As  filed with the Securities and Exchange Commission on March 24, 1999
                                             Registration No. 333-       
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          _________________________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                          _________________________

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

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

                                Newell Center
                          29 East Stephenson Street
                          Freeport, Illinois 61032
        (Address of principal executive offices, including zip code)

                         RUBBERMAID RETIREMENT PLAN
      RUBBERMAID RETIREMENT PLAN FOR COLLECTIVELY BARGAINED ASSOCIATES
                          (Full title of the plans)

                             Dale L. Matschullat
                       Vice President-General Counsel
                        6833 Stalter Drive, Suite 101
                          Rockford, Illinois 61108
                   (Name and address of agent for service)

                               (815) 381-8110
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                            Frederick L. Hartmann
                             Lauralyn G. Bengel
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5500
                          _________________________
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
                      -------------------------------

                                                                   PROPOSED          PROPOSED
                                                     AMOUNT         MAXIMUM          MAXIMUM 
                                                      TO BE      OFFERING PRICE     AGGREGATE            AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE     OFFERING PRICE      REGISTRATION FEE
       ------------------------------------        ----------    --------------   --------------      ----------------
       <S>                                           <C>            <C>           <C>                   <C>        
       Common Stock, par value $1.00 per share       
       (including Common Stock Purchase Rights)      750,000        46.766        $35,074,500 (2)       $10,347 (2)

       Interests in the Plans                          (3)           (3)               (3)                 (3)

</TABLE>

   (1)  Based upon 500,000 shares of Common Stock to be issued under the
        Rubbermaid Retirement Plan and 250,000 shares of Common Stock to
        be issued under the Rubbermaid Retirement Plan for Collectively
        Bargained Associates.

   (2)  Estimated on the basis of $46.766 per share, the average of the
        high and low sales prices of the Common Stock as reported on the
        New York Stock Exchange on March 22, 1999.  (See Rules 457(c) and
        457(h) of the Securities Act of 1933.)

   (3)  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 Plans
        described herein for which no separate fee is required.

<PAGE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1998; 

        (b)  The Registrant's Current Report on Form 8-K filed with the
                    Securities and Exchange Commission on March 11, 1999;

        (c)  The Form 11-K filed by the each of the Plans on June 26,
             1998;

        (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; and

        (e)  The description of  the Registrant's Rights contained in the
             Registration Statement on Form 8-A12B dated August 28, 1998.

        All documents subsequently filed by the Registrant and the Plans
   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.

        Not applicable.

   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


<PAGE>


   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


<PAGE>


   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 of
   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.  

        Additionally, for six years after the Effective Time, the
   Registrant will maintain in effect Rubbermaid's current directors' and
   officers' liability insurance covering acts or omissions occurring
   prior to the Effective Time with respect to those persons who are
   currently covered by Rubbermaid's directors' and officers' liability
   insurance policy on terms with respect to such coverage and amount no
   less favorable than those of such policy in effect on the date of the
   Merger Agreement; provided that the Registrant may substitute policies
   of the Registrant or its subsidiaries containing terms with respect to
   coverage and amount no less favorable to such directors or officers. 
   The Registrant will not be required to pay aggregate premiums for the


<PAGE>

   insurance described in this paragraph in excess of 200% of the
   aggregate premiums paid by Rubbermaid in 1998, except that if the
   annual premiums of such insurance coverage exceed such amount, the
   Registrant will be obligated to obtain a policy with the best coverage
   available, in the reasonable judgment of the Registrant's Board, for a
   cost up to but not exceeding such amount.  

        For six years after the Effective Time, the Registrant will also
   maintain in effect Rubbermaid's current fiduciary liability insurance
   policies for employees who serve or have served as fiduciaries under
   any Rubbermaid benefit plan with coverages and in amounts no less
   favorable than those of such policy in effect on the date of 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.   The Plans have been submitted in a timely manner to the
   Internal Revenue Service and have received a favorable determination
   that the Plans continue to be qualified under Section 401 of the
   Internal Revenue Code.  All changes required by the Internal Revenue
   Service in order to continue to so qualify the Plans have been made.

   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


<PAGE>

   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 (and each filing
   of the Plan's annual report pursuant to 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.












<PAGE>

                                 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 Rockford, State of Illinois, on this 24th day of March, 1999.

                                 NEWELL CO.


                                 By:  /s/ William T. Alldredge
                                    -------------------------------------
                                           William T. Alldredge
                                           Vice President - Finance


        Each person whose signature appears below appoints John J. McDonough, 
   William T. Alldredge and Dale L. Matschullat or any of them, as such 
   person's true and lawful attorneys to execute in the name of each such 
   person, and to file, any amendments to this Registration Statement that 
   either 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 any of the undersigned hereby ratifies
   all that either 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 date indicated.


<TABLE>
<CAPTION>
              Signature                                    Title                             Date
              ---------                                    -----                             ----
     <S>                                        <C>                                   <C>

       /s/ John J. McDonough                    Vice Chairman and Chief                March 24, 1999
     -------------------------------            Executive Officer (Principal
              John J. McDonough                 Executive Officer) and Director


       /s/ Thomas A. Ferguson, Jr.              President and Chief                    March 24, 1999
     -------------------------------            Operating Officer and Director
              Thomas A. Ferguson, Jr.


       /s/ Donald L. Krause                     Senior Vice President - Corporate      March 24, 1999
     -------------------------------            Controller (Principal Accounting
              Donald L. Krause                  Officer)


       /s/ William T. Alldredge                 Vice President - Finance               March 24, 1999
     -------------------------------            (Principal Financial Officer)
              William T. Alldredge

       /s/ William P. Sovey                     Chairman of the Board of               March 24, 1999
     -------------------------------            Directors
              William P. Sovey


       /s/ Alton F. Doody                       Director                               March 24, 1999
     -------------------------------
              Alton F. Doody



<PAGE>


       /s/ Daniel C. Ferguson                   Director                               March 24, 1999
     -------------------------------
              Daniel C. Ferguson


       /s/ Robert L. Katz                       Director                               March 24, 1999
     -------------------------------
              Robert L. Katz


       /s/ Elizabeth Cuthbert Millett           Director                               March 24, 1999
     ----------------------------------
              Elizabeth Cuthbert Millett


       /s/ Cynthia A. Montgomery                Director                               March 24, 1999
     --------------------------------
              Cynthia A. Montgomery


       /s/ Allan P. Newell                      Director                               March 24, 1999
     --------------------------------
              Allan P. Newell




</TABLE>





<PAGE>


      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 Wooster, State of Ohio, on March 24,
   1999.

                                      RUBBERMAID RETIREMENT PLAN


                                      By:  /s/ William R. Conner
                                         -------------------------------
                                             William R. Conner
                                             Benefit Plans Committee









































<PAGE>

      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 Wooster, State of Ohio, on  March 24,
   1999.

                                      RUBBERMAID RETIREMENT PLAN FOR
                                      COLLECTIVELY BARGAINED ASSOCIATES


                                      By:  /s/ William R. Connor
                                         -------------------------------
                                             William R. Connor
                                              Benefit Plans Committee









































<PAGE>

                              INDEX TO EXHIBITS

     EXHIBIT
     NUMBER                           EXHIBIT
     ------                           -------


        4     Rights Agreement, dated as of August 6, 1998, between
              Newell and First Chicago Trust Company of New York
              (incorporated by reference to Exhibit I to Newell's
              Registration Statement on Form 8-A12B (Reg. No. 1-
              09608), filed with the Commission on August 28, 1998).

      23.1    Consent of Arthur Andersen LLP.

       24     Power of Attorney (set forth on the signature page).





































                                     10
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{"company-data": {"conformed-name": "NEWELL CO", "cik": "0000814453", "assigned-sic": "3221", "irs-number": "363514169", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74925", "film-number": "99571215"}, "business-address": {"street1": "29 E STEPHENSON ST", "street2": "NEWELL CTR", "city": "FREEPORT", "state": "IL", "zip": "61032", "phone": "8152354171"}, "mail-address": {"street1": "29 E STEPHENSON ST", "street2": "NEWELL CTR", "city": "FREEPORT", "state": "IL", "zip": "61032"}, "former-company": {"former-conformed-name": "NEW NEWELL CO", "date-changed": "19870713"}}
As  filed with the Securities and Exchange Commission on March 24, 1999
                                             Registration No. 333-       
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          _________________________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                          _________________________

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

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

                                Newell Center
                          29 East Stephenson Street
                          Freeport, Illinois 61032
        (Address of principal executive offices, including zip code)

                         RUBBERMAID RETIREMENT PLAN
      RUBBERMAID RETIREMENT PLAN FOR COLLECTIVELY BARGAINED ASSOCIATES
                          (Full title of the plans)

                             Dale L. Matschullat
                       Vice President-General Counsel
                        6833 Stalter Drive, Suite 101
                          Rockford, Illinois 61108
                   (Name and address of agent for service)

                               (815) 381-8110
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                            Frederick L. Hartmann
                             Lauralyn G. Bengel
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5500
                          _________________________
CALCULATION OF REGISTRATION FEE
                      -------------------------------

                                                                   PROPOSED          PROPOSED
                                                     AMOUNT         MAXIMUM          MAXIMUM 
                                                      TO BE      OFFERING PRICE     AGGREGATE            AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE     OFFERING PRICE      REGISTRATION FEE
       ------------------------------------        ----------    --------------   --------------      ----------------
Common Stock, par value $1.00 per share       
       (including Common Stock Purchase Rights)      750,000        46.766        $35,074,500 (2)       $10,347 (2)

       Interests in the Plans                          (3)           (3)               (3)                 (3)
(1)  Based upon 500,000 shares of Common Stock to be issued under the
        Rubbermaid Retirement Plan and 250,000 shares of Common Stock to
        be issued under the Rubbermaid Retirement Plan for Collectively
        Bargained Associates.

   (2)  Estimated on the basis of $46.766 per share, the average of the
        high and low sales prices of the Common Stock as reported on the
        New York Stock Exchange on March 22, 1999.  (See Rules 457(c) and
        457(h) of the Securities Act of 1933.)

   (3)  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 Plans
        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 Co. (the "Registrant")
   are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1998; 

        (b)  The Registrant's Current Report on Form 8-K filed with the
                    Securities and Exchange Commission on March 11, 1999;

        (c)  The Form 11-K filed by the each of the Plans on June 26,
             1998;

        (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; and

        (e)  The description of  the Registrant's Rights contained in the
             Registration Statement on Form 8-A12B dated August 28, 1998.

        All documents subsequently filed by the Registrant and the Plans
   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.

        Not applicable.

   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 of
   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.  

        Additionally, for six years after the Effective Time, the
   Registrant will maintain in effect Rubbermaid's current directors' and
   officers' liability insurance covering acts or omissions occurring
   prior to the Effective Time with respect to those persons who are
   currently covered by Rubbermaid's directors' and officers' liability
   insurance policy on terms with respect to such coverage and amount no
   less favorable than those of such policy in effect on the date of the
   Merger Agreement; provided that the Registrant may substitute policies
   of the Registrant or its subsidiaries containing terms with respect to
   coverage and amount no less favorable to such directors or officers. 
   The Registrant will not be required to pay aggregate premiums for the
insurance described in this paragraph in excess of 200% of the
   aggregate premiums paid by Rubbermaid in 1998, except that if the
   annual premiums of such insurance coverage exceed such amount, the
   Registrant will be obligated to obtain a policy with the best coverage
   available, in the reasonable judgment of the Registrant's Board, for a
   cost up to but not exceeding such amount.  

        For six years after the Effective Time, the Registrant will also
   maintain in effect Rubbermaid's current fiduciary liability insurance
   policies for employees who serve or have served as fiduciaries under
   any Rubbermaid benefit plan with coverages and in amounts no less
   favorable than those of such policy in effect on the date of 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.   The Plans have been submitted in a timely manner to the
   Internal Revenue Service and have received a favorable determination
   that the Plans continue to be qualified under Section 401 of the
   Internal Revenue Code.  All changes required by the Internal Revenue
   Service in order to continue to so qualify the Plans have been made.

   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 (and each filing
   of the Plan's annual report pursuant to 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 Rockford, State of Illinois, on this 24th day of March, 1999.

                                 NEWELL CO.

                                 By:  /s/ William T. Alldredge
                                    -------------------------------------
                                           William T. Alldredge
                                           Vice President - Finance

        Each person whose signature appears below appoints John J. McDonough, 
   William T. Alldredge and Dale L. Matschullat or any of them, as such 
   person's true and lawful attorneys to execute in the name of each such 
   person, and to file, any amendments to this Registration Statement that 
   either 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 any of the undersigned hereby ratifies
   all that either 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 date indicated.
Signature                                    Title                             Date
              ---------                                    -----                             ----
/s/ John J. McDonough                    Vice Chairman and Chief                March 24, 1999
     -------------------------------            Executive Officer (Principal
              John J. McDonough                 Executive Officer) and Director

       /s/ Thomas A. Ferguson, Jr.              President and Chief                    March 24, 1999
     -------------------------------            Operating Officer and Director
              Thomas A. Ferguson, Jr.

       /s/ Donald L. Krause                     Senior Vice President - Corporate      March 24, 1999
     -------------------------------            Controller (Principal Accounting
              Donald L. Krause                  Officer)

       /s/ William T. Alldredge                 Vice President - Finance               March 24, 1999
     -------------------------------            (Principal Financial Officer)
              William T. Alldredge

       /s/ William P. Sovey                     Chairman of the Board of               March 24, 1999
     -------------------------------            Directors
              William P. Sovey

       /s/ Alton F. Doody                       Director                               March 24, 1999
     -------------------------------
              Alton F. Doody
/s/ Daniel C. Ferguson                   Director                               March 24, 1999
     -------------------------------
              Daniel C. Ferguson

       /s/ Robert L. Katz                       Director                               March 24, 1999
     -------------------------------
              Robert L. Katz

       /s/ Elizabeth Cuthbert Millett           Director                               March 24, 1999
     ----------------------------------
              Elizabeth Cuthbert Millett

       /s/ Cynthia A. Montgomery                Director                               March 24, 1999
     --------------------------------
              Cynthia A. Montgomery

       /s/ Allan P. Newell                      Director                               March 24, 1999
     --------------------------------
              Allan P. Newell
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 Wooster, State of Ohio, on March 24,
   1999.

                                      RUBBERMAID RETIREMENT PLAN

                                      By:  /s/ William R. Conner
                                         -------------------------------
                                             William R. Conner
                                             Benefit Plans Committee
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 Wooster, State of Ohio, on  March 24,
   1999.

                                      RUBBERMAID RETIREMENT PLAN FOR
                                      COLLECTIVELY BARGAINED ASSOCIATES

                                      By:  /s/ William R. Connor
                                         -------------------------------
                                             William R. Connor
                                              Benefit Plans Committee
INDEX TO EXHIBITS

     EXHIBIT
     NUMBER                           EXHIBIT
     ------                           -------

        4     Rights Agreement, dated as of August 6, 1998, between
              Newell and First Chicago Trust Company of New York
              (incorporated by reference to Exhibit I to Newell's
              Registration Statement on Form 8-A12B (Reg. No. 1-
              09608), filed with the Commission on August 28, 1998).

      23.1    Consent of Arthur Andersen LLP.

       24     Power of Attorney (set forth on the signature page).

                                     10