As filed with the Securities and Exchange Commission on June 20, 2006

                                           Registration No. 333-

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

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


                           NEWELL RUBBERMAID INC.

           (Exact name of registrant as specified in its charter)

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

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

                 NEWELL RUBBERMAID INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)

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

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

                                   With a copy to:
                                 Lauralyn G. Bengel
                                  Schiff Hardin LLP
                                  6600 Sears Tower
                               Chicago, Illinois 60606
                                   (312) 258-5500

<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 (1)
   ------------------------------------          ----------      --------------      --------------      ----------------
   <s>                                           <c>               <c>              <c>                  <c>
   Common Stock, par value $1.00 per share       5,000,000         $24.66 (2)       $123,300,000 (2)      $12,193.10 (2)
   (including Common Stock Purchase Rights)

   Interests in the Plan                            (3)               (3)                 (2)                  (3)


</TABLE>


   (1)  On May 16, 2006, Newell Rubbermaid Inc. (the "Registrant") filed
        a Registration Statement on Form S-8 (File No. 333-134177) to
        register 5,000,000 shares of Common Stock issuable under the
        Newell Rubbermaid Inc. Employee Stock Purchase Plan (the "Plan")
        and an indeterminate number of participation interests in the
        Plan.  No shares or participation interests included in that
        Registration Statement have been offered or sold.  Concurrent
        with this filing, and in order to avoid any question as to the
        Registrant's ability to use a Form S-8 at the time of the
        original filing, the Registrant is filing a post-effective
        amendment to the Registration Statement to deregister all of the
        5,000,000 shares and participation interests.  The previously
        paid registration fee relating to these shares of $14,642.95 is
        being carried over and used to offset the filing fee for this
        Registration Statement.  Because the amount of the carried-over
        fee exceeds the filing fee calculated for this Registration
        Statement, no filing fee is being paid at this time.

   (2)  Estimated on the basis of $24.66 per share, the average of the
        high and low sales prices of the Common Stock as reported on the
        New York Stock Exchange on June 13, 2006.  (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 Plan
        described herein for which no separate fee is required.

   (4)  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.



                                      2




                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following documents filed by the Registrant are incorporated
   herein by reference:


        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2005.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2006.

        (c)  All other reports filed by the Registrant pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934 since the end of 2005.

        (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.

        (e)  The description of the Registrant's Rights contained in the
             Registration Statement on Form 8-A/A filed on October 27,
             2003.

        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 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

                                      3



   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

                                      4



   deemed exclusive of any other rights to which the party seeking
   indemnification may be entitled; and the corporation is empowered to
   purchase and maintain insurance on behalf of a director, officer,
   employee or agent of the corporation against any liability asserted
   against him or her or incurred by him or her in any such capacity or
   arising out of his or her status as such whether or not the
   corporation would have the power to indemnify him or her against such
   liabilities under Section 145; and that, unless indemnification is
   ordered by a court, the determination that indemnification under
   subsections (a) and (b) of Section 145 is proper because the director,
   officer, employee or agent has met the applicable standard of conduct
   under such subsections shall be made by (1) a majority vote of the
   directors who are not parties to such action, suit or proceeding, even
   though less than a quorum, or (2) if there are no such directors, or
   if such directors so direct, by independent legal counsel in a written
   opinion, or (3) by the stockholders.

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

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

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.  EXHIBITS.

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



                                      5



   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 with or
   furnished to the Commission 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, where
   applicable, 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

                                      6



   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 Atlanta, State of Georgia, on the 10th day of May,
   2006.

                                      NEWELL RUBBERMAID INC.
                                      (Registrant)


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


        Each person whose signature appears below appoints J. Patrick
   Robinson, Ronald L. Hardnock and Dale L. Matschullat, or any one of
   them, as such person's true and lawful attorneys to execute in the
   name of each such person, and to file, any pre-effective or post-
   effective amendments to this Registration Statement that any of such
   attorneys shall deem necessary or advisable to enable the Registrant
   to comply with the Securities Act of 1933, as amended, and any rules,
   regulations and requirements of the Securities and Exchange Commission
   with respect thereto, in connection with this Registration Statement,
   which amendments may make such changes in such Registration Statement
   as any of the above-named attorneys deems appropriate, and to comply
   with the undertakings of the Registrant made in connection with this
   Registration Statement; and each of the undersigned hereby ratifies
   all that any of said attorneys shall do or cause to be done by virtue
   thereof.

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

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

    /s/ Mark D. Ketchum             President and Chief     May 10, 2006
    ------------------------------  Executive Officer
    Mark D. Ketchum                 (Principal Executive
                                    Officer) and Director





                                      8



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

    /s/ J. Patrick Robinson         Vice President - Chief  May 10, 2006
    ------------------------------  Financial Officer
    J. Patrick Robinson             (Principal Financial
                                    Officer)

    /s/ Ronald L. Hardnock          Vice President -        May 10, 2006
    ------------------------------  Corporate Controller
    Ronald L. Hardnock              (Principal Accounting
                                    Officer)

    /s/ Thomas E. Clarke                   Director         May 10, 2006
    ------------------------------
    Thomas E. Clarke


    /s/ Scott S. Cowen                     Director         May 10, 2006
    ------------------------------
    Scott S. Cowen


    /s/ Michael T. Cowhig                  Director         May 10, 2006
    ------------------------------
    Michael T. Cowhig


    /s/ William D. Marohn            Chairman of the Board  May 10, 2006
    ------------------------------       and Director
    William D. Marohn


    /s/ Elizabeth Cuthbert Millett         Director         May 10, 2006
    ------------------------------
    Elizabeth Cuthbert Millett


    /s/ Cynthia A. Montgomery              Director         May 10, 2006
    ------------------------------
    Cynthia A. Montgomery


    /s/ Allan P. Newell                    Director         May 10, 2006
    ------------------------------
    Allan P. Newell


    /s/ Steven J. Strobel                  Director         May 10, 2006
    ------------------------------
    Steven J. Strobel



                                      9



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

    /s/ Gordon R. Sullivan                 Director         May 10, 2006
    ------------------------------
    Gordon R. Sullivan


    /s/ Raymond G. Viault                                   May 10, 2006
    ------------------------------         Director
    Raymond G. Viault











































                                     10



        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Atlanta, State of Georgia, on May 10,
   2006.

                                 NEWELL RUBBERMAID INC.
                                 EMPLOYEE STOCK PURCHASE PLAN


                                 By:  /s/ Thomas E. Clarke
                                      --------------------------
                                      Thomas E. Clarke
                                      Chairman, Organizational
                                      Development & Compensation
                                      Committee






































                                     11



                              INDEX TO EXHIBITS


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

           4        Rights Agreement, dated as of August 6, 1998,
                    between the Company and First Chicago Trust
                    Company of New York, as Rights Agent
                    (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K
                    dated August 6, 1998, File No. 001-09608), as
                    amended by a First Amendment to Rights
                    Agreement effective as of September 29, 2003,
                    between the Company and The Bank of New York,
                    as Rights Agent (incorporated by reference to
                    Exhibit 4.2 to the Company's Registration
                    Statement on Form 8-A/A, filed October 27,
                    2003).

          23        Consent of Ernst & Young LLP.

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





























                                     12
[{"type": "S-8", "sequence": "1", "filename": "x0620-s8.txt", "secsgml_size_bytes": 24679}]
{"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": "333-135152", "film-number": "06914647"}, "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 June 20, 2006

                                           Registration No. 333-

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

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

                           NEWELL RUBBERMAID INC.

           (Exact name of registrant as specified in its charter)

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

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

                 NEWELL RUBBERMAID INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)

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

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

                                   With a copy to:
                                 Lauralyn G. Bengel
                                  Schiff Hardin LLP
                                  6600 Sears Tower
                               Chicago, Illinois 60606
                                   (312) 258-5500
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 (1)
   ------------------------------------          ----------      --------------      --------------      ----------------
Common Stock, par value $1.00 per share       5,000,000         $24.66 (2)       $123,300,000 (2)      $12,193.10 (2)
   (including Common Stock Purchase Rights)

   Interests in the Plan                            (3)               (3)                 (2)                  (3)
(1)  On May 16, 2006, Newell Rubbermaid Inc. (the "Registrant") filed
        a Registration Statement on Form S-8 (File No. 333-134177) to
        register 5,000,000 shares of Common Stock issuable under the
        Newell Rubbermaid Inc. Employee Stock Purchase Plan (the "Plan")
        and an indeterminate number of participation interests in the
        Plan.  No shares or participation interests included in that
        Registration Statement have been offered or sold.  Concurrent
        with this filing, and in order to avoid any question as to the
        Registrant's ability to use a Form S-8 at the time of the
        original filing, the Registrant is filing a post-effective
        amendment to the Registration Statement to deregister all of the
        5,000,000 shares and participation interests.  The previously
        paid registration fee relating to these shares of $14,642.95 is
        being carried over and used to offset the filing fee for this
        Registration Statement.  Because the amount of the carried-over
        fee exceeds the filing fee calculated for this Registration
        Statement, no filing fee is being paid at this time.

   (2)  Estimated on the basis of $24.66 per share, the average of the
        high and low sales prices of the Common Stock as reported on the
        New York Stock Exchange on June 13, 2006.  (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 Plan
        described herein for which no separate fee is required.

   (4)  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.

                                      2

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following documents filed by the Registrant are incorporated
   herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2005.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2006.

        (c)  All other reports filed by the Registrant pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934 since the end of 2005.

        (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.

        (e)  The description of the Registrant's Rights contained in the
             Registration Statement on Form 8-A/A filed on October 27,
             2003.

        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 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

                                      3

   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

                                      4

   deemed exclusive of any other rights to which the party seeking
   indemnification may be entitled; and the corporation is empowered to
   purchase and maintain insurance on behalf of a director, officer,
   employee or agent of the corporation against any liability asserted
   against him or her or incurred by him or her in any such capacity or
   arising out of his or her status as such whether or not the
   corporation would have the power to indemnify him or her against such
   liabilities under Section 145; and that, unless indemnification is
   ordered by a court, the determination that indemnification under
   subsections (a) and (b) of Section 145 is proper because the director,
   officer, employee or agent has met the applicable standard of conduct
   under such subsections shall be made by (1) a majority vote of the
   directors who are not parties to such action, suit or proceeding, even
   though less than a quorum, or (2) if there are no such directors, or
   if such directors so direct, by independent legal counsel in a written
   opinion, or (3) by the stockholders.

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

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

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.  EXHIBITS.

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

                                      5

   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 with or
   furnished to the Commission 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, where
   applicable, 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

                                      6

   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 Atlanta, State of Georgia, on the 10th day of May,
   2006.

                                      NEWELL RUBBERMAID INC.
                                      (Registrant)

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

        Each person whose signature appears below appoints J. Patrick
   Robinson, Ronald L. Hardnock and Dale L. Matschullat, or any one of
   them, as such person's true and lawful attorneys to execute in the
   name of each such person, and to file, any pre-effective or post-
   effective amendments to this Registration Statement that any of such
   attorneys shall deem necessary or advisable to enable the Registrant
   to comply with the Securities Act of 1933, as amended, and any rules,
   regulations and requirements of the Securities and Exchange Commission
   with respect thereto, in connection with this Registration Statement,
   which amendments may make such changes in such Registration Statement
   as any of the above-named attorneys deems appropriate, and to comply
   with the undertakings of the Registrant made in connection with this
   Registration Statement; and each of the undersigned hereby ratifies
   all that any of said attorneys shall do or cause to be done by virtue
   thereof.

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

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

    /s/ Mark D. Ketchum             President and Chief     May 10, 2006
    ------------------------------  Executive Officer
    Mark D. Ketchum                 (Principal Executive
                                    Officer) and Director

                                      8

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

    /s/ J. Patrick Robinson         Vice President - Chief  May 10, 2006
    ------------------------------  Financial Officer
    J. Patrick Robinson             (Principal Financial
                                    Officer)

    /s/ Ronald L. Hardnock          Vice President -        May 10, 2006
    ------------------------------  Corporate Controller
    Ronald L. Hardnock              (Principal Accounting
                                    Officer)

    /s/ Thomas E. Clarke                   Director         May 10, 2006
    ------------------------------
    Thomas E. Clarke

    /s/ Scott S. Cowen                     Director         May 10, 2006
    ------------------------------
    Scott S. Cowen

    /s/ Michael T. Cowhig                  Director         May 10, 2006
    ------------------------------
    Michael T. Cowhig

    /s/ William D. Marohn            Chairman of the Board  May 10, 2006
    ------------------------------       and Director
    William D. Marohn

    /s/ Elizabeth Cuthbert Millett         Director         May 10, 2006
    ------------------------------
    Elizabeth Cuthbert Millett

    /s/ Cynthia A. Montgomery              Director         May 10, 2006
    ------------------------------
    Cynthia A. Montgomery

    /s/ Allan P. Newell                    Director         May 10, 2006
    ------------------------------
    Allan P. Newell

    /s/ Steven J. Strobel                  Director         May 10, 2006
    ------------------------------
    Steven J. Strobel

                                      9

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

    /s/ Gordon R. Sullivan                 Director         May 10, 2006
    ------------------------------
    Gordon R. Sullivan

    /s/ Raymond G. Viault                                   May 10, 2006
    ------------------------------         Director
    Raymond G. Viault

                                     10

        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Atlanta, State of Georgia, on May 10,
   2006.

                                 NEWELL RUBBERMAID INC.
                                 EMPLOYEE STOCK PURCHASE PLAN

                                 By:  /s/ Thomas E. Clarke
                                      --------------------------
                                      Thomas E. Clarke
                                      Chairman, Organizational
                                      Development & Compensation
                                      Committee

                                     11

                              INDEX TO EXHIBITS

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

           4        Rights Agreement, dated as of August 6, 1998,
                    between the Company and First Chicago Trust
                    Company of New York, as Rights Agent
                    (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K
                    dated August 6, 1998, File No. 001-09608), as
                    amended by a First Amendment to Rights
                    Agreement effective as of September 29, 2003,
                    between the Company and The Bank of New York,
                    as Rights Agent (incorporated by reference to
                    Exhibit 4.2 to the Company's Registration
                    Statement on Form 8-A/A, filed October 27,
                    2003).

          23        Consent of Ernst & Young LLP.

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

                                     12