Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMILEY KEITH R
   2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/ [RPM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Treasurer and Asst. Sec.
(Last)
(First)
(Middle)
2628 PEARL ROAD, P.O. BOX 777		 3. Date of Earliest Transaction (Month/Day/Year)
05/05/2005
(Street)

MEDINA, OH 44258		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 05/05/2005   M   9,033 A $ 12.64 25,713 D  
Common Stock, $0.01 par value 05/05/2005   F   6,701 D $ 17.04 19,012 D  
Common Stock, $0.01 par value 05/05/2005   M   6,592 A $ 12.64 25,604 (1) D  
Common Stock, $0.01 par value               293 (2) D  
Common Stock, $0.01 par value               2,763 (3) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 12.64 05/05/2005   M     9,033   (4) 07/18/2005 Common Stock 9,033 $ 0 22,842 D  
Stock Option (Right to Buy) $ 12.64 05/05/2005   M     6,592   (4) 07/18/2005 Common Stock 6,592 $ 0 16,250 (5) D  
Stock Option (Right to Buy) (6)               (7)   (7) Common Stock 201,750   201,750 (7) D  
Phantom Stock (8)               (9)   (9) Common Stock 4,998   4,998 (10) D  
Phantom Stock (8)               (9)   (9) Common Stock 459   459 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMILEY KEITH R
2628 PEARL ROAD
P.O. BOX 777
MEDINA, OH 44258		       VP, Treasurer and Asst. Sec.  

Signatures

 /s/ Keith R. Smiley, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated November 1, 2004 on file with the Commission   05/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes an aggregate of 5,979 shares of Common Stock issued pursuant to the 1997 RPM International Inc. Restricted Stock Plan, as amended, and 4,000 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan.
(2) Acquired through automatic reinvestment of quarterly dividends pursuant to a Dividend Reinvestment Plan.
(3) Approximate number of shares held as of May 6, 2005 in the account of reporting person by Wachovia Bank, N.A., as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
(4) The option vested in four equal installments on July 18, 1996, 1997, 1998 and 1999.
(5) Granted pursuant to the RPM International Inc. 1989 Stock Option Plan, as amended, in an exempt transaction under Rule 16b-3. These options vest and become exercisable in 25% increments over four years commencing one year after the date of grant. These options were granted in 1996 and expire 10 years from the date of grant.
(6) No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
(7) Granted pursuant to the RPM International Inc. 1996 Key Employees Stock Option Plan, as amended, in an exempt transaction under Rule 16b-3. These options vest and become exercisable in 25% increments over four years commencing one year after the date of grant. These options were granted between 1997 and 2004 and expire 10 years from the date of grant.
(8) 1-for-1
(9) Upon cessation of employment in accordance with the terms and conditions of the RPM International Inc. Deferred Compensation Plan, as amended.
(10) These phantom stock units were accrued and are held in the reporting person's account under the RPM International Inc. Deferred Compensation Plan, as amended.
(11) These phantom stock units represent the stock equivalent value of the restricted stock dividends held in the reporting person's account under the RPM International Inc. Deferred Compensation Plan, as amended, and dividends accrued thereon.

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