<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
RPM, INC.
--------------------
(Exact name of issuer as specified in charter)
2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258
--------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (216) 273-5090
--------------
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
1. Title of security - Common Shares, without par value ("Common Shares").
2. Number of shares outstanding before the change - 56,970,129
Common Shares (as of August 31, 1995).
3. Number of shares outstanding after the change - 60,170,129
Common Shares.
4. Effective date of change - September 21, 1995.
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury,
etc.) -
acquisition
Give brief description of transaction -
On September 21, 1995, RPM, Inc., an Ohio corporation ("RPM"),
acquired Narragansett/DSI Acquisition Co., Inc., a Delaware
corporation ("NDSI"), through the merger of RPM, Inc.'s wholly owned
subsidiary, RPM of Delaware, Inc., a Delaware corporation, with and
into NDSI. In connection with the foregoing acquisition, RPM issued
3,200,000 Common Shares, without par value, to the former
securityholders of NDSI.
RPM, INC.
By: /s/ Paul A. Granzier
----------------------------------
Paul A. Granzier, Vice President,
General Counsel and Secretary
September 26, 1995
