SecProbe.io

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<TYPE>LETTER
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      December 16, 2004

Mail Stop 0510

via U.S. Mail and facsimile

P. Kelly Tompkins, Esq.
Senior Vice President, General Counsel, and Secretary
RPM International, Inc.
P.O. Box 777
2628 Pearl Road
Medina, Ohio 44258

      Re: 	RPM International, Inc.
      	Form S-4
		File No. 333-120536

Dear Mr. Tompkins:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Inside Front Cover

1. Please include all of the information required by Item 2(2) of
Form S-4 on the inside front cover page of the prospectus.
Highlight
the date by which investors must request additional information by
print type or otherwise.

Special Note Regarding Forward-Looking Statements; page ii

2. Please remove references to Section 27A of the Securities Act
and
21E of the Exchange Act, and any other reference you may make to
these sections or to the Private Securities Litigation Reform Act.
The safe harbor of the PSLRA does not cover statements made in
connection with tender offers.

8/31/04 Form 10-Q

3. The disclosure in Note F indicates that a $144.6 million
asbestos
liability was recognized as of 5/31/03 "for those pending cases
that
had progressed to a stage where the cost to dispose of these cases
could reasonably be estimated". In the summer of 2003 your third-
party insurance was depleted. No additional liability has been
recorded in the subsequent 15 months through 8/31/04. In a letter
of
supplemental information, please clarify for us why no additional
liability has been recognized -- specifically address the
following
issues:

* There were 2,002 unresolved asbestos claims on 5/31/03. How many
of
these claims had you recorded a liability for @5/31/03? How has
the
amount subsequently paid to resolve these claims (excluding legal
defense costs) compared to what you had estimated in your 5/31/03
analysis? How many of the claims for which a liability was
recorded
@5/31/03 were still unresolved @8/31/04?

* Of the 2,002 unresolved claims for which no liability had been
recorded @5/31/03, how many have subsequently progressed to a
stage
where the cost to dispose of them could reasonably be estimated?
How
much has been paid since 5/31/03 to resolve these claims
(excluding
legal defense costs)?

* The number of unresolved claims has increased from 2,002
@5/31/03
to 6,820 @8/31/04. Why is it that no liability has been recorded
for
these 4,818 new claims?  Given that your accounting policy is to
accrue for future legal defense costs, why has no liability been
recorded for the costs that will be required to defend against
these
new claims? Based on historical experience, it would appear that a
reasonable estimate of the minimum amount of probable loss
stemming
from these new claims should be determinable. The lack of any loss
accruals since 5/31/03 seems to infer that, in management`s
opinion,
even a future settlement/legal cost of $1 million related to these
4,818 new claims is not probable. Please help us to understand the
analysis performed @8/31/04 with regard to the minimum amount of
probable future loss related to your active asbestos claims.

* How much has been paid (excluding legal defense costs) to
resolve
asbestos claims filed after 5/31/03 i.e. for cases other than the
2,002 unresolved claims referenced above.

* Please tell us the total amount of asbestos claims legal defense
costs you have paid between 5/31/03 and 8/31/04. Tell us also your
liability for unpaid legal defense costs @8/31/04, if any.

Summary; page 1

4. The information in the second paragraph that follows the table
of
contents contains a statement that you cannot assure investors
that
information in your prospectus that is based on information
provided
by other sources is accurate or complete.  Please remove this
statement, as you are responsible for all of the information that
appears in your prospectus.

5. Please provide a brief statement in your summary as to the
accounting treatment of the proposed exchange offer.  See Form S-
4,
Item 4(a)(5).

6. We note your summary contains a lengthy description of the
company`s business and business strategy. Further, we note the
identical disclosure appears later in your prospectus. In the
summary, you are to carefully consider and identify those aspects
of
the offering that are the most significant and determine how to
best
highlight those points in clear, plain language. The summary
should
not include a lengthy description of the company`s business and
business strategy. This detailed information is better suited for
the
body of the prospectus. If you want to highlight key aspects of
your
business strategy, consider listing these in a bullet-point
format,
with one sentence per bullet point. See Item 503(a) of Regulation
S-K
and part IV.C. of SEC No. 33-7497.

7. We note the discussion of your business strategy and your
company`s strengths.  Please balance the summary by providing an
equally prominent summary of your competitive weaknesses,
including
your on-going asbestos litigation.  In addition, please provide a
brief summary of the most significant risks associated with an
investment in the notes.  The cross-reference alone on page 6 is
not
meaningful to investors.

8. Include a brief summary of the material provisions of the
indenture, including any covenants or provisions, or the lack of
any
covenants or provisions, which may afford a debt holder protection
in
the event of a highly leveraged transaction, merger, or similar
transaction which may adversely affect the creditworthiness of the
new notes and the ability to waive any such covenants or
provisions.
The cross-reference alone on page 8 is not meaningful to
investors.

Summary Consolidated Financial Data; page 9

9. In footnote (d) on page 10, you state your belief that EBITDA
"provides one of the best comparative measures of pure operating
performance," yet you say that it is not presented as an indicator
of
operating performance.  You also state that EBITDA provides "one
of
the best comparative measures" for operating performance, but that
your method of computation "may or may not be comparable to other
similarly titled measures of other companies."  Please revise to
explain these apparent inconsistencies and address the measure`s
limitations and utility to investors.  Please similarly revise
footnote (b) on page 22.

10. To the extent that your disclosure suggests that EBITDA is a
measure of operating performance, it is unclear to us how EBITDA
could be a useful measure of your operating performance because of
your need for on-going capital expenditures and debt financing.
EBITDA, as well as EBIT, eliminate critical recurring charges that
are a necessary cost of your operations.  Please include a more
comprehensive explanation of why you believe that EBIT and EBITDA
represent useful measures of operating performance for investors.
Describe the shortcomings of the measures, and specifically
discuss
why investors would find these measures valuable in the context in
which they are presented, given the excluded items.

      If after further consideration, you agree that you do not
use
EBITDA as an operating measure, please amend the reference to
EBITDA
on page 10 and to EBIT on page 22.  Item 10(e)(i)(B) of Regulation
S-
K would then require that you reconcile the measure to cash flows
from operations rather than Income Before Taxes.

      For further guidance on this subject, please consult SEC
Release No. 34-47226 (Jan. 22, 2003) and Question 8 of "Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures,"
which you can find on our website at www.sec.gov.

Description of Our Other Indebtedness; page 65

11. Please elaborate on the terms of your outstanding indebtedness
relating to events of default if a default could result in the
acceleration of such indebtedness and therefore an event of
default
under the indenture.  If the violation of financial covenants you
have made in connection with other indebtedness would ultimately
result in an event of default under the indenture, please describe
those covenants as they would be in effect from time to time
throughout the term of the exchange notes.  Finally, if a default
in
any of the terms of your outstanding indebtedness could result in
the
acceleration of that indebtedness and therefore an event of
default
under the indenture, please include a risk factor discussing this
possibility and the company`s ability to repay all accelerated
indebtedness, including the exchange notes, simultaneously.

The Exchange Offer; page 67
Terms of the Exchange Offer; page 67

12. Please confirm that the offer will be open for at least twenty
full business days to ensure compliance with Rule 14e-1(a).  As
currently represented, the offer could be open for less than
twenty
business days due to the 5:00 p.m. New York City expiration time
instead of midnight on what ultimately may be the twentieth
business
day following commencement.  See Q & A #8 in SEC Release No. 34-
16623
(Mar. 5, 1980).  Further, confirm that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

13. We note your reservation of the right to amend the terms of
the
offer.  Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.

Important Rules Concerning The Exchange Offer; page 68

14. We note disclosure that you "reserve the absolute right to
waive
a defects or irregularities or conditions of the exchange offer as
to
any particular initial notes . . . ."  Revise this disclosure to
indicate that to the extent you waive any condition of the offer,
you
will waive that condition for all holders of the initial notes.
Similarly revise the Letter of Transmittal.

15. In the third bullet point, you reserve the right to waive
"ineligibility" of any holder who seeks to tender.  Clarify that
this
does not mean you permit holders to tender who are not eligible to
do
so under the Exxon Capital line of letters.  If instead you are
referring to defects in connection with a tender, please make this
clear.

16. We note on page 69 that your determination of whether certain
offer conditions have occurred or are satisfied is "final and
binding
on all parties" and on page 68 that particular questions shall be
determined in your "sole discretion."  In the absence of any
objective criteria, such as a standard of reasonableness,
satisfaction of the offer conditions in the sole discretion of the
bidder is the equivalent of a waiver of the offer condition.
Please
revise to include an objective standard for the determination of
whether a condition has been satisfied.

Acceptance of Initial Notes for Exchange; page 70

17. We note disclosure indicating that you will return any initial
notes not accepted for exchange "as promptly as practicable"
termination of the exchange offer.  Rule 14e-1(c) requires that
you
exchange the notes or return the initial notes "promptly" upon
expiration or termination of the offer, as applicable.  Please
revise
here and throughout the document, as necessary.  Additionally,
please
revise your disclosure to state that you will issue the exchange
notes or return the initial notes promptly after expiration,
rather
than after acceptance.  See Exchange Act Rule 14e-1(c).

  Conditions to the Exchange Offer; page 72

18. We note you have reserved the right not to accept securities
for
exchange if you determine that the offer would violate applicable
law
or any interpretation of the staff of the SEC, and that you can
assert this right "at any time and from time to time."  Please
revise
to indicate that all conditions to the offer, other than those
subject to government approval will be satisfied or waived prior
to
expiration of the offer.  Please also make similar revisions to
language that appears on pages 68 and 69 suggesting  that you may
determine whether a condition has been satisfied either before or
after the expiration date.  Further confirm your understanding
that
"applicable law" and staff interpretations are not "regulatory
approvals."  Please also confirm your understanding that, in
keeping
with Rule 14e-1(c), the exchange must be made promptly upon
expiration of the offer.

19. You indicate that your failure to assert conditions will not
mean
that you have waived your right to do so.  Please note that you
may
not implicitly waive an offer condition by failing to assert it.
If
you decide to waive a condition, you must expressly announce the
decision in a manner reasonably calculated to inform security
holders
of the waiver.  Please confirm your understanding supplementally.

20. Please revise to disclose all conditions to the exchange offer
in
this section, and to clarify the summary of the conditions on page
5.
The condition in the last sentence of this section is not
disclosed
in the summary, and, on page 5 of the summary, you have included a
condition that is not disclosed here.

Certain U.S. Federal Income Tax Considerations; page 75

21. Revise this subheading as well as the disclosure that follows
and
that appears in the summary to clarify that you are discussing all
"material," rather than "certain" or "certain material" tax
considerations.

22. The language that the exchange offer "should not" constitute a
taxable exchange and similar language in this section suggests
uncertainty about the consequences of this offer.  Please revise
here
and in the summary, to provide a more definitive statement.

23. Delete the statement that the discussion is "of a general
nature"
and is included "solely for informational purposes."  Also delete
the
statement that "[n]o representation is made . . . ."  This
language
may suggest that you do not have full responsibility under the
federal securities laws for this discussion.  Note that we do not
object to the statement that purchasers should consult their tax
advisors with respect to their particular circumstances.

Exhibits

24. We note that the opinion of counsel contained as Exhibit 5.1
qualifies its opinion on New York law, which governs the
indenture,
the purchase agreement, and the registration rights agreement,
only
to the extent that New York law is "construed and applied with the
same effect as the substantive law of Ohio."  Please provide a
revised legality opinion that provides an unqualified opinion as
to
New York law.

25. Delete language in the letter of transmittal requiring the
note
holder to acknowledge or certify that he has "read" or
"understands"
all of the terms of the exchange offer.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any