As filed with the Securities and Exchange Commission on February 8, 2008
                                                  Registration No. 333-

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           Registration Statement
                                    under
                         The Securities Act of 1933

                           NEWELL RUBBERMAID INC.
           (Exact name of registrant as specified in its charter)

            DELAWARE                                  36-3514169
         (State or other                           (I.R.S. employer
         jurisdiction of                         identification no.)
        incorporation or
          organization)

                            10B Glenlake Parkway
                                 Suite 300
                           Atlanta, Georgia 30328
        (Address of principal executive offices, including zip code)


           NEWELL RUBBERMAID INC. 2008 DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                            Dale L. Matschullat
       Senior Vice President, General Counsel and Corporate Secretary
                      10B Glenlake Parkway, Suite 300
                           Atlanta, Georgia 30328
                  (Name and address of agent for service)

                               (770) 407-3830
       (Telephone number, including area code, of agent for service)

                              With a copy to:

                             Lauralyn G. Bengel
                             Schiff Hardin LLP
                              6600 Sears Tower
                          Chicago, Illinois 60606
                               (312) 258-5670

   <TABLE>
   <CAPTION>

                                                 CALCULATION OF REGISTRATION FEE

                                                                                Proposed        Proposed
                                                                                 maximum        maximum
                                                                 Amount         offering       aggregate         Amount of
                                                                 to be            price      offering price     registration
            Title of Securities to be Registered               registered       per share      ---------            fee
            ------------------------------------               ----------       --------                        ------------
   <s>                                                       <c>                   <c>        <c>                <c>
   Deferred Compensation Obligations                         $50,000,000(1)        N/A        $50,000,000        $1,965.00

   Interests in the Plan                                          (2)              (2)            (2)               (2)


   (1)     Deferred Compensation Obligations represent general unsecured obligations of the Registrant to pay
           deferred compensation in accordance with the above-referenced Plan.

   (2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
           covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein
           for which no separate fee is required.

    </TABLE>




                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by Newell Rubbermaid Inc. (the
   "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2006;

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarters ended March 31, 2007, June 30, 2007 and September
             30, 2007;

        (c)  All other reports of the Registrant filed pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934, as amended, since the end of 2006; and

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-B filed
             on June 30, 1987.

        All documents subsequently filed by the Registrant or the Plan
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, prior to the filing of a post-effective
   amendment which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference herein and to be a part
   hereof from the date of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        The Plan provides a select group of management or highly
   compensated employees of the Registrant and its affiliates, and non-
   employee directors of the Registrant, with an opportunity to defer a
   portion of their compensation (including base salary, bonus and
   director fees) on a pre-tax basis.  The Registrant may make
   discretionary credits of employer contributions to participants'
   accounts under the Plan.  Participants' accounts also reflect certain
   amounts transferred from their accounts under the Newell Rubbermaid
   Inc. 2002 Deferred Compensation Plan.  The amount of compensation
   deferred under the Plan is based on elections by each Plan participant
   in accordance with the terms of the Plan, the Registrant
   contributions, the amounts, if any, transferred to their accounts
   under the Plan and the earnings or losses thereon.  The obligation of
   the Registrant to pay such deferred compensation (the "Obligations")
   will become due as pre-designated by each Plan participant or on
   retirement, death or other termination of employment in the form and







   on the date or dates determined in accordance with the terms of the
   Plan.

        Amounts deferred under the Plan will be credited with investment
   returns based on investment alternatives chosen by each Plan
   participant, and the amount of the Obligations payable to each Plan
   participant will reflect the investment returns of the chosen
   investment alternatives.  However, the Plan participants will have no
   ownership interest in any of the investment alternatives.  Each Plan
   participant is an unsecured general creditor of the Registrant with
   respect to his or her own interest in the Plan.  Benefits are payable
   solely from the general funds of the Registrant.

        The Obligations cannot be assigned, transferred, pledged or
   otherwise encumbered by the Plan participants, except that each Plan
   participant may designate one or more beneficiaries to receive
   benefits upon his or her death.  The Registrant reserves the right to
   amend or partially or completely terminate the Plan, provided that
   such amendment or termination does not result in any reduction of a
   Plan participant's account balance, including previous earnings or
   losses, as of the date of such amendment or termination.

        The total amount of Obligations being registered pursuant to this
   Registration Statement is $50,000,000.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 102 of the Delaware law allows a corporation to eliminate
   the personal liability of a director to the corporation or its
   stockholders for monetary damages for breach of fiduciary duty as a
   director, except in cases where the director breached his or her duty
   of loyalty to the corporation or its stockholders, failed to act in
   good faith, engaged in intentional misconduct or a knowing violation
   of the law, willfully or negligently authorized the unlawful payment
   of a dividend or approved an unlawful stock redemption or repurchase
   or obtained an improper personal benefit.  The Registrant Charter
   contains a provision which eliminates directors' personal liability as
   set forth above.

        The Charter and the Bylaws of the Registrant provide in effect
   that the Registrant shall indemnify its directors and officers to the
   extent permitted by the Delaware law.  Section 145 of the Delaware law
   provides that a Delaware corporation has the power to indemnify its
   directors, officers, employees and agents in certain circumstances.









        Subsection (a) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, who was or is a party or
   is threatened to be made a party to any threatened, pending or
   completed action, suit or proceeding, whether civil, criminal,
   administrative or investigative (other than an action by or in the
   right of the corporation), against expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement actually and
   reasonably incurred in connection with such action, suit or proceeding
   provided that such director, officer, employee or agent acted in good
   faith and in a manner he or she reasonably believed to be in or not
   opposed to the best interests of the corporation, and, with respect to
   any criminal action or proceeding, provided that such director,
   officer, employee or agent had no reasonable cause to believe that his
   or her conduct was unlawful.

        Subsection (b) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, who was or is a party or
   is threatened to be made a party to any threatened, pending or
   completed action or suit by or in the right of the corporation to
   procure a judgment in its favor by reason of the fact that such person
   acted in any of the capacities set forth above, against expenses
   (including attorneys' fees) actually and reasonably incurred in
   connection with the defense or settlement of such action or suit
   provided that such person acted in good faith and in a manner he or
   she reasonably believed to be in or not opposed to the best interests
   of the corporation, except that no indemnification may be made in
   respect of any claim, issue or matter as to which such person shall
   have been adjudged to be liable to the corporation unless and only to
   the extent that the Court of Chancery shall determine that despite the
   adjudication of liability such person is fairly and reasonably
   entitled to indemnity for such expenses which the court shall deem
   proper.

        Section 145 further provides that to the extent that a director
   or officer or employee of a corporation has been successful in the
   defense of any action, suit or proceeding referred to in subsections
   (a) and (b) or in the defense of any claim, issue or matter therein,
   he or she shall be indemnified against expenses (including attorneys'
   fees) actually and reasonably incurred by him or her in connection
   therewith; that indemnification provided by Section 145 shall not be
   deemed exclusive of any other rights to which the party seeking
   indemnification may be entitled; and the corporation is empowered to
   purchase and maintain insurance on behalf of a director, officer,
   employee or agent of the corporation against any liability asserted
   against him or her or incurred by him or her in any such capacity or
   arising out of his or her status as such whether or not the
   corporation would have the power to indemnify him or her against such
   liabilities under Section 145; and that, unless indemnification is







   ordered by a court, the determination that indemnification under
   subsections (a) and (b) of Section 145 is proper because the director,
   officer, employee or agent has met the applicable standard of conduct
   under such subsections shall be made by (1) a majority vote of the
   directors who are not parties to such action, suit or proceeding, even
   though less than a quorum, or (2) if there are no such directors, or
   if such directors so direct, by independent legal counsel in a written
   opinion, or (3) by the stockholders.

        The Registrant has in effect insurance policies for general
   officers' and directors' liability insurance covering all of the
   Registrant's officers and directors.  The Registrant also has entered
   into indemnification agreements with each of its officers and
   directors that provide that the officers and directors will be
   entitled to their indemnification rights as they existed at the time
   they entered into the agreements, regardless of subsequent changes in
   the Registrant's indemnification policy.

        Pursuant to an Agreement and Plan of Merger by and between Newell
   Co., Rooster Company and Rubbermaid Incorporated dated as of October
   20, 1998 (the "Merger Agreement"), the Registrant will, to the fullest
   extent not prohibited by applicable law, indemnify, defend and hold
   harmless each person who is now, or has been at any time prior to the
   date of the merger agreement, or who becomes prior to the Effective
   Time (as defined in the Merger Agreement), an officer, director or
   employee of Rubbermaid or any of its subsidiaries against any losses,
   expenses, claims, damages or liabilities (1) arising out of acts or
   omissions occurring at or prior to the Effective Time that are based
   on or arising out of the fact that such person is or was a director,
   officer or employee of Rubbermaid or any of its subsidiaries or served
   as a fiduciary under or with respect to any Rubbermaid employee
   benefit plan and (2) to the extent they are based on or arise out of
   the transactions contemplated by the Merger Agreement.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.     EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:







             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 that is
   incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or







   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.


















































                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, as amended, the Registrant certifies that it has
   reasonable grounds to believe that it meets all the requirements for
   filing on Form S-8 and has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, thereunto duly authorized,
   in the City of Atlanta, State of Georgia, on the 7th day of November,
   2007.

                                NEWELL RUBBERMAID INC.
                                (Registrant)


                                By: /s/ Mark D. Ketchum
                                    --------------------------
                                    Mark D. Ketchum
                                    President and Chief Executive Officer


        Each person whose signature appears below appoints J. Patrick
   Robinson, Rick T. Dillon and Dale L. Matschullat, or any one of them,
   as such person's true and lawful attorneys to execute in the name of
   each such person, and to file, any pre-effective or post-effective
   amendments to this Registration Statement that any of such attorneys
   shall deem necessary or advisable to enable the Registrant to comply
   with the Securities Act of 1933, as amended, and any rules,
   regulations and requirements of the Securities and Exchange Commission
   with respect thereto, in connection with this Registration Statement,
   which amendments may make such changes in such Registration Statement
   as any of the above-named attorneys deems appropriate, and to comply
   with the undertakings of the Registrant made in connection with this
   Registration Statement; and each of the undersigned hereby ratifies
   all that any of said attorneys shall do or cause to be done by virtue
   thereof.

        Pursuant to the requirements of the Securities Act of 1933, as
   amended, this Registration Statement has been signed by the following
   persons in the capacities and on the dates indicated.


















    SIGNATURE                      TITLE                  DATE
    ---------                      -----                  ----


    /s/ Mark D. Ketchum            President and Chief    November 7, 2007
    -----------------------------  Executive Officer
    Mark D. Ketchum                (Principal Executive
                                   Officer) and Director


    /s/ J. Patrick Robinson        Executive Vice         November 7, 2007
    -----------------------------  President - Chief
    J. Patrick Robinson            Financial Officer
                                   (Principal Financial
                                   Officer)


    /s/ Rick T. Dillon             Vice President -       November 7, 2007
    -----------------------------  Corporate Controller
    Rick T. Dillon                 (Principal Accounting
                                   Officer)


    /s/ Thomas E. Clarke           Director               November 7, 2007
    -----------------------------
    Thomas E. Clarke


    /s/ Scott S. Cowen             Director               November 7, 2007
    -----------------------------
    Scott S. Cowen


    /s/ Michael T. Cowhig          Director               November 7, 2007
    -----------------------------
    Michael T. Cowhig


    /s/ William D. Marohn          Chairman of the Board  November 7, 2007
    -----------------------------  and Director
    William D. Marohn


    /s/ Elizabeth Cuthbert Millet  Director               November 7, 2007
    -----------------------------
    Elizabeth Cuthbert Millett











    SIGNATURE                      TITLE                  DATE
    ---------                      -----                  ----


    /s/ Cynthia A. Montgomery      Director               November 7, 2007
    -----------------------------
    Cynthia A. Montgomery


    /s/ Steven J. Strobel          Director               November 7, 2007
    -----------------------------
    Steven J. Strobel


    /s/ Gordon R. Sullivan         Director               November 7, 2007
    -----------------------------
    Gordon R. Sullivan


    /s/ Michael A. Todman          Director               November 7, 2007
    -----------------------------
    Michael A. Todman


    /s/ Raymond G. Viault          Director               November 7, 2007
    -----------------------------
    Raymond G. Viault






























        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Atlanta, State of Georgia, on February
   4, 2008.



                                      NEWELL RUBBERMAID INC.
                                      2008 DEFERRED COMPENSATION PLAN




                                      By:  /s/ Thomas J. Nohl
                                           ------------------------------
                                           Thomas J. Nohl
                                           Benefit Plans Administrative
                                             Committee





































                              INDEX TO EXHIBITS
                              -----------------

    Exhibit
    Number      Exhibit
    -------     -------

    4.1         Restated Certificate of Incorporation of Newell
                Rubbermaid Inc., as amended as of April 5, 2001
                (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarterly period March 31, 2001).

    4.2         By-Laws of Newell Rubbermaid Inc., as amended
                (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarterly period ended September 30, 2007).

    5           Opinion of Schiff Hardin LLP.


    23.1        Consent of Ernst & Young LLP.


    23.2        Consent of Schiff Hardin LLP (contained in the Opinion
                filed as Exhibit 5).

    24          Power of Attorney (contained on the signature pages
                hereto).
[{"type": "S-8", "sequence": "1", "filename": "xs8.txt", "secsgml_size_bytes": 24317}]
{"company-data": {"conformed-name": "NEWELL RUBBERMAID INC", "cik": "0000814453", "assigned-sic": "3089", "irs-number": "363514169", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149133", "film-number": "08589901"}, "business-address": {"street1": "10B GLENLAKE PARKWAY", "street2": "STE. 300", "city": "ATLANTA", "state": "2Q", "zip": "30328", "phone": "770-407-3829"}, "mail-address": {"street1": "10B GLENLAKE PARKWAY", "street2": "STE. 300", "city": "ATLANTA", "state": "2Q", "zip": "30328"}, "former-company": [{"former-conformed-name": "NEWELL CO", "date-changed": "19920703"}, {"former-conformed-name": "NEW NEWELL CO", "date-changed": "19870713"}]}
As filed with the Securities and Exchange Commission on February 8, 2008
                                                  Registration No. 333-

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           Registration Statement
                                    under
                         The Securities Act of 1933

                           NEWELL RUBBERMAID INC.
           (Exact name of registrant as specified in its charter)

            DELAWARE                                  36-3514169
         (State or other                           (I.R.S. employer
         jurisdiction of                         identification no.)
        incorporation or
          organization)

                            10B Glenlake Parkway
                                 Suite 300
                           Atlanta, Georgia 30328
        (Address of principal executive offices, including zip code)

           NEWELL RUBBERMAID INC. 2008 DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                            Dale L. Matschullat
       Senior Vice President, General Counsel and Corporate Secretary
                      10B Glenlake Parkway, Suite 300
                           Atlanta, Georgia 30328
                  (Name and address of agent for service)

                               (770) 407-3830
       (Telephone number, including area code, of agent for service)

                              With a copy to:

                             Lauralyn G. Bengel
                             Schiff Hardin LLP
                              6600 Sears Tower
                          Chicago, Illinois 60606
                               (312) 258-5670
CALCULATION OF REGISTRATION FEE

                                                                                Proposed        Proposed
                                                                                 maximum        maximum
                                                                 Amount         offering       aggregate         Amount of
                                                                 to be            price      offering price     registration
            Title of Securities to be Registered               registered       per share      ---------            fee
            ------------------------------------               ----------       --------                        ------------
Deferred Compensation Obligations                         $50,000,000(1)        N/A        $50,000,000        $1,965.00

   Interests in the Plan                                          (2)              (2)            (2)               (2)

   (1)     Deferred Compensation Obligations represent general unsecured obligations of the Registrant to pay
           deferred compensation in accordance with the above-referenced Plan.

   (2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
           covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein
           for which no separate fee is required.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by Newell Rubbermaid Inc. (the
   "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2006;

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarters ended March 31, 2007, June 30, 2007 and September
             30, 2007;

        (c)  All other reports of the Registrant filed pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934, as amended, since the end of 2006; and

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-B filed
             on June 30, 1987.

        All documents subsequently filed by the Registrant or the Plan
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, prior to the filing of a post-effective
   amendment which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference herein and to be a part
   hereof from the date of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        The Plan provides a select group of management or highly
   compensated employees of the Registrant and its affiliates, and non-
   employee directors of the Registrant, with an opportunity to defer a
   portion of their compensation (including base salary, bonus and
   director fees) on a pre-tax basis.  The Registrant may make
   discretionary credits of employer contributions to participants'
   accounts under the Plan.  Participants' accounts also reflect certain
   amounts transferred from their accounts under the Newell Rubbermaid
   Inc. 2002 Deferred Compensation Plan.  The amount of compensation
   deferred under the Plan is based on elections by each Plan participant
   in accordance with the terms of the Plan, the Registrant
   contributions, the amounts, if any, transferred to their accounts
   under the Plan and the earnings or losses thereon.  The obligation of
   the Registrant to pay such deferred compensation (the "Obligations")
   will become due as pre-designated by each Plan participant or on
   retirement, death or other termination of employment in the form and

   on the date or dates determined in accordance with the terms of the
   Plan.

        Amounts deferred under the Plan will be credited with investment
   returns based on investment alternatives chosen by each Plan
   participant, and the amount of the Obligations payable to each Plan
   participant will reflect the investment returns of the chosen
   investment alternatives.  However, the Plan participants will have no
   ownership interest in any of the investment alternatives.  Each Plan
   participant is an unsecured general creditor of the Registrant with
   respect to his or her own interest in the Plan.  Benefits are payable
   solely from the general funds of the Registrant.

        The Obligations cannot be assigned, transferred, pledged or
   otherwise encumbered by the Plan participants, except that each Plan
   participant may designate one or more beneficiaries to receive
   benefits upon his or her death.  The Registrant reserves the right to
   amend or partially or completely terminate the Plan, provided that
   such amendment or termination does not result in any reduction of a
   Plan participant's account balance, including previous earnings or
   losses, as of the date of such amendment or termination.

        The total amount of Obligations being registered pursuant to this
   Registration Statement is $50,000,000.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 102 of the Delaware law allows a corporation to eliminate
   the personal liability of a director to the corporation or its
   stockholders for monetary damages for breach of fiduciary duty as a
   director, except in cases where the director breached his or her duty
   of loyalty to the corporation or its stockholders, failed to act in
   good faith, engaged in intentional misconduct or a knowing violation
   of the law, willfully or negligently authorized the unlawful payment
   of a dividend or approved an unlawful stock redemption or repurchase
   or obtained an improper personal benefit.  The Registrant Charter
   contains a provision which eliminates directors' personal liability as
   set forth above.

        The Charter and the Bylaws of the Registrant provide in effect
   that the Registrant shall indemnify its directors and officers to the
   extent permitted by the Delaware law.  Section 145 of the Delaware law
   provides that a Delaware corporation has the power to indemnify its
   directors, officers, employees and agents in certain circumstances.

        Subsection (a) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, who was or is a party or
   is threatened to be made a party to any threatened, pending or
   completed action, suit or proceeding, whether civil, criminal,
   administrative or investigative (other than an action by or in the
   right of the corporation), against expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement actually and
   reasonably incurred in connection with such action, suit or proceeding
   provided that such director, officer, employee or agent acted in good
   faith and in a manner he or she reasonably believed to be in or not
   opposed to the best interests of the corporation, and, with respect to
   any criminal action or proceeding, provided that such director,
   officer, employee or agent had no reasonable cause to believe that his
   or her conduct was unlawful.

        Subsection (b) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, who was or is a party or
   is threatened to be made a party to any threatened, pending or
   completed action or suit by or in the right of the corporation to
   procure a judgment in its favor by reason of the fact that such person
   acted in any of the capacities set forth above, against expenses
   (including attorneys' fees) actually and reasonably incurred in
   connection with the defense or settlement of such action or suit
   provided that such person acted in good faith and in a manner he or
   she reasonably believed to be in or not opposed to the best interests
   of the corporation, except that no indemnification may be made in
   respect of any claim, issue or matter as to which such person shall
   have been adjudged to be liable to the corporation unless and only to
   the extent that the Court of Chancery shall determine that despite the
   adjudication of liability such person is fairly and reasonably
   entitled to indemnity for such expenses which the court shall deem
   proper.

        Section 145 further provides that to the extent that a director
   or officer or employee of a corporation has been successful in the
   defense of any action, suit or proceeding referred to in subsections
   (a) and (b) or in the defense of any claim, issue or matter therein,
   he or she shall be indemnified against expenses (including attorneys'
   fees) actually and reasonably incurred by him or her in connection
   therewith; that indemnification provided by Section 145 shall not be
   deemed exclusive of any other rights to which the party seeking
   indemnification may be entitled; and the corporation is empowered to
   purchase and maintain insurance on behalf of a director, officer,
   employee or agent of the corporation against any liability asserted
   against him or her or incurred by him or her in any such capacity or
   arising out of his or her status as such whether or not the
   corporation would have the power to indemnify him or her against such
   liabilities under Section 145; and that, unless indemnification is

   ordered by a court, the determination that indemnification under
   subsections (a) and (b) of Section 145 is proper because the director,
   officer, employee or agent has met the applicable standard of conduct
   under such subsections shall be made by (1) a majority vote of the
   directors who are not parties to such action, suit or proceeding, even
   though less than a quorum, or (2) if there are no such directors, or
   if such directors so direct, by independent legal counsel in a written
   opinion, or (3) by the stockholders.

        The Registrant has in effect insurance policies for general
   officers' and directors' liability insurance covering all of the
   Registrant's officers and directors.  The Registrant also has entered
   into indemnification agreements with each of its officers and
   directors that provide that the officers and directors will be
   entitled to their indemnification rights as they existed at the time
   they entered into the agreements, regardless of subsequent changes in
   the Registrant's indemnification policy.

        Pursuant to an Agreement and Plan of Merger by and between Newell
   Co., Rooster Company and Rubbermaid Incorporated dated as of October
   20, 1998 (the "Merger Agreement"), the Registrant will, to the fullest
   extent not prohibited by applicable law, indemnify, defend and hold
   harmless each person who is now, or has been at any time prior to the
   date of the merger agreement, or who becomes prior to the Effective
   Time (as defined in the Merger Agreement), an officer, director or
   employee of Rubbermaid or any of its subsidiaries against any losses,
   expenses, claims, damages or liabilities (1) arising out of acts or
   omissions occurring at or prior to the Effective Time that are based
   on or arising out of the fact that such person is or was a director,
   officer or employee of Rubbermaid or any of its subsidiaries or served
   as a fiduciary under or with respect to any Rubbermaid employee
   benefit plan and (2) to the extent they are based on or arise out of
   the transactions contemplated by the Merger Agreement.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.     EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 that is
   incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or

   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, as amended, the Registrant certifies that it has
   reasonable grounds to believe that it meets all the requirements for
   filing on Form S-8 and has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, thereunto duly authorized,
   in the City of Atlanta, State of Georgia, on the 7th day of November,
   2007.

                                NEWELL RUBBERMAID INC.
                                (Registrant)

                                By: /s/ Mark D. Ketchum
                                    --------------------------
                                    Mark D. Ketchum
                                    President and Chief Executive Officer

        Each person whose signature appears below appoints J. Patrick
   Robinson, Rick T. Dillon and Dale L. Matschullat, or any one of them,
   as such person's true and lawful attorneys to execute in the name of
   each such person, and to file, any pre-effective or post-effective
   amendments to this Registration Statement that any of such attorneys
   shall deem necessary or advisable to enable the Registrant to comply
   with the Securities Act of 1933, as amended, and any rules,
   regulations and requirements of the Securities and Exchange Commission
   with respect thereto, in connection with this Registration Statement,
   which amendments may make such changes in such Registration Statement
   as any of the above-named attorneys deems appropriate, and to comply
   with the undertakings of the Registrant made in connection with this
   Registration Statement; and each of the undersigned hereby ratifies
   all that any of said attorneys shall do or cause to be done by virtue
   thereof.

        Pursuant to the requirements of the Securities Act of 1933, as
   amended, this Registration Statement has been signed by the following
   persons in the capacities and on the dates indicated.

    SIGNATURE                      TITLE                  DATE
    ---------                      -----                  ----

    /s/ Mark D. Ketchum            President and Chief    November 7, 2007
    -----------------------------  Executive Officer
    Mark D. Ketchum                (Principal Executive
                                   Officer) and Director

    /s/ J. Patrick Robinson        Executive Vice         November 7, 2007
    -----------------------------  President - Chief
    J. Patrick Robinson            Financial Officer
                                   (Principal Financial
                                   Officer)

    /s/ Rick T. Dillon             Vice President -       November 7, 2007
    -----------------------------  Corporate Controller
    Rick T. Dillon                 (Principal Accounting
                                   Officer)

    /s/ Thomas E. Clarke           Director               November 7, 2007
    -----------------------------
    Thomas E. Clarke

    /s/ Scott S. Cowen             Director               November 7, 2007
    -----------------------------
    Scott S. Cowen

    /s/ Michael T. Cowhig          Director               November 7, 2007
    -----------------------------
    Michael T. Cowhig

    /s/ William D. Marohn          Chairman of the Board  November 7, 2007
    -----------------------------  and Director
    William D. Marohn

    /s/ Elizabeth Cuthbert Millet  Director               November 7, 2007
    -----------------------------
    Elizabeth Cuthbert Millett

    SIGNATURE                      TITLE                  DATE
    ---------                      -----                  ----

    /s/ Cynthia A. Montgomery      Director               November 7, 2007
    -----------------------------
    Cynthia A. Montgomery

    /s/ Steven J. Strobel          Director               November 7, 2007
    -----------------------------
    Steven J. Strobel

    /s/ Gordon R. Sullivan         Director               November 7, 2007
    -----------------------------
    Gordon R. Sullivan

    /s/ Michael A. Todman          Director               November 7, 2007
    -----------------------------
    Michael A. Todman

    /s/ Raymond G. Viault          Director               November 7, 2007
    -----------------------------
    Raymond G. Viault

        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Atlanta, State of Georgia, on February
   4, 2008.

                                      NEWELL RUBBERMAID INC.
                                      2008 DEFERRED COMPENSATION PLAN

                                      By:  /s/ Thomas J. Nohl
                                           ------------------------------
                                           Thomas J. Nohl
                                           Benefit Plans Administrative
                                             Committee

                              INDEX TO EXHIBITS
                              -----------------

    Exhibit
    Number      Exhibit
    -------     -------

    4.1         Restated Certificate of Incorporation of Newell
                Rubbermaid Inc., as amended as of April 5, 2001
                (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarterly period March 31, 2001).

    4.2         By-Laws of Newell Rubbermaid Inc., as amended
                (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarterly period ended September 30, 2007).

    5           Opinion of Schiff Hardin LLP.

    23.1        Consent of Ernst & Young LLP.

    23.2        Consent of Schiff Hardin LLP (contained in the Opinion
                filed as Exhibit 5).

    24          Power of Attorney (contained on the signature pages
                hereto).