As filed with the Securities and Exchange Commission on May 12, 2003

                                      Registration No. 333-

   =====================================================================

                     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)

                     DEERFIELD CORPORATE CENTRE ONE
                      13010 MORRIS ROAD, SUITE 100
                       ALPHARETTA, GEORGIA 30004
      (Address of principal executive offices, including zip code)


         NEWELL RUBBERMAID INC. 2002 DEFERRED COMPENSATION PLAN
                        (Full title of the plan)

                          DALE L. MATSCHULLAT
                     VICE PRESIDENT-GENERAL COUNSEL
                     6833 STALTER DRIVE, SUITE 101
                        ROCKFORD, ILLINOIS 61108
                (Name and address of agent for service)

                             (815) 381-8114
     (Telephone number, including area code, of agent for service)

                            WITH A COPY TO:

                           LAURALYN G. BENGEL
                         SCHIFF HARDIN & WAITE
                            6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606
                             (312) 258-5500

                    -------------------------------





<Table>
<Caption>
                       CALCULATION OF REGISTRATION FEE
       <s>                                  <c>                <c>               <c>                <c>
                                                AMOUNT            PROPOSED          PROPOSED
           TITLE OF SECURITIES TO BE             TO BE            MAXIMUM            MAXIMUM           AMOUNT OF
                   REGISTERED                 REGISTERED       OFFERING PRICE       AGGREGATE       REGISTRATION FEE
                                                                 PER SHARE       OFFERING PRICE


       Deferred Compensation Obligations    $30,000,000 (1)          N/A           $30,000,000        $2,427.00

       Common Stock, par value $1.00
       per share (including Common
       Stock Purchase Rights)                 500,000(2)(3)       $29.085(4)      $14,542,500(4)      $1,176.49(4)

       Interests in the Plans                      (5)               (5)               (5)                 (5)


</Table>

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

    (2)  The $30,000,00 in Deferred Compensation Obligations includes
         the value of 500,000 shares of Common Stock issuable under the Plan.

    (3)  Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover any additional shares of Common Stock
         which become issuable under the Plan pursuant to this Registration
         Statement by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction effected without
         the receipt of consideration which results in an increase in the
         number of the Registrant's outstanding shares of Common Stock.

   (4)   Estimated on the basis of $29.085 per share, the average of the high
         and low sales prices of the Common Stock as reported on the
         New York Stock Exchange on May 6, 2003.  (See Rules 457(c) and 457(h)
         of the Securities Act of 1933.)  This portion of the Registration
         Fee is included in the $2,427.00 Registration Fee paid with respect
         to the Deferred Compensation Obligations.

   (5)   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, 2002;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2003;

        (c)  The Registrant's current reports on Form 8-K filed on
             January 8, 2003, January 10, 2003, January 22, 2003, May 5,
             2003 and May 6, 2003.

        (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 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 with an
   opportunity to defer a portion of their pre-tax compensation
   (including base salary, director fees and bonus) and accrue tax-
   deferred earnings (or losses) on the amount that is deferred.  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 amount
   of compensation to be deferred under the Plan is based on elections by
   each Plan participant in accordance with the terms of the Plan, and
   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.

        The Obligations will track one or more investment alternatives
   chosen by each Plan participant, and the amount of the Obligations
   payable to each Plan participant will increase or decrease based on
   the investment returns of the chosen investment alternatives.  One of
   the available investment alternatives is investment in the

                                       3





   Registrant's Common Stock.  However, the Plan participants will have
   no ownership interest in any of the investment alternatives.

        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 $30,000,000, which includes 500,000 shares
   of Common Stock being registered as well.

   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

                                       4








   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

                                       5






   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 on page 9 hereof.

   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

                                       6







             (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.










                                       7


                                 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 the 7th day of May, 2003.

                                 NEWELL RUBBERMAID INC.
                                 (Registrant)

                                 By: /s/ William T. Alldredge
                                     --------------------------------
                                     William T. Alldredge
                                     President - Corporate
                                     Development and Chief
                                     Financial Officer


        Each person whose signature appears below appoints Joseph Galli,
   Jr., William T. Alldredge, Andrea L. Horne or 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.
   <Table>
   <Caption>
                       SIGNATURE                                    TITLE                             DATE
                       ---------                                    -----                             -----
      <s>                                          <c>                                            <c>
      /s/ Joseph Galli, Jr.                        President, Chief Executive Officer             May 7, 2003
      -----------------------------                (Principal Executive Officer) and
      Joseph Galli, Jr.                            Director

      /s/ J. Patrick Robinson                      Vice President - Corporate Controller          May 7, 2003
      -----------------------------                and Chief Accounting Officer (Principal
      J. Patrick Robinson                          Accounting Officer)


                                                                8







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

      /s/ William T. Alldredge                     President - Corporate Development and          May 7, 2003
      -----------------------------                Chief Financial Officer (Principal
      William T. Alldredge                         Financial Officer)

      /s/ Thomas E. Clarke                         Director                                       February 10, 2003
      -----------------------------
      Thomas E. Clarke

      /s/ Scott S. Cowen                           Director                                       February 10, 2003
      -----------------------------
      Scott S. Cowen

      /s/ Alton F. Doody                           Director                                       February 10, 2003
      -----------------------------
      Alton F. Doody

      /s/ William D. Marohn                        Director                                       February 10, 2003
      -----------------------------
      William D. Marohn

      /s/ Elizabeth Cuthbert Millett               Director                                       February 10, 2003
      -----------------------------
      Elizabeth Cuthbert Millett

      /s/ Cynthia A. Montgomery                    Director                                       February 10, 2003
      -----------------------------
      Cynthia A. Montgomery

      /s/ Allan P. Newell                          Director                                       February 10, 2003
      -----------------------------
      Allan P. Newell

      /s/ William P. Sovey                         Chairman of the Board and Director             February 10, 2003
      -----------------------------
      William P. Sovey

      /s/ Gordon R. Sullivan                       Director                                       February 10, 2003
      -----------------------------
      Gordon R. Sullivan

      /s/ Raymond G. Viault                        Director                                       February 10, 2003
      -----------------------------
      Raymond G. Viault

</Table>




                                                                9






       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 Freeport, State of Illinois, on May 9, 2003.


					NEWELL RUBBERMAID INC.
					2002 DEFERRED COMPENSATION PLAN


					By:  /s/ Thomas J. Nohl
					     -----------------------------
					     Thomas J. Nohl
					     Benefits Plans Committee







































                                      10







                              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).

    5        Opinion of Schiff Hardin & Waite.

   23.1      Consent of Ernst & Young LLP.

   23.2      Information Regarding Consent of Arthur Andersen LLP.

   23.3      Consent of Schiff Hardin & Waite (contained in the Opinion
             filed as Exhibit 5).

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






























                                     11
[{"type": "S-8", "sequence": "1", "filename": "x0512s8a.txt", "secsgml_size_bytes": 27693}]
{"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": "333-105177", "film-number": "03693505"}, "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": "NEWELL CO", "date-changed": "19920703"}, {"former-conformed-name": "NEW NEWELL CO", "date-changed": "19870713"}]}
As filed with the Securities and Exchange Commission on May 12, 2003

                                      Registration No. 333-

   =====================================================================

                     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)

                     DEERFIELD CORPORATE CENTRE ONE
                      13010 MORRIS ROAD, SUITE 100
                       ALPHARETTA, GEORGIA 30004
      (Address of principal executive offices, including zip code)

         NEWELL RUBBERMAID INC. 2002 DEFERRED COMPENSATION PLAN
                        (Full title of the plan)

                          DALE L. MATSCHULLAT
                     VICE PRESIDENT-GENERAL COUNSEL
                     6833 STALTER DRIVE, SUITE 101
                        ROCKFORD, ILLINOIS 61108
                (Name and address of agent for service)

                             (815) 381-8114
     (Telephone number, including area code, of agent for service)

                            WITH A COPY TO:

                           LAURALYN G. BENGEL
                         SCHIFF HARDIN & WAITE
                            6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606
                             (312) 258-5500

                    -------------------------------
CALCULATION OF REGISTRATION FEE
AMOUNT            PROPOSED          PROPOSED
           TITLE OF SECURITIES TO BE             TO BE            MAXIMUM            MAXIMUM           AMOUNT OF
                   REGISTERED                 REGISTERED       OFFERING PRICE       AGGREGATE       REGISTRATION FEE
                                                                 PER SHARE       OFFERING PRICE

       Deferred Compensation Obligations    $30,000,000 (1)          N/A           $30,000,000        $2,427.00

       Common Stock, par value $1.00
       per share (including Common
       Stock Purchase Rights)                 500,000(2)(3)       $29.085(4)      $14,542,500(4)      $1,176.49(4)

       Interests in the Plans                      (5)               (5)               (5)                 (5)
(1)  Deferred Compensation Obligations represent general unsecured
         obligations of the Registrant to pay deferred compensation in
         accordance with the above-referenced Plan.

    (2)  The $30,000,00 in Deferred Compensation Obligations includes
         the value of 500,000 shares of Common Stock issuable under the Plan.

    (3)  Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover any additional shares of Common Stock
         which become issuable under the Plan pursuant to this Registration
         Statement by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction effected without
         the receipt of consideration which results in an increase in the
         number of the Registrant's outstanding shares of Common Stock.

   (4)   Estimated on the basis of $29.085 per share, the average of the high
         and low sales prices of the Common Stock as reported on the
         New York Stock Exchange on May 6, 2003.  (See Rules 457(c) and 457(h)
         of the Securities Act of 1933.)  This portion of the Registration
         Fee is included in the $2,427.00 Registration Fee paid with respect
         to the Deferred Compensation Obligations.

   (5)   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, 2002;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2003;

        (c)  The Registrant's current reports on Form 8-K filed on
             January 8, 2003, January 10, 2003, January 22, 2003, May 5,
             2003 and May 6, 2003.

        (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 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 with an
   opportunity to defer a portion of their pre-tax compensation
   (including base salary, director fees and bonus) and accrue tax-
   deferred earnings (or losses) on the amount that is deferred.  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 amount
   of compensation to be deferred under the Plan is based on elections by
   each Plan participant in accordance with the terms of the Plan, and
   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.

        The Obligations will track one or more investment alternatives
   chosen by each Plan participant, and the amount of the Obligations
   payable to each Plan participant will increase or decrease based on
   the investment returns of the chosen investment alternatives.  One of
   the available investment alternatives is investment in the

                                       3

   Registrant's Common Stock.  However, the Plan participants will have
   no ownership interest in any of the investment alternatives.

        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 $30,000,000, which includes 500,000 shares
   of Common Stock being registered as well.

   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

                                       4

   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

                                       5

   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 on page 9 hereof.

   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

                                       6

             (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.

                                       7

                                 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 the 7th day of May, 2003.

                                 NEWELL RUBBERMAID INC.
                                 (Registrant)

                                 By: /s/ William T. Alldredge
                                     --------------------------------
                                     William T. Alldredge
                                     President - Corporate
                                     Development and Chief
                                     Financial Officer

        Each person whose signature appears below appoints Joseph Galli,
   Jr., William T. Alldredge, Andrea L. Horne or 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/ Joseph Galli, Jr.                        President, Chief Executive Officer             May 7, 2003
      -----------------------------                (Principal Executive Officer) and
      Joseph Galli, Jr.                            Director

      /s/ J. Patrick Robinson                      Vice President - Corporate Controller          May 7, 2003
      -----------------------------                and Chief Accounting Officer (Principal
      J. Patrick Robinson                          Accounting Officer)

                                                                8

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

      /s/ William T. Alldredge                     President - Corporate Development and          May 7, 2003
      -----------------------------                Chief Financial Officer (Principal
      William T. Alldredge                         Financial Officer)

      /s/ Thomas E. Clarke                         Director                                       February 10, 2003
      -----------------------------
      Thomas E. Clarke

      /s/ Scott S. Cowen                           Director                                       February 10, 2003
      -----------------------------
      Scott S. Cowen

      /s/ Alton F. Doody                           Director                                       February 10, 2003
      -----------------------------
      Alton F. Doody

      /s/ William D. Marohn                        Director                                       February 10, 2003
      -----------------------------
      William D. Marohn

      /s/ Elizabeth Cuthbert Millett               Director                                       February 10, 2003
      -----------------------------
      Elizabeth Cuthbert Millett

      /s/ Cynthia A. Montgomery                    Director                                       February 10, 2003
      -----------------------------
      Cynthia A. Montgomery

      /s/ Allan P. Newell                          Director                                       February 10, 2003
      -----------------------------
      Allan P. Newell

      /s/ William P. Sovey                         Chairman of the Board and Director             February 10, 2003
      -----------------------------
      William P. Sovey

      /s/ Gordon R. Sullivan                       Director                                       February 10, 2003
      -----------------------------
      Gordon R. Sullivan

      /s/ Raymond G. Viault                        Director                                       February 10, 2003
      -----------------------------
      Raymond G. Viault
9

       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 Freeport, State of Illinois, on May 9, 2003.

					NEWELL RUBBERMAID INC.
					2002 DEFERRED COMPENSATION PLAN

					By:  /s/ Thomas J. Nohl
					     -----------------------------
					     Thomas J. Nohl
					     Benefits Plans Committee

                                      10

                              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).

    5        Opinion of Schiff Hardin & Waite.

   23.1      Consent of Ernst & Young LLP.

   23.2      Information Regarding Consent of Arthur Andersen LLP.

   23.3      Consent of Schiff Hardin & Waite (contained in the Opinion
             filed as Exhibit 5).

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

                                     11