the adequacy of the company's existing
reserves and insurance coverage for such matters; (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 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; (h) risks and uncertainties associated with the company's
ongoing acquisition and divestiture activities; (i) risks inherent in its
contingent liability reserves, including asbestos; 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 included as part of the company's Registration Statement on Form S-4
(File No. 333-114259). RPM does not undertake any obligation to publicly update
or revise any forward-looking statements to reflect future events, information
or circumstances that arise after the date of this release.