SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C   20549


                               FORM 10-K


             Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

         For the fiscal year ended          Commission file number
             December 31, 1997                      1-9608


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


                 DELAWARE                         36-3514169
      (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)          Identification No.)


               Newell Center
         29 East Stephenson Street
            Freeport, Illinois                    61032-0943
 (Address of principal executive offices)         (Zip Code)


 Registrant's telephone number, including area code: (815) 235-4171


 Securities registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange
            Title of each class              on which registered 
            -------------------              ---------------------

 Common Stock, $1 par value per share,      New York Stock Exchange
 and associated Preferred Stock Purchase    Chicago Stock Exchange
 Rights


Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes   X     No 
           -----      -----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. (X)

There were 159.2 million shares of the Registrant's Common Stock
outstanding as of December 31, 1997.  The aggregate market value of
the shares of Common Stock (based upon the closing price on the New
York Stock Exchange on that date) beneficially owned by nonaffiliates
of the Registrant was approximately $6,417.1 million.  For purposes of
the foregoing calculation only, which is required by Form 10-K, the
Registrant has included in the shares owned by affiliates those shares
owned by directors and officers of the Registrant, and such inclusion
shall not be construed as an admission that any such person is an
affiliate for any purpose.

                  Documents Incorporated by Reference


                               Part III

     Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Stockholders to be held May 13, 1998.



<PAGE> 2


Item 1.  Business
- -----------------

     "Newell" or the "Company" refers to Newell Co. alone or with its
wholly-owned subsidiaries, as the context requires.

GENERAL
- -------

     The Company is a manufacturer and full-service marketer of staple
consumer products sold to high-volume purchasers, including, but not
limited to, discount stores and warehouse clubs, home centers and
hardware stores, and office superstores and contract stationers.  The
Company's basic business strategy is to merchandise a multi-product
offering of brand name consumer products, which are concentrated in
product categories with relatively steady demand not dependent on
changes in fashion, technology or season, and to differentiate itself
by emphasizing superior customer service.  The Company's multi-product
offering consists of staple consumer products in three major product
groups: Hardware and Home Furnishings, Office Products, and
Housewares.  The Company's primary financial goals are to increase
sales and earnings per share an average of 15% per year, to achieve an
annual return on beginning equity of 20% or above, to increase
dividends per share in line with earnings growth and to maintain a
prudent ratio of total debt to total capitalization, net of cash
("leverage").  For the ten years ended December 31, 1997, the
Company's compound annual growth rates for sales and earnings per
share were 15% and 17%, respectively, its average annual return on
beginning equity was 21%, its compound annual growth rate for
dividends per share was 19% and its average leverage is 26%.

     The Company's growth strategy emphasizes acquisitions and
internal growth.  The Company has grown both domestically and
internationally by acquiring businesses with brand name product lines
and improving the profitability of such businesses through an
integration process called "Newellization." Since 1990, the Company
has completed more than 15 major acquisitions representing more than
$2 billion in additional sales.  The Company supplements acquisition
growth with internal growth, principally by introducing new products,
entering new domestic and international markets, adding new customers,
cross-selling existing product lines to current customers and
supporting its U.S.-based customers' international expansion.

     Forward-looking statements in this Report are made in reliance
upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Such forward-looking statements may relate to,
but are not limited to, such matters as sales, income, earnings per
share, return on equity, capital expenditures, dividends, capital
structure, free cash flow, debt to capitalization ratios, internal
growth rates, future economic performance, management's plans, goals
and objectives for future operations and growth or the assumptions
relating to any of the forward-looking information.  The Company
cautions that forward-looking statements are not guarantees since
there are inherent difficulties in predicting future results, and that



<PAGE> 3

actual results could differ materially from those expressed or implied
in the forward-looking statements.  Factors that could cause actual
results to differ include, but are not limited to, those matters set
forth in this Report, the documents incorporated by reference herein
and Exhibit 99 to this Report.

PRODUCT GROUPS
- --------------

The Company's three product groups are Hardware and Home Furnishings,
Office Products, and Housewares.

                     HARDWARE AND HOME FURNISHINGS
                     -----------------------------

Window Treatments
- -----------------

     The Company's window treatments business is conducted by the
Levolor Home Fashions, Newell Window Furnishings and Kirsch Window
Fashions Europe divisions.  Levolor Home Fashions and Newell Window
Furnishings primarily design, manufacture or import, package and
distribute drapery hardware, made-to-order and stock horizontal and
vertical blinds, and pleated, cellular and roller shades for the
retail marketplace.  Levolor Home Fashions also produces window
treatment components for custom window treatment fabricators.  Kirsch
Window Fashions Europe primarily designs, manufactures, packages and
distributes drapery hardware and made-to-order window treatments for


     Levolor Home Fashions, Newell Window Furnishings and Kirsch
Window Fashions Europe products are sold primarily under the trade
names of NEWELL{R}, LEVOLOR{R}, LOUVERDRAPE{R}, DEL MAR{R}, KIRSCH{R},
JOANNA{R}, ACRIMO{R} and HOFESA{R}, and the brands SPECTRIM{R}, MAGIC
FIT{R} and RIVIERA{R}.

     Levolor Home Fashions and Newell Window Furnishings market their
products directly and through distributors to mass merchants, home
centers, department/specialty stores, hardware distributors, custom
shops and select contract customers, using a network of manufacturers'
representatives, as well as regional account and market-specific sales
managers.  Kirsch Window Fashions Europe markets its products to mass
merchants and buying groups using a direct sales force.

     Principal U.S. facilities are located in Freeport, Illinois; High
Point, North Carolina and Sturgis, Michigan.  Principal foreign
facilities are located in Prescott, Ontario, Canada; Ablis, France;
Milan, Italy; Lisbon, Portugal; Vitoria, Spain; and Malmo, Sweden.

Hardware and Tools
- ------------------

     The Company's hardware and tools business is conducted by the
Amerock Cabinet and Window Hardware Systems, Bulldog Fastener, EZ



<PAGE> 4

Paintr and BernzOmatic divisions.  Amerock Cabinet and Window Hardware
Systems manufacture or import, package and distribute cabinet hardware
for the retail and O.E.M. marketplace and window hardware for window
manufacturers.  Bulldog packages and distributes hardware, which
includes bolts, screws and mechanical fasteners.  EZ Paintr
manufactures and distributes manual paint applicator products. 
BernzOmatic manufactures and distributes propane/oxygen hand torches.

     Amerock, Bulldog, EZ Paintr and BernzOmatic products are sold
primarily under the trade names of AMEROCK{R}, ALLISON{R}, BULLDOG{R},
STAR{R}, EZ PAINTR{R} and BERNZOMATIC{R}.

     Amerock, Bulldog, EZ Paintr and BernzOmatic market their products
directly and through distributors to mass merchants, home centers,
hardware distributors, cabinet shops and window manufacturers, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

     Principal facilities are located in Rockford, Illinois; Lowell,
Indiana; Memphis, Tennessee; St. Francis, Wisconsin and Medina, New
York.

Picture Frames
- --------------

     The Company's picture frame business is conducted by the
Intercraft/Burnes division.  Intercraft/Burnes primarily designs,
manufactures or imports, packages and distributes wood, wood composite
and metal ready-made picture frames, framed art and photo albums.

     Intercraft/Burnes ready-made picture frames are sold primarily
under the trade names of INTERCRAFT{R}, DECOREL{R}, BURNES OF
BOSTON{R}, CARR{R}, Rarewoods{R} AND TERRAGRAFICS{R}, while framed art
is sold primarily under the DECOREL{R} trade name and photo albums are
sold primarily under the HOLSON{R} trade name.

      Intercraft/Burnes markets its products directly to mass
merchants, warehouse clubs, grocery/drug stores and
department/specialty stores, using a network of manufacturers'
representatives, as well as regional zone and market-specific sales
managers.  INTERCRAFT{R}, DECOREL{R} and HOLSON{R} products are sold
to mass merchants, while the remaining brands are sold primarily to
department/specialty stores.

     Principal U.S facilities are located in Taylor, Texas;
Statesville, North Carolina; Claremont, New Hampshire; Mundelein,
Illinois; North Smithfield, Rhode Island and Covington, Tennessee. 
Principal foreign facilities are located in Mississauga, Ontario,
Canada and Durango, Mexico.



<PAGE> 5

Home Storage Products
- ---------------------

     The Company's home storage business is conducted by its Lee Rowan
division.  Lee Rowan primarily designs, manufactures or imports,
packages and distributes wire storage and laminate products and
ready-to-assemble closet, organization and work shop cabinets.

     Lee Rowan products are sold primarily under the trade names of
LEE ROWAN{R} and SYSTEM WORKS{R}.

     Lee Rowan markets its products directly to mass merchants,
warehouse clubs, home centers and hardware stores, using a network of
manufacturers' representatives, as well as regional zone and
market-specific sales managers.

     Principal facilities are located in Jackson, Missouri; Memphis,
Tennessee; Vista, California and Watford, Ontario, Canada.

                            OFFICE PRODUCTS
                            ---------------

Markers and Writing Instruments
- -------------------------------

     The Company's Markers and Writing Instruments business is
conducted by the Sanford division.  Sanford primarily designs,
manufactures or imports, packages and distributes permanent/waterbase
markers, dry erase markers, overhead projector pens, highlighters,
wood-cased pencils, ballpoint pens and inks, and distributes other
writing instruments including roller ball pens and mechanical pencils
for the retail marketplace.

     Sanford products are sold primarily under the trade names of
SANFORD{R}, EBERHARD FABER{R} and BEROL{R}, and the brands SHARPIE{R},
UNI-BALL{R} (used under exclusive license from Mitsubishi Pencil Co.
Ltd. and its subsidiaries), EXPO{R}, ZEZE{R}, VIS-A-VIS{R},
EXPRESSO{R} and MONGOL{R}.

     Sanford markets its products directly and through distributors to
mass merchants, warehouse clubs, grocery/drug stores, office
superstores, office supply stores, contract stationers, and hardware
distributors, using a network of manufacturers' representatives, as
well as regional direct sales representatives and market-specific
sales managers.

     Principal U.S. facilities are located in Bellwood, Illinois and
Lewisburg and Shelbyville, Tennessee.  Principal foreign facilities
are located in Tlalnepantla, Mexico; Bogota, Colombia; Maracay,
Venezuela; King's Lynn, United Kingdom and Oakville, Ontario, Canada.



<PAGE> 6

Office Storage and Organization Products
- ----------------------------------------

     The Company's office storage and organization business is
conducted through its Newell Office Products division.  Newell Office
Products primarily designs, manufactures or imports, packages and
distributes desktop accessories, computer accessories, storage
products, card files, chair mats and resin-based office furniture.

     Newell Office Products markets its products under the Rolodex{R},
Eldon{R} and Rogers{R} trade names.

     Newell Office Products markets its products directly and through
distributors to mass merchants, warehouse clubs, grocery/drug stores,
office superstores, office supply stores and contract stationers,
using a network of manufacturers' representatives, as well as regional
zone and market-specific sales managers.

     Principal facilities are located in Moca, Puerto Rico; Maryville,
Tennessee and Madison, Wisconsin.

School Supplies and Stationery
- ------------------------------

     The Company's school supplies and stationery business is
conducted through its Stuart Hall division.  Stuart Hall primarily
manufactures, packages and distributes its products under the STUART
HALL{R} trade name.

     Stuart Hall markets its products directly and through
distributors to mass merchants, warehouse clubs, grocery/drug stores,
office supply stores and contract stationers, using a network of
manufacturers' representatives, as well as regional zone and
market-specific sales managers.

     The principal facility is located in Kansas City, Missouri.

                              HOUSEWARES
                              ----------

Glassware and Plasticware
- -------------------------

     The Company's glassware and plasticware business is conducted by
the Anchor Hocking Consumer Glass, Anchor Hocking Specialty Glass,
Newell Plastics and Newell Europe divisions.  These divisions
primarily design, manufacture, package and distribute glass and
plastic products.  These products include glass ovenware, servingware,
cookware and dinnerware products and plastic microwave cookware and
food storage products.  Anchor Hocking also produces foodservice
products, glass lamp parts, lighting components, meter covers and
appliance covers for the foodservice and specialty markets.  Newell
Europe also produces glass components for appliance manufacturers and



<PAGE> 7

its products are marketed under exclusive license from Corning
Incorporated in Europe, the Middle East and Africa.

     Anchor Hocking Consumer and Specialty Glass and Newell Plastics
products are sold primarily under the trade names of ANCHOR HOCKING{R}
and PLASTICS INC.{TM}, and the brand names of OVEN BASICS{R} and
STOWAWAYS{R}.  Newell Europe's products are sold primarily under the
brand names of PYREX{R} (used under exclusive license from Corning
Incorporated in Europe, the Middle East and Africa), PYROFLAM{R},
VISIONS{R} and VITRI{R}.

     Anchor Hocking Consumer and Newell Plastics market their products
directly to mass merchants, warehouse clubs, grocery/drug stores,
department/specialty stores, hardware distributors and select contract
customers, using a network of manufacturers' representatives, as well
as regional zone and market-specific sales managers.  Anchor Specialty
Glass markets its products to manufacturers that supply the mass
merchant and home party channels of trade.  Newell Europe markets its
products to mass merchants, industrial manufacturers and buying groups
using a direct sales force and manufacturers' representatives in some
markets.

     Principal U.S. facilities are located in Lancaster, Ohio; Monaca,
Pennsylvania and St. Paul and Coon Rapids, Minnesota.  Principal
foreign facilities are located in Sunderland, Great Britain; Muhltal,
Germany and Chateauroux, France.

Aluminum Cookware and Bakeware
- ------------------------------

     The Company's aluminum cookware and bakeware business is
conducted by the Mirro division.  Mirro primarily designs,
manufactures, packages and distributes aluminum cookware and bakeware
for the retail marketplace.  Mirro also designs, manufactures,
packages and distributes various specialized aluminum cookware and
bakeware items for the food service industry.  It also produces
aluminum contract stampings and components for other manufacturers and
makes aluminum and plastic kitchen tools and utensils.  Mirro
manufacturing operations are highly integrated, rolling sheet stock
from aluminum ingot, and producing phenolic handles and knobs at its
own plastics molding facility.

     Mirro products are sold primarily under the trade names of
MIRRO{R} and WEAREVER{R}, and the brand names of AIRBAKE{R},
CUSHIONAIRE{R}, CONCENTRIC AIR{R}, CHANNELON{R} and WEAREVER AIR{TM}.

     Mirro markets its products directly to mass merchants, warehouse
clubs, grocery/drug stores, department/specialty stores, hardware
distributors, cable TV networks and select contract customers, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

     Principal facilities are located in Manitowoc and Chilton,
Wisconsin.



<PAGE> 8

Hair Accessories and Beauty Organizers
- --------------------------------------

     The Company's hair accessory and beauty organizer business is
conducted through its Goody division.  Goody primarily designs,
manufactures or imports, packages and distributes hair accessories and
beauty organizers.

     Goody products are sold primarily under the trade names GOODY{R},
ACE{R} and WILHOLD{R}.

     Goody markets its products directly to mass merchants, warehouse
clubs, grocery/drug stores and department/specialty stores, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

     Principle facilities are located in Peach Tree City and
Manchester, Georgia.

Export Sales
- ------------

     The Company's export sales business, defined as sales of products
made in the U.S. and sold abroad, is conducted through its Newell
International division.  For purposes of the table on the following
page, sales attributable to the Newell International division are
allocated to the product group that manufactured the products.

Net Sales By Product Class
- --------------------------

     As of September 30, 1997, the Company began to present sales
information for its various product categories in three groups rather
than four groups.  The Company's three product groups are Hardware and
Home Furnishings, Office Products, and Housewares.  The Company
believes that this presentation is appropriate, because (i) it
organizes its product categories into these groups when making
operating decisions and assessing performance, and (ii) the Company
divisions included in each group sell primarily to the same retail
channel: Hardware and Home Furnishings (home centers and hardware
stores), Office Products (office superstores and contract stationers)
and Housewares (discount stores and warehouse clubs).



<PAGE> 9

     The following table sets forth the amounts and percentages of the
Company's net sales for the three years ended December 31 (including
sales of acquired companies from the time of acquisition), for the
Company's three product groups and the product categories included
therein:


<TABLE>
<CAPTION>
                                         1997      % of total    1996     % of total    1995      % of total
                                         ----      ----------    ----     ----------    ----      -----------
                                                         (In millions, except percentages)
<S>                                    <C>         <C>         <C>        <C>         <C> 
Hardware and Home Furnishings:
  Window Treatments                    $   562.6        18%    $   385.6      13%     $  392.0         16%
  Hardware and Tools                       392.6        12         383.1      13         364.3         15
  Picture Frames                           359.4        11         339.8      12         154.0          6
  Home Storage Products                    170.2         5         190.8       7         186.3          7
    Total Hardware and                   -------       ---       -------      --       -------        ---
      Home Furnishings                   1,484.8        46       1,299.3      45       1,096.6         44

Office Products:
  Markers and Writing
    Instruments                            601.4        19         570.2      20         402.4         16
  Office Storage and Organization          209.9         6          85.6       3          81.6          3
  School Supplies and Stationery            87.9         3          86.0       3          98.2          4
                                           -----       ---         -----     ---         -----        ---
  Total Office Products                    899.2        28         741.8      26         582.2         23

Housewares:
  Glassware and Plasticware                394.4        12         394.2      14         397.6         16 
  Cookware and Bakeware                    284.3         9         273.4       9         261.9         11 
  Hair Accessories and
    Beauty Organizers                      171.6         5         164.1       6         160.1          6
                                           -----       ---         -----     ---         -----        ---
    Total Housewares                       850.3        26         831.7      29         819.6         33

Newell Consolidated                     $3,234.3       100%     $2,872.8    100%      $2,498.4        100%
                                        ========       ====     ========    ====      ========        ====
</TABLE>


         Certain 1996 and 1995 amounts have been reclassified to conform
with the 1997 presentation.

GROWTH STRATEGY
- ---------------

     The Company's growth strategy emphasizes acquisitions and
internal growth.  The Company has grown both domestically and
internationally by acquiring businesses with brand name product lines
and improving the profitability of such businesses through an
integration process referred to as "Newellization."  Since 1990, the
Company has completed more than 15 major acquisitions representing
more than $2 billion in additional sales.  The Company supplements
acquisition growth with internal growth, principally by introducing
new products, entering new domestic and international markets, adding
new customers, cross-selling existing product lines to current
customers and supporting its U.S.-based customers' international
expansion.


<PAGE> 10

ACQUISITIONS AND INTEGRATION
- ----------------------------

Acquisition Strategy
- -------------------

     The Company primarily grows by acquiring businesses and product
lines with a strategic fit with the Company's existing businesses.  It
also seeks to acquire product lines with a number one or two position
in the markets in which they compete, a low technology level, a long
product life cycle and the potential to reach the Company's standard
of profitability.  In addition to adding entirely new product lines,
the Company uses acquisitions to round out existing businesses and
fill gaps in its product offering, add new customers and distribution
channels, expand shelf space for the Company's products with existing
customers, and improve operational efficiency through shared
resources.

Newellization 
- -------------

     "Newellization" is the Company's well-established profit
improvement and productivity enhancement process that is applied to
integrate newly acquired product lines.  The Newellization process
includes establishing a more focused business strategy, improving
customer service, reducing corporate overhead through centralization
of administrative functions and tightening financial controls.  In
integrating acquired businesses, the Company typically centralizes
accounting systems, capital expenditure approval, cash management,
order processing, billing, credit, accounts receivable and data
processing operations.  To enhance efficiency, Newellization also
focuses on improving manufacturing processes, eliminating
non-productive lines, reducing inventories, increasing accounts
receivable turnover and trimming excess costs.

     Newellization also builds partnerships with customers and
improves sales mix profitability through program merchandising
techniques.  The Newellization process usually takes approximately two
to three years to complete.

History of Acquiring and Integrating Businesses
- -----------------------------------------------

     The Company's growth from a small manufacturer of drapery
hardware with approximately $15 million in annual sales in 1967 has
largely been the result of the acquisition and integration of more
than 75 businesses and product lines to build a strong multi-product
offering.  Set forth below is a list of the Company's major
acquisitions since 1990 along with the approximate amount of aggregate
annual sales for the businesses acquired in the full year prior to
acquisition.



<PAGE> 11

<TABLE>
<CAPTION>
Major Acquisitions Since 1990
- -----------------------------

                    Acquired Trade or                                                Annual Sales
Year                  Brand Name <F1>              Product Category                 When Acquired   
- ----                -----------------              ----------------                 -------------
                                                                                    (in millions)
<S>                 <C>                            <C>                              <C>
1997<F4>            Rolodex                        Office Storage and Organization        $550
                    Kirsch                         Window Treatments
                    Eldon                          Office Storage and Organization

1996                Holson and Burnes of Boston    Picture Frames                         $130

1995                Decorel                        Picture Frames                         $300
                    Berol                          Markers and Writing Instruments

1994                Del Mar and LouverDrape        Window Treatments                      $470
                    Eberhard Faber (including      Markers and Writing Instruments
                    Uni-Ball <F2>
                    Pyrex <F3>                      Glassware and Plasticware

1993                Goody                          Hair Accessories                       $500
                    Levolor                        Window Treatments
                    Lee Rowan                      Home Storage Products

1992                Sanford (including             Markers and Writing Instruments        $420
                    Sharpie and Expo)
                    Stuart Hall                    School Supplies and Stationery
                    Intercraft                     Picture Frames

1991                Rogers and Keene               Office Storage and Organization        $ 50

<FN>
<F1>   All listed trade and brand names are trademarks, which are registered in the United States Patent and
Trademark Office.
<F2>   Used under exclusive license from Mitsubishi Pencil Co. Ltd. and its subsidiaries.
<F3>   Used under exclusive license from Corning Incorporated in Europe, the Middle East and Africa only.
<F4>   The Company's 1997 acquisitions illustrate its goal of adding businesses with a strategic fit.  In
March 1997, the Company purchased the assets of Rolodex, a manufacturer and marketer of office products, including
card files, personal organizers and paper punches.  These products supplement the Company's Office Products group,
which manufactures or imports, packages and distributes desktop and computer accessories under the Rogers{R} brand
name (acquired in 1991).
         In May 1997, the Company acquired Kirsch, which manufactures and distributes drapery hardware and custom
window coverings in the U. S. and abroad, primarily under the trade names of Kirsch{R}, ACRIMO{R} and HOFESA{R}.  The
Company operates the Kirsch business through its Hardware and Home Furnishings group, which manufactures or imports,
packages and distributes mini-blinds, roller shades and drapery hardware.
         In June 1997, the Company acquired Eldon, which is a leader in the design, manufacture and supply of computer
and plastic desktop accessories, resin-based office furniture, and storage and organization products.  The Company
operates the business as part of its Office Products group (which also includes the Rogers{R} and Rolodex{R} brand
names).
</TABLE>



<PAGE> 12

Internal Growth
- ---------------

     The second element of the Company's growth strategy is internal
growth.  Once an acquired business has been Newellized, the Company's
strategy is to build profitable sales and contribute to the Company's
internal growth.  Avenues for internal growth include introducing new
products, entering new domestic and international markets, adding new
customers, cross-selling existing product lines to current customers
and supporting its U.S.-based customers' international expansion.  The
Company's goal is to achieve an internal growth rate of 3-5% per year,
and over the last five years, the Company has achieved an average of
4% annual internal growth.  Internal growth is defined by the Company
as growth from its "core businesses," which include continuing
businesses owned more than two years and minor acquisitions.  The
Company intends to continue to pursue internal growth opportunities to
complement its acquisition growth.

International
- -------------

     The Company is pursuing international opportunities to further
its acquisition and internal growth objectives.  The rapid growth of
consumer goods economies and retail structures in several regions
outside the U.S., particularly Mexico, South America and Europe, makes
them attractive to the Company by providing opportunities to acquire
businesses, develop partnerships with new foreign customers and extend
relationships with the Company's domestic customers whose businesses
are growing internationally.  The Company's recent acquisitions,
combined with existing sales to foreign customers, increased its sales
outside the U.S. to approximately 17% of total sales in 1997 from
approximately 8% in 1992.

     Within the last few years, the Company acquired a number of
businesses with significant foreign sales.  The Company's first
significant foreign acquisition was the 1994 acquisition of Corning
Incorporated's European consumer product business, with annual sales
of approximately $130 million.  Now known as Newell Europe, the
acquisition included Corning's manufacturing facilities in England,
France and Germany, as well as the trademark rights and product lines
of Pyrex{R} glass cookware used under exclusive license from Corning
Incorporated in Europe, Africa and the Middle East.  The 1995
acquisition of Berol, an international manufacturer and marketer of
writing instruments provided annual international sales of more than
$80 million and several foreign manufacturing facilities.  The 1997
acquisition of Kirsch added annual international sales of drapery
hardware and window coverings of approximately $150 million and
several European manufacturing facilities.

     Additional information regarding acquisitions of businesses is
included in Item 6 and note 2 to the consolidated financial
statements.



<PAGE> 13

MARKETING AND DISTRIBUTION
- --------------------------

Customer Service
- ----------------

     The Company believes that one of the primary ways it
distinguishes itself from its competitors is through customer service.
The Company's ability to provide superior customer service is a result
of its information technology, marketing and merchandising programs
designed to enhance the sales and profitability of its customers and
consistent on-time delivery of its products.

Information Technology
- ----------------------

     The Company has become an industry leader in the application of
Electronic Data Interchange ("EDI") technology, an electronic link
between the Company and many of its retail customers, and invests in
advanced computer systems.  The Company uses EDI to receive and
transmit purchase orders, invoices and payments.  By replacing
paper-based processing with computer-to-computer business
transactions, EDI has cut days off the order/shipping cycle.

     Building upon its EDI expertise, the Company has established
"Quick Response" programs with several major customers.  These
programs allow the Company to implement customized features such as
vendor-managed inventories in which the Company manages certain or all
aspects of inventory of several product categories at customer
locations.  The Company's experience is that its customers benefit
from such programs by increased inventory turnover and reduced
customer waiting periods for out-of-stock product.

On-Time Delivery
- ----------------

     A critical element of the Company's customer service is
consistent on-time delivery of products to its customers.  Retailers
are pursuing a number of strategies to deliver the highest-quality,
lowest-cost products to their customers.  A growing trend among
retailers is to purchase on a "just-in-time" basis in order to reduce
inventory costs and increase returns on investment.  As retailers
shorten their lead times for orders, manufacturers need to more
closely anticipate consumer buying patterns.  The Company supports its
retail customers' "just-in-time" inventory strategies through
investments in improved forecasting systems, more responsive
manufacturing and distribution capabilities and electronic
communications.  The Company manufactures the vast majority of its
products and has extensive experience in high-volume, cost-effective
manufacturing.  The high-volume nature of its manufacturing processes
and the relatively consistent demand for its products enables the
Company to ship most products directly from its factories without the
need for independent warehousing and distribution centers.  For 1997,



<PAGE> 14

approximately 98% of the items ordered by customers were shipped on
time, typically within two to three days of the customer's order.

Marketing and Merchandising
- ---------------------------

     The Company's objective is to develop long-term, mutually
beneficial partnerships with its customers and become their supplier
of choice.  To achieve this goal, the Company has a value-added
marketing program that offers a family of leading brand name staple
products, tailored sales programs, innovative merchandising support,
in-store services and responsive top management.

     The Company's merchandising skills help customers stimulate store
traffic and sales through timely advertising and innovative
promotions.  The Company also assists customers in differentiating
their offerings by customizing products and packaging.  Through
self-selling packaging and displays that emphasize good-better-best
value relationships, retail customers are encouraged to trade up to
higher-value, best quality products.

     Customer service also involves customer contact with top-level
decision makers at the Company's divisions.  As part of its
decentralized structure, the Company's division presidents are the
chief marketing officers of their product lines and communicate
directly with customers.  This structure permits early recognition of
market trends and timely response to customer problems.

Multi-Product Offering
- ----------------------

     The Company's increasingly broad product coverage in multiple
product lines permits it to more effectively meet the needs of its
customers.  With families of leading, brand name products and
profitable new products, the Company also can help volume purchasers
sell a more profitable product mix.  As a potential single source for
an entire product line, the Company can use program merchandising to
improve product presentation, optimize display space for both sales
and income and encourage impulse buying by retail customers.

Corporate Structure
- -------------------

     By decentralizing its manufacturing and marketing efforts while
centralizing key administrative functions, the Company seeks to foster
a responsive entrepreneurial culture.  The Company's divisions
concentrate on designing, manufacturing, merchandising, selling and
servicing their products, which facilitates product development and
responsiveness to customers.  Administrative functions that are
centralized at the corporate level include cash management, accounting
systems, capital expenditure approvals, order processing, billing,
credit, accounts receivable, data processing operations and legal
functions.  Centralization concentrates technical expertise in one



<PAGE> 15

location, making it easier to observe overall business trends and
manage the Company's businesses.

BACKLOG
- -------

     The dollar value of unshipped factory orders is not material.

SEASONAL VARIATIONS
- -------------------

     The Company's product groups are only moderately affected by
seasonal trends.  Hardware and Home Furnishings products have higher
sales in the second and third quarters due to an increased level of
do-it-yourself projects completed in the summer months; Office
Products have higher sales in the second and third quarters due to the
back-to-school season; and Housewares products typically have higher
sales in the second half of the year due to retail stocking related to
the holiday season.  Because these seasonal trends are moderate, the
Company's consolidated quarterly sales do not fluctuate significantly,
unless a significant acquisition is made.

FOREIGN OPERATIONS
- ------------------

     Information regarding the Company's 1997, 1996 and 1995 foreign
operations is included in note 14 to the consolidated financial
statements and is hereby incorporated by reference.

RAW MATERIALS
- -------------

     The Company has multiple foreign and domestic sources of supply
for substantially all of its material requirements.  The raw materials
and various purchased components required for its products have
generally been available in sufficient quantities.

PATENTS AND TRADEMARKS
- ----------------------

     The Company has many patents, trademarks and trade names, none of
which is considered material to the consolidated operations.

COMPETITION
- -----------

     The rapid growth of high-volume retailers, such as discount
stores and warehouse clubs, home centers and hardware stores, and
office superstores and contract stationers, together with changes in
consumer shopping patterns, have contributed to a significant
consolidation of the U.S. retail industry and the formation of
dominant multi-category retailers.  Other trends among retailers are
to require manufacturers to maintain or reduce product prices or
deliver products with shorter lead times, or for the retailer to



<PAGE> 16

import generic products directly from foreign sources.  The
combination of these market influences creates a highly competitive
environment in which the Company's principal customers continuously
evaluate which product suppliers to use, resulting in pricing
pressures and the need for ongoing improvements in customer service.

     For more than 30 years, the Company has positioned itself to
respond to the challenges of this retail environment by developing
strong relationships with large, high-volume purchasers.  The Company
markets its strong multi-product offering through virtually every
category of high-volume retailer, including discount, drug, grocery
and variety chains, warehouse clubs, department, hardware and
specialty stores, home centers, office superstores, contract
stationers and military exchanges.  The Company's largest customer,
Wal-Mart, accounted for approximately 15% of net sales in 1997.  Other
top ten customers included Kmart, The Home Depot, The Office Depot,
Target, JC Penney, Sam's Club, United Stationers, Hechinger and Office
Max.

     The Company's other principal methods of meeting its competitive
challenges are high brand name recognition, superior customer service
(including industry leading information technology, innovative
"good-better-best" marketing and merchandising programs), consistent
on-time delivery, decentralized manufacturing and marketing,
centralized administration, and experienced management.

ENVIRONMENT
- -----------

     Information regarding the Company's environmental matters is
included in the Management's Discussion and Analysis section of this
report and in note 15 to the consolidated financial statements and is
hereby incorporated by reference.

EMPLOYEES
- ---------

     The Company has approximately 24,600 employees, of whom
approximately 6,400 are covered by collective bargaining agreements.



<PAGE> 17


I
tem 2.  Properties
- -------------------

     The following table shows the location and general character of
the principal operating facilities owned or leased by the Company. 
The executive offices are located in Beloit, Wisconsin, which is an
owned facility occupying approximately 9,000 square feet.  Other
Corporate offices are located in Illinois in owned facilities at
Freeport (occupying 73,000 square feet) and Rockford (occupying 7,000
square feet).  Most of the idle facilities, which are excluded from
the following list, are subleased while being held pending sale or
lease expiration.  The Company considers its properties to be in
generally good condition and well-maintained, and are generally
suitable and adequate to carry on the Company's business.  The
properties are used for manufacturing ("M"), distribution ("D") and
administrative offices ("A").

                                       Owned or
                                       Exp. Date         General
Location            City               if Leased        Character
- --------            ----               ---------        ---------
UNITED STATES
Arizona             Phoenix              09/04            M & D

California          Irvine               Owned            M & D
                    Vista                06/03            M & D
                    Westminster          09/02              M
                    Westminster          05/99              M

Connecticut         Beacon Falls         Owned              M

Georgia             Athens               Owned              M
                    Columbus             Owned              D
                    Manchester           Owned              M
                    Peachtree City       Owned              A

Illinois            Bellwood             Owned            M & A
                    Bellwood             11/99          M, D & A
                    Freeport             10/05              D
                    Freeport             Owned              A
                    Freeport             Owned          M, D & A
                    Mundelein            09/98            M & A
                    Rockford             Owned          M, D & A
                    Rockford             Owned              A
                    South Holland        01/02              M
                    Waukegan             07/98              D

Indiana             Lowell               Owned          M, D & A
                    Middlebury           Owned              M

Michigan            Sturgis              Owned          M, D & A



<PAGE> 18

                                       Owned or
                                       Exp. Date         General
Location            City               if Leased        Character
- --------            ----               ---------        ---------
Minnesota           Coon Rapids          Owned              M
                    Eagan                01/99              D
                    St. Paul             Owned            M & A

Missouri            Fenton               11/99              A
                    Fenton               11/99              D
                    Jackson              Owned          M, D & A
                    Kansas City          12/05          M, D & A

Nebraska            Omaha                09/98              D

New Hampshire       Claremont            Owned            M & D
                    Claremont            10/00              D

New Jersey          Rockaway             03/02              M

New York            Medina               Owned          M, D & A
                    Ogdensburg           Owned            M & A

North Carolina      High Point           Owned              M
                    Statesville          Owned            M & D
                    Statesville          05/98              D

Ohio                Bremen               Owned              M
                    Lancaster            M-T-M              M
                    Lancaster            Owned          M, D & A

Pennsylvania        Ambridge             M-T-M              D
                    Elysburg             M-T-M              D
                    Monaca               Owned            M & A
                    Monaca               10/03              D
                    Shamokin             Owned            M & D
                    Wampum               M-T-M              D

Puerto Rico         Carolina             06/98            D & A
                    Moca                 04/02            M & A

Rhode Island        North Smithfield     05/00              A

Tennessee           Covington            Owned            M & D
                    Johnson City         12/98              D
                    Johnson City         Owned              M
                    Lewisburg            Owned          M, D & A
                    Maryville            Owned          M, D & A
                    Memphis              12/02            M & D
                    Shelbyville          Owned          M, D & A

Texas               Taylor               Owned          M, D & A
                    Waco                 Owned              M



<PAGE> 19

                                       Owned or
                                       Exp. Date         General
Location            City               if Leased        Character
- --------            ----               ---------        ---------
Utah                Ogden                Owned              M
                    Salt Lake City       04/98              M

Wisconsin           Beloit               Owned              A
                    Chilton              Owned              M
                    Madison              01/99              D
                    Madison              M-T-M              D
                    Madison              Owned          M, D & A
                    Manitowoc            04/99              D
                    Manitowoc            Owned          M, D & A
                    St. Francis          Owned          M, D & A

CANADA
Alberta             Calgary              07/01              M

Ontario             Mississauga          Owned            M & D
                    Oakville             10/99              D
                    Pickering            03/07              D
                    Prescott             12/99          M, D & A
                    Prescott             Owned            M & D
                    Richmond Hills       10/00              A
                    Toronto              08/00            M & A
                    Watford              01/04          M, D & A
                    Weston               M-T-M              A
EUROPE
Belgium             Zellick              08/98            D & A

France              Ablis                02/06              D
                    Avon                 11/99              A
                    Chateauroux          Owned          M, D & A
                    Mitry Mory           03/01            D & A

Germany             Hamburg              05/99              A
                    Muhltal              Owned          M, D & A

Italy               Milan                12/01              A
                    Milan                06/98            D & A
                    Milan                04/99              D

Portugal            Lisbon               M-T-M              D
                    Oporto               Owned              D

Spain               Barcelona            Owned              D
                    Madrid               01/99              A
                    Madrid               Owned              D
                    Malaga               Owned              D
                    Tenerife             M-T-M              D
                    Vitoria              Owned              M



<PAGE> 20

                                       Owned or
                                       Exp. Date         General
Location            City               if Leased        Character
- --------            ----               ---------        ---------
Sweden              Malmo                Owned            M & A
                    Malmo                M-T-M            M & D

United Kingdom      Bath Road            06/07              A
                    Dunstable            02/05            D & A
                    King's Lynn          Owned          M, D & A
                    Sunderland           Owned              M
                    Sunderland           11/99              D
                    Sunderland           12/00              D
                    Tipton               M-T-M              D

LATIN AMERICA
Colombia            Bogota               Owned          M, D & A

Mexico              Durango              Owned              M
                    Estado de Mexico     07/99            D & A
                    Tlalnepantla         Owned          M, D & A

Venezuela           Maracay              Owned           M,D & A
                    La Hamaca            Owned            M & D
                    San Vicente          Owned              M

ASIA
Australia           Noble Park           06/00            D & A




Item 3.  Legal Proceedings
- --------------------------

     Information regarding legal proceedings is included in note 15 to
the consolidated financial statements and is hereby incorporated by
reference herein.



<PAGE> 21


Item 4.  Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------

     There were no matters submitted to a vote of the Company's
shareholders during the fourth quarter of fiscal year 1997.

Supplementary Item - Executive Officers of the Registrant as of
12/31/97

Name                     Age  Present Position With the Company
- ----                     ---  ---------------------------------

William P. Sovey         64   Vice Chairman and Chief Executive
                              Officer through December 31, 1997;
                              Chairman of the Board effective January
                              1, 1998 

John J. McDonough        61   Vice Chairman and Chief Executive
                              Officer effective January 1, 1998

Thomas A. Ferguson, Jr.  50   President and Chief Operating Officer

Donald L. Krause         58   Senior Vice President-Corporate
                              Controller

William T. Alldredge     57   Vice President-Finance

Richard C. Dell          51   Group President 

William J. Denton        53   Group President 

William K. Doppstadt     65   Vice President-Personnel Relations

William P. Sovey became Chairman of the Board effective January 1,
1998.  He was Vice Chairman and Chief Executive Officer from May 1992
through December 1997.  From January 1986 through May 1992, he was
President and Chief Operating Officer.

John J. McDonough was elected Vice Chairman and Chief Executive
Officer of the Company effective January 1, 1998.  He has been a
Director of the Company since 1992 and was Senior Vice
President-Finance of the Company from November 1981 through June 1983. 
Mr. McDonough has also been President and Chief Executive Officer of
McDonough Capital Company LLC (an investment management company) since
April 1995.  Prior thereto, he was Vice Chairman and a Director of
Dentsply International Inc. (a manufacturer and distributor of dental
and medical x-ray equipment and other dental products) from 1983
through October 1995, and was Chief Executive Officer from April 1983
through February 1995.

Thomas A. Ferguson, Jr. has been President and Chief Operating Officer
since May 1992.  From January 1989 to May 1992, he was
President-Operating Companies.



<PAGE> 22

Donald L. Krause was appointed Senior Vice President-Corporate
Controller in March 1990.  He was President-Industrial Companies from
February 1988 to March 1990.

William T. Alldredge has been Vice President-Finance of the Company
since August 1983.

Richard C. Dell has been Group President since June 1992.  He was
President of Amerock from November 1989 to June 1992.  He was
President of EZ Paintr from September 1987 to November 1989.

William J. Denton has been Group President since March 1990.  From
April 1989 to March 1990, he was Vice President-Corporate Controller. 
He was President of Anchor Hocking Glass from August 1987 to April
1989.

William K. Doppstadt was Vice President-Personnel Relations of the
Company from 1974 through his retirement on December 31, 1997.  Mr.
Doppstadt continues to serve the Company as a consultant for personnel
relations.



<PAGE> 23


                                PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters
- ----------------------------------------------------------------------

     The Company's Common Stock is listed on the New York and Chicago
Stock Exchanges (symbol: NWL).  As of December 31, 1997, there were
15,858 stockholders of record.  The following table sets forth the
high and low sales prices of the Common Stock on the New York Stock
Exchange Composite Tape (as published in the Wall Street Journal) for
the calendar periods indicated.

                  1997                   1996                   1995
           ------------------     ------------------     ------------------
             High       Low         High       Low         High       Low
           -------    -------     --------   -------     --------   -------
Quarters:
First      $38 3/8    $30 3/8     $28 7/8    $25 5/8     $25 1/2    $20 5/8
Second      40 1/16    36 7/8      32         25 1/2      25         22 1/4
Third       43 1/4     37 1/2      32         28 1/2      26 1/4     23 5/8
Fourth      43 3/16    35 1/8      33 1/4     28 1/4      27 1/4     23 43/64

      The Company has paid regular cash dividends on its Common Stock
since 1947.  On February 10, 1998, the quarterly cash dividend was
increased to $0.18 per share from the $0.16 per share that had been
paid since February 11, 1997.  Prior to this date, the quarterly cash
dividend paid was $0.14 per share since February 6, 1996, which was an
increase from the $0.12 per share paid since May 11, 1995.

     On December 12, 1997, the Company completed a private placement
of $500,000,000 5.25% Company-Obligated Mandatorily Redeemable
Convertible Preferred Securities of a Subsidiary Trust with a
liquidation preference of $50 per security (the "Convertible Preferred
Securities").  The trust sold the Convertible Preferred Securities to
the Initial Purchasers in reliance on Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act").  The Initial
Purchasers of the Convertible Preferred Securities were Goldman, Sachs
& Co., Morgan Stanley & Co. Incorporated, Robert W. Baird & Co.
Incorporated, Bear Stearns & Co. Inc., and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, which received an aggregate discount of
$12.50 million.  The Initial Purchasers sold $496,450,000 liquidation
preference of the Convertible Preferred Securities in the United
States to qualified institutional buyers in reliance on Rule 144A
under the Securities Act.  The Initial Purchasers or their
international affiliates also sold $3,550,000 liquidation preference
of the Convertible Preferred Securities outside the United States in
reliance on Regulation S under the Securities Act.  Each Convertible
Preferred Security is convertible at any time in a prescribed manner
at the option of the holder into shares of common stock, par value
$1.00 per share, of the Company ("Company Common Stock") at the rate
of 0.9865 shares of Company Common Stock for each Convertible
Preferred Security (equivalent to an approximate conversion price of
$50.685 per share of Company Common Stock), subject to adjustment
under certain circumstances.



<PAGE> 24


Item 6.  Selected Financial Data
- --------------------------------

     The following is a summary of certain consolidated financial
information relating to the Company at December 31.  The summary has
been derived in part from, and should be read in conjunction with, the 
consolidated financial statements of the Company included elsewhere in
this report and the schedules thereto.


<TABLE>
<CAPTION>
                                       1997          1996         1995         1994         1993
                                       ----          ----         ----         ----         ----
                                                 (In millions, except per share data)
<S>                                  <C>            <C>          <C>           <C>         <C>
INCOME STATEMENT DATA
Net sales                            $3,234.3       $2,872.8     $2,498.4      $2,074.9    $1,645.0
Cost of products sold                 2,188.4        1,965.5      1,715.6       1,403.8     1,101.7
                                     --------       --------     --------      --------    --------
  Gross income                        1,045.9          907.3        782.8         671.1       543.3
Selling, general
  and administrative expenses           474.3          421.6        363.3         313.2       257.2
                                     --------       --------      -------      --------     --------
  Operating income                      571.6          485.7        419.5         357.9       286.1
Nonoperating expenses (income):
  Interest expense                       73.6           57.0         49.8          30.0        19.1
  Other, net                             17.2            4.1         (1.1)         (1.4)       (8.5)
                                     --------       --------      --------     ---------    --------
   Net                                   90.8           61.1         48.7          28.6        10.6
   Income before income taxes           480.8          424.6        370.8         329.3       275.5
Income taxes                            190.4          168.1        148.3         133.7       110.2
                                     --------       --------     --------      --------     -------
   Net income                        $  290.4       $  256.5     $  222.5      $  195.6     $ 165.3
                                     ========       ========     ========      ========     =======
Earnings Per Share
  Basic                              $   1.83       $   1.62     $   1.41      $   1.24     $  1.05
  Diluted                            $   1.82       $   1.61     $   1.40      $   1.24     $  1.05

Dividends per share                  $   0.64       $   0.56     $   0.46      $   0.39     $  0.35

Weighted Average Shares Outstanding
  Basic                                 159.1          158.8        158.2         157.8       157.3
  Diluted                               160.2          159.2        158.5         158.0       157.7


                                        1997           1996          1995          1994         1993
                                        ----           ----          ----          ----         ----
                                                  (In millions)
BALANCE SHEET DATA

Inventories                          $   625.2      $   509.5    $   509.2     $   420.7   $   301.0
Working Capital                          717.6          471.1        452.6         133.6        76.7
Total assets                           3,943.8        3,005.1      2,927.1       2,488.3     1,952.9
Short-term debt                           51.9          104.1        163.0         309.1       247.2
Long-term debt, net of
 current maturities                      784.0          672.0        761.6         409.0       218.1 
Stockholders' equity                   1,714.3        1,491.8      1,296.0       1,125.3       979.1 
</TABLE>



<PAGE> 25

1993
- ----
     On April 30, 1993, the Company acquired substantially all of the
assets of Levolor Corporation ("Levolor"), a manufacturer and
distributor of decorative window coverings.  On September 22, 1993,
the Company acquired Lee Rowan Company, a manufacturer and marketer of
coated wire storage and organization products.  On November 9, 1993,
the Company acquired Goody Products, Inc. ("Goody"), a manufacturer
and marketer of personal consumer products, including hair accessories
and beauty organizers.  For these and other minor 1993 acquisitions,
the Company paid $293.1 million in cash (excluding the $13.1 million
of Goody Common Stock that the Company owned prior to the acquisition)
and assumed $30.7 million of debt.

     These transactions were accounted for as purchases; therefore,
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition.  The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $208.2 million.

1994
- ----

     On August 29, 1994, the Company acquired the decorative window
coverings business of Home Fashions, Inc.("HFI"), including vertical
blinds and pleated shades sold under the Del Mar{R} and LouverDrape{R}
brand names.  These HFI assets were combined with Levolor and together
they are operated as a single entity called Levolor Home Fashions.  On
October 18, 1994, the Company acquired Faber-Castell Corporation
("Faber"), a maker and marketer of markers and writing instruments,
including wood-cased pencils and rolling ball pens, sold under the
Eberhard Faber{R} brand name.  Faber was combined with Sanford and
together they are operated as a single entity called Sanford.  On
November 30, 1994, the Company acquired the European consumer products
business of Corning Incorporated (now known as "Newell Europe").  This
acquisition included Corning's consumer products manufacturing
facilities in England, France and Germany, the European trademark
rights and product lines for Pyrex{R}, Pyroflam{R} and Visions{R}
brands in Europe, the Middle East and Africa, and Corning's consumer
distribution network throughout these areas under exclusive license
from Corning Incorporated.  Additionally, the Company became the
distributor in Europe, the Middle East and Africa for Corning's U.S.
manufactured cookware and dinnerware brands.  For these and other
minor 1994 acquisitions, the Company paid $360.8 million in cash and
assumed $12.8 million of debt.

     These transactions were accounted for as purchases; therefore,
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition.  The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $202.2 million.



<PAGE> 26

Subsequent Years
- ----------------

     Information regarding businesses acquired in the last three years
is included in note 2 to the consolidated financial statements.

QUARTERLY SUMMARIES

Summarized quarterly data for the last three years is as follows
(unaudited):

Calendar Year           1st       2nd      3rd      4th       Year
- -------------           ---       ---      ---      ---       ----
                              (In millions, except per share data)

1997
- ----
Net sales              $629.4    $800.9    $889.9    $914.1    $3,234.3
Gross income            189.3     265.8     286.7     304.1     1,045.9
Net income               37.8      77.8      84.2      90.6       290.4
Earnings per share:
  Basic                  0.24       0.49     0.53      0.57         1.83
  Diluted                0.24       0.49     0.53      0.56         1.82

1996
- ----
Net sales              $618.2    $735.1    $761.9    $757.6    $2,872.8
Gross income            181.3     235.8     243.7     246.5       907.3
Net income               33.2      67.7      74.6      81.0       256.5
Earnings per share:
  Basic                  0.21       0.43     0.47       0.51       1.62
  Diluted                0.21       0.43     0.47       0.50       1.61

1995
- ----
Net sales              $556.6    $621.3    $651.3    $669.2    $2,498.4
Gross income            166.8     189.5     207.2     219.3       782.8
Net income               36.1      54.9      65.1      66.4       222.5
Earnings per share:
  Basic                  0.23       0.35     0.41       0.42       1.41
  Diluted                0.23       0.35     0.41       0.41       1.40



<PAGE> 27


Item 7.  Management's Discussion and Analysis of Results of Operations
and Financial Condition
- ----------------------------------------------------------------------

     The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
the Company's consolidated results of operations and financial
condition.  The discussion should be read in conjunction with the
consolidated financial statements and notes thereto.

Introduction
- ------------

     The Company's primary financial goals are to increase sales and
earnings per share an average of 15% per year, to achieve an annual
return on beginning equity ("ROE") of 20% or above, to increase
dividends per share in line with earnings growth, and to maintain a
prudent ratio of total debt to total capitalization, net of cash
("leverage").  The Company has achieved these goals over the last ten
years, increasing sales and earnings per share at compound annual
rates of 15% and 17%, respectively, averaging 21% ROE, increasing
dividends per share at a compound annual rate of 19% and averaging 26%
leverage.  The Company believes that the principal factors affecting
its ability to achieve these objectives in the future are likely to be
the realized rates of both acquisition and internal growth and the
Company's continued ability to integrate acquired businesses through a
process called "Newellization."

     Since 1990, the Company has nearly tripled its sales by acquiring
businesses with aggregate annual sales of more than $2 billion.  The
rate at which the Company can integrate these recent acquisitions to
meet the Company's standards of profitability may affect near-term
financial results.  Over the longer term, the Company's ability both
to make and to integrate strategic acquisitions will impact the
Company's financial results.

     The Company pursues internal growth by introducing new products,
entering new domestic and international markets, adding new customers,
cross-selling existing product lines to current customers and
supporting its U.S. based customers' international expansion.  The
Company's goal is to achieve an internal growth rate of 3-5% per year,
and over the last five years, has achieved an average of 4% annual
internal growth.  Internal growth is defined by the Company as growth
from its "core businesses," which include continuing businesses owned
more than two years and minor acquisitions.  The Company believes that
its future internal growth will likely depend on its continued success
in these areas, as well as external factors. 



<PAGE> 28

RESULTS OF OPERATIONS

     The following table sets forth for the period indicated items
from the Consolidated Statements of Income as a percentage of net
sales at December 31:

                               1997      1996      1995
                               ----      ----      ----
Net sales                     100.0%    100.0%    100.0%
Cost of products sold          67.7      68.4      68.7
                              -----     -----     -----
  Gross income                 32.3      31.6      31.3

Selling, general and
  administrative expenses      14.6      14.7      14.5
                              -----     -----     -----
  Operating income             17.7      16.9      16.8

Nonoperating expenses:
  Interest expense              2.3       2.0       2.0
  Other, net                    0.5       0.1        -
                              -----     -----     -----
  Net                           2.8       2.1       2.0
                              -----     -----     -----
  Income before income
    taxes                      14.9      14.8      14.8

Income taxes                    5.9       5.9       5.9
                              -----     -----     -----
  Net income                    9.0%      8.9%      8.9%
                              =====     =====     =====

1997 vs. 1996
- -------------

     Net sales for 1997 were $3,234.3 million, representing an
increase of $361.5 million or 12.6% from $2,872.8 million in 1996. 
The overall increase in net sales was primarily attributable to
contributions from Rolodex (acquired in March 1997), Kirsch (acquired
in May 1997), Eldon (acquired in June 1997) and 3% internal growth. 
The 1997 acquisitions are described in note 2 to the consolidated
financial statements.

     As of September 30, 1997, the Company began to present sales
information for its various product categories in three groups rather
than four groups.  The Company's three product groups are Hardware and
Home Furnishings, Office Products and Housewares.  The Company
believes that this presentation is appropriate because it organizes
its product categories into these groups when making operating
decisions and assessing performance, and the Company divisions
included in each group sell primarily to the same retail channel:
Hardware and Home Furnishings (home centers and hardware stores),
Office Products (office superstores and contract stationers) and
Housewares (discount stores and warehouse clubs).  For ease of
comparison with previously published data, certain information is also



<PAGE> 29

included separately for Hardware and Tools and Home Furnishings which
now comprise a single product group.

     Net sales for each of the Company's product groups (and the
primary reasons for the increases) were as follows, in millions:

                             Year Ended December 31,
                             -----------------------
                           1997      1996     % Change
                           ----      ----     --------

Home Furnishings         $1,092.2  $  916.2
Hardware and Tools          392.6     383.1
                         --------  --------
                          1,484.8   1,299.3   14.3%(1)

Office Products             899.2     741.8   21.2%(2)

Housewares                  850.3     831.7    2.2%(3)
                         --------  --------
                         $3,234.3  $2,872.8   12.6%
                         ========  ========

Primary Reasons for Increases:

(1)  2% internal growth and Kirsch (May 1997) acquisition
(2)  6% internal growth and Rolodex (March 1997) and Eldon (June 1997)
     acquisitions
(3)  Internal growth

     Gross income as a percent of net sales in 1997 was 32.3% or
$1,045.9 million versus 31.6% or $907.3 million in 1996.  Gross
margins improved as a result of cost savings achieved through the
integration of several picture frame businesses acquired by the
Company in recent years, profitability improvement at the Company's
Levolor Home Fashions division and increased gross margins at several
of the Company's other core businesses.  The increase in gross margins
was offset partially by 1997 acquisitions which had gross margins
lower than the Company's average gross margins.  As these acquisitions
are integrated, the Company expects its gross margins to improve.

     Selling, general and administrative expenses ("SG&A") in 1997
were 14.6% of net sales or $474.3 million versus 14.7% or $421.6
million in 1996.  Core business SG&A spending as a percentage of sales
decreased primarily as a result of cost savings arising from the
picture frame business integration.  This decrease was offset
partially by the 1997 acquisitions, which had higher SG&A than the
Company's average SG&A as a percent of net sales.  As these
acquisitions are integrated, the Company expects its SG&A spending as
a percentage of net sales to decline.

     Operating income in 1997 was 17.7% of net sales or $571.6 million
versus 16.9% or $485.7 million in 1996.  The increase in operating
margins was primarily due to cost savings as a result of the picture
frame business integration, profitability improvement at the Company's
Levolor Home Fashions division and increased core business gross



<PAGE> 30

margins, offset partially by 1997 acquisitions which had average
operating margins lower than the Company's average operating margins.

     Net nonoperating expenses in 1997 were 2.8% of net sales or $90.8
million versus 2.1% or $61.1 million in 1996.  The $29.7 million
increase was due primarily to a $16.6 million increase in interest
expense and an $8.3 million increase in amortization of trade names
and goodwill (as a result of additional borrowings and capitalized
goodwill related to the 1997 acquisitions), and a $7.0 million
decrease in dividend income.  Dividend income decreased as a result of
the conversion on October 15, 1996 by The Black & Decker Corporation
("Black & Decker") of 150,000 shares of privately placed Black &
Decker convertible preferred stock, Series B, owned by the Company
(purchased at a cost of $150.0 million) into 6.4 million shares of
Black & Decker Common Stock.  Prior to conversion, the preferred stock
paid a 7.75% cumulative dividend, aggregating $2.9 million per
quarter, before the effect of income taxes.  If Black & Decker
continues to pay dividends at the current rate ($0.12 per share of
Black & Decker Common Stock quarterly), the dividends paid to the
Company on the shares of Black & Decker Common Stock owned by the
Company as a result of the conversion would total $0.8 million per
quarter, before the effect of income taxes.  For supplementary
information regarding other nonoperating expenses, see note 13 to the
consolidated financial statements.

     For both 1997 and 1996, the effective tax rate was 39.6%.  See
note 12 to the consolidated financial statements for an explanation of
the effective tax rate.

     Net income for 1997 was $290.4 million, representing an increase
of $33.9 million or 13.2% from 1996.  Basic earnings per share in 1997
increased 13.0% to $1.83 versus $1.62 in 1996; diluted earnings per
share in 1997 increased 13.0% to $1.82 versus $1.61 in 1996.  The
increases in net income and earnings per share were primarily
attributable to cost savings arising from the picture frame business
integration, profitability improvement at the Company's Levolor Home
Fashions division, cost savings as a result of the Kirsch integration
into the Newell Window Furnishings division and increased operating
margins at several of the Company's other core businesses.

1996 vs. 1995
- -------------

     Net sales for 1996 were $2,872.8 million, representing an
increase of $374.4 million or 15.0% from $2,498.4 million in 1995. 
The overall increase in net sales was primarily attributable to
contributions from the 1995 acquisitions of Decorel and Berol, the
1996 acquisition of Holson Burnes, and internal growth of 4%.  The
1995 and 1996 acquisitions are described in note 2 to the consolidated
financial statements.



<PAGE> 31

     Net sales for each of the Company's product groups (and the
primary reasons for the increases) were as follows, in millions:

                              Year Ended December 31,
                              -----------------------
                            1996     1995      % Change
                            ----     ----      --------
Home Furnishings         $  916.2  $  732.3
Hardware and Tools          383.1     364.3
                         --------  --------
                          1,299.3   1,096.6    18.5%(1)

Office Products             741.8     582.2    27.4%(2)

Housewares                  831.7     819.6     1.5%(3)
                         --------  --------
                         $2,872.8  $2,498.4    15.0%
                         ========  ========

Primary Reasons for Increases:

(1)  5% internal growth and Decorel (October 1995) and Holson Burnes
     (January 1996) acquisitions
(2)  3% internal growth and Berol (November 1995) acquisition 
(3)  4% internal growth offset by weaker than expected sales at Newell
     Europe as a result of soft European retail conditions

     Gross income as a percent of net sales for 1996 was 31.6% or
$907.3 million versus 31.3% or $782.8 million in 1995.  Gross margins
improved slightly, primarily as a result of increases in gross margins
from the businesses acquired in 1995 and 1994.

     SG&A in 1996 was 14.7% of net sales or $421.6 million versus
14.5% or $363.3 million in 1995.  There was no material change in
spending at the core businesses; the increase as a percentage of sales
was primarily due to SG&A at Holson Burnes.

     Net nonoperating expenses for 1996 were 2.1% of net sales or
$61.1 million versus 2.0% or $48.7 million in 1995.  The $12.4 million
increase was due to a $7.2 million increase in interest expense and a
$4.3 million increase in amortization of trade names and goodwill (as
a result of additional borrowings and capitalized goodwill related to
the 1995 and 1996 acquisitions).  For supplementary information
regarding other nonoperating expenses, see note 13 to the consolidated
financial statements.

     The effective tax rate was 39.6% in 1996 versus 40.0% in 1995. 
See note 12 to the consolidated financial statements for an
explanation of the effective tax rate.

     Net income for 1996 was $256.5 million, representing an increase
of $34.0 million or 15.3% from 1995.  Basic earnings per share in 1996
increased 14.9% to $1.62 versus $1.41 in 1995; diluted earnings per
share in 1996 increased 15.0% to $1.61 versus $1.40 in 1995.  The
increases in net income and earnings per share were primarily
attributable to contributions from Berol (net of associated interest



<PAGE> 32

expense and goodwill amortization) and an improvement in operating
margins at several of the core businesses.

International Operations
- ------------------------

     The Company's non-U.S. business is growing at a faster pace than
its business in the United States.  This growth outside the U.S. has
been fueled by recent international acquisitions, which supplemented
sales of the Company's existing Canadian businesses and sales of
Newell International, the Company's subsidiary responsible for the
majority of exports of the Company's products.  For the year ended
December 31, 1997, the Company's non-U.S. business accounted for
approximately 17% of sales and 14% of operating income (see note 14 to
the consolidated financial statements).  Growth of both the U.S. and
the non-U.S. businesses is shown below, dollars in millions:

                              Year Ended December 31,
                              -----------------------
                           1997      1996      % Change
                           ----      ----      --------
                            (in millions) 

Net sales:
  - U.S.                 $2,694.7  $2,458.2      9.6%
  - Non-U.S.                539.6     414.6     30.2
                         --------  --------
Total                    $3,234.3  $2,872.8     12.6%
                         ========  ========
Operating income:
  - U.S.                 $  494.5  $  437.7     13.0%
  - Non-U.S.                 77.1      48.0     60.6
                         --------  --------
Total                    $  571.6  $  485.7     17.7%
                         ========  ========

                              Year Ended December 31,
                              -----------------------
                           1996      1995      % Change
                           ----      ----      --------
                            (in millions) 

Net sales:
  - U.S.                 $2,458.2  $2,157.0     14.0%
  - Non-U.S.                414.6     341.4     21.4
                         --------  --------     
Total                    $2,872.8  $2,498.4     15.0%
                         ========  ========     
Operating income:
 - U.S.                  $  437.7  $  389.1     12.5%
 - Non-U.S.                  48.0      30.4     57.9
                         --------  --------
Total                    $   485.7 $  419.5     15.8%
                         ========= ========



<PAGE> 33

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Sources:
- -------

     The Company's primary sources of liquidity and capital resources
include cash provided from operations and use of available borrowing
facilities.

     Cash provided by operating activities in 1997 was $387.1 million,
representing an increase of $19.8 million from $367.3 million for
1996, primarily due to an increase in net income. 

     Cash provided by financing activities totaled $449.1 million in
1997, primarily due to proceeds from the issuance of Company-Obligated
Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust.  These proceeds, which were obtained in December
1997, were used to pay down commercial paper, which was used to fund
the earlier 1997 acquisitions.

     The Company has short-term foreign and domestic uncommitted lines
of credit with various banks which are available for short-term
financing.  Borrowings under the Company's uncommitted lines of credit
are subject to discretion of the lender.  The Company's uncommitted
lines of credit do not have a material impact on the Company's
liquidity.  Borrowings under the Company's uncommitted lines of credit
at December 31, 1997 totaled $39.2 million.

     During 1997, the Company amended and restated its revolving
credit agreement to permit the Company to borrow, repay and reborrow
funds in an aggregate amount up to $1.3 billion, at a floating
interest rate.  The revolving credit agreement will terminate in
August 2002.  At December 31, 1997, there were no borrowings under the
revolving credit agreement.

     In lieu of borrowings under the Company's revolving credit
agreement, the Company may issue up to $1.3 billion of commercial
paper.  The Company's revolving credit agreement provides the
committed backup liquidity required to issue commercial paper. 
Accordingly, commercial paper may only be issued up to the amount
available for borrowing under the Company's revolving credit
agreement.  At December 31, 1997, $517.0 million (principal amount) of
commercial paper was outstanding.  The entire amount is classified as
long-term debt.

     The Company has a universal shelf registration statement under
which the Company may issue up to $500.0 million of debt and equity
securities, subject to market conditions.  At December 31, 1997, the
Company had not yet issued any securities under that registration
statement.

     At December 31, 1997, the Company had outstanding $263.0 million
(principal amount) of medium-term notes issued under a previous shelf



<PAGE> 34

registration statement with maturities ranging from five to ten years
at an average rate of interest equal to 6.3%.

Uses:
- ----

     The Company's primary uses of liquidity and capital resources
include acquisitions, dividend payments and capital expenditures.

     Cash used in acquiring businesses was $715.3 million, $58.2
million and $187.8 million in 1997, 1996 and 1995, respectively.  In
1997, the Company acquired Rolodex, Kirsch and Eldon and made other
minor acquisitions for cash purchase prices totaling $737.8 million. 
In 1996, the Company acquired Holson Burnes and completed other minor
acquisitions for consideration that included cash of $42.6 million. 
In 1995, the Company completed acquisitions with total cash purchase
prices of $210.6 million.  All of these acquisitions were accounted
for as purchases and were paid for with proceeds obtained from the
issuance of commercial paper, medium-term notes, notes payable under
the Company's lines of credit or shares of the Company's Common Stock.

     Capital expenditures were $98.4 million, $94.2 million and $82.6
million in 1997, 1996 and 1995, respectively.

     The Company has paid regular cash dividends on its Common Stock
since 1947.  On February 10, 1998, the quarterly cash dividend was
increased to $0.18 per share from the $0.16 per share that had been
paid since February 11, 1997.  Prior to this date, the quarterly cash
dividend paid was $0.14 per share since February 6, 1996, which was an
increase from the $0.12 per share paid since May 11, 1995.  Dividends
paid during 1997, 1996 and 1995 were $101.8 million, $88.9 million and
$72.8 million, respectively.

     Retained earnings increased in 1997, 1996 and 1995 by $188.6
million, $167.6 million and $149.7 million, respectively.  The average
dividend payout ratio to Common stockholders in 1997, 1996 and 1995
was 35%, 35% and 33%, respectively (represents the percentage of
earnings per share paid in cash to stockholders).

     Working capital at December 31, 1997 was $717.6 million compared
to $471.1 million at December 31, 1996 and $452.6 million at December
31, 1995.  The current ratio at December 31, 1997 was 2.08:1 compared
to 1.74:1 at December 31, 1996 and 1.67:1 at December 31, 1995. 
Working capital and the current ratio increased in 1997 as a result of
the 1997 acquisitions. 

     Total debt to total capitalization (total debt is net of cash and
cash equivalents, and total capitalization includes total debt,
Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities of a Subsidiary Trust and stockholders' equity) was .27:1
at December 31, 1997, .34:1 at December 31, 1996 and .40:1 at December
31, 1995.



<PAGE> 35

     The Company believes that cash provided from operations and
available borrowing facilities will continue to provide adequate
support for the cash needs of existing businesses; however, certain
events, such as significant acquisitions, could require additional
external financing. 

Environmental Matters
- ---------------------

     As of December 31, 1997, the Company was involved in various
matters concerning federal and state environmental laws and
regulations, including 35 matters in which they have been identified
by the U.S. Environmental Protection Agency and certain state
environmental agencies as potentially responsible parties ("PRPs") at
contaminated sites under the Federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and equivalent
state laws.  In assessing its environmental response costs, the
Company has considered several factors, including: the extent of the
Company's volumetric contribution at each site relative to that of
other PRPs; the kind of waste; the terms of existing cost sharing and
other applicable agreements; the financial ability of other PRPs to
share in the payment of requisite costs; the Company's prior
experience with similar sites; environmental studies and cost
estimates available to the Company; the effects of inflation on cost
estimates; and the extent to which the Company's and other parties'
status as PRPs are disputed.  Based on information available to it,
the Company's estimate of environmental response costs associated with
these matters as of December 31, 1997 ranged between $16.7 million and
$24.1 million.  As of December 31, 1997, the Company had a reserve
equal to $20.3 million for such environmental response costs in the
aggregate.  No insurance recovery was taken into account in
determining the Company's cost estimates or reserve, nor do the
Company's cost estimates or reserve reflect any discounting for
present value purposes.  Because of the uncertainties associated with
environmental investigations and response activities, the possibility
that the Company could be identified as a PRP at sites identified in
the future that require the incurrence of environmental response costs
and the possibility of additional sites as a result of businesses
acquired, actual costs to be incurred by the Company may vary from the
Company's estimates.  Subject to difficulties in estimating future
environmental response costs, the Company does not expect that any sum
it may have to pay in connection with environmental matters in excess
of amounts reserved will have a material effect on its consolidated
financial statements.

Market Risk
- -----------

     The Company's market risk is impacted by changes in interest
rates, foreign currency exchange rates, and certain commodity prices. 
Pursuant to the Company's policies, natural hedging techniques and
derivative financial instruments may be utilized to reduce the impact
of adverse changes in market prices.  The Company does not hold or
issue derivative instruments for trading purposes, and has no material



<PAGE> 36

sensitivity to changes in market rates and prices on its derivative
financial instrument positions.

     The Company's primary market risk is interest rate exposure,
primarily in the United States.  The Company manages interest rate
exposure through its conservative debt ratio target and its mix of
fixed and floating rate debt.  Interest rate exposure was reduced
significantly in 1997 from the issuance of $500 million 5.25%
Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities of a Subsidiary Trust, the proceeds of which reduced
commercial paper.  Interest rate swaps may be used to adjust interest
rate exposures when appropriate based on market conditions, and, for
qualifying hedges, the interest differential of swaps is included in
interest expense. 

     The Company's foreign exchange risk management policy emphasizes
hedging anticipated intercompany and third-party commercial
transaction exposures of one year duration or less.  The Company
focuses on natural hedging techniques of the following form: (1)
offsetting or netting of like foreign currency flows, (2) structuring
foreign subsidiary balance sheets with appropriate levels of debt to
reduce subsidiary net investments and subsidiary cash flows subject to
conversion risk, (3) converting excess foreign currency deposits into
U.S. dollars or the relevant functional currency and (4) avoidance of
risk by denominating contracts in the appropriate functional currency. 
In addition, the Company utilizes forward contracts and purchased
options to hedge commercial and intercompany transactions.  Gains and
losses related to qualifying hedges of commercial transactions are
deferred and included in the basis of the underlying transactions. 
Derivatives used to hedge intercompany transactions are marked to
market with the corresponding gains or losses included in the
consolidated statements of income.

     Due to the diversity of its product lines, the Company does not
have material sensitivity to any one commodity.  The Company manages
commodity price exposures primarily through the duration and terms of
its vendor contracts.

     Based on the Company's overall interest rate, currency rate and
commodity price exposures at December 31, 1997, management of the
Company believes that a short-term change in any of these exposures
will not have a material effect on the consolidated financial
statements of the Company.

Year 2000 Computer Compliance
- -----------------------------

     In order to address the "Year 2000 Problem" relating to the
inability of certain computer software programs to process 2-digit
year-date codes after December 31, 1999, the Company has conducted a
comprehensive review of its computer systems and formulated a plan to
modify or replace programs where necessary.  It is anticipated that
all reprogramming efforts for major systems will be completed by
December 31, 1998, allowing more than adequate time for testing.  The



<PAGE> 37

Company has received confirmations from its primary vendors and
customers that they have plans underway to address this issue as well. 
Management believes that the total cost of implementing the Year 2000
plan will not be significant to the Company's financial results.

Forward Looking Statements
- --------------------------

     Forward-looking statements in this Report are made in reliance
upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Such forward-looking statements may relate to,
but are not limited to, such matters as sales, income, earnings per
share, return on equity, capital expenditures, dividends, capital
structure, free cash flow, debt to capitalization ratios, internal
growth rates, future economic performance, management's plans, goals
and objectives for future operations and growth or the assumptions
relating to any of the forward-looking information.  The Company
cautions that forward-looking statements are not guarantees since
there are inherent difficulties in predicting future results, and that
actual results could differ materially from those expressed or implied
in the forward-looking statements.  Factors that could cause actual
results to differ include, but are not limited to, those matters set
forth in the Company's Annual Report on Form 10-K, the documents
incorporated by reference therein and in Exhibit 99 thereto.



I
tem 7A.  Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------

     The information required by this item is incorporated herein by
reference to the section entitled "Market Risk" in the Company's
Management's Discussion and Analysis of Results of Operations and
Financial Condition (Part II, Item 7).



<PAGE> 38


Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
 

               Report of Independent Public Accountants
               ----------------------------------------


To the Stockholders and Board of Directors of Newell Co.:

     We have audited the accompanying consolidated balance sheets of
Newell Co. (a Delaware corporation) and subsidiaries as of December
31, 1997, 1996 and 1995, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1997.  These consolidated
financial statements are the responsibility of Newell Co.'s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Newell Co. and subsidiaries as of December 31, 1997, 1996 and 1995,
and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule listed in

Part IV Item 14(a)(2) of this Form 10-K is presented for purposes of
complying with the Securities and Exchange Commission's rules and is
not a part of the basic financial statements.  This schedule has been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.

                          Arthur Andersen LLP

Milwaukee, Wisconsin
January 27, 1998




<PAGE> 39

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF INCOME

                                   Year Ended December 31,
                                                     1997             1996             1995
                                                     ----             ----             ----
                                                     (In thousands, except per share data)
<S>                                                <C>              <C>              <C>   
Net sales                                          $3,234,261       $2,872,817       $2,498,414
Cost of products sold                               2,188,343        1,965,500        1,715,585
                                                   ----------       ----------       ----------
    GROSS INCOME                                    1,045,918          907,317          782,829

Selling, general and administrative expenses          474,328          421,630          363,356
                                                   ----------       ----------       ----------
    OPERATING INCOME                                  571,590          485,687          419,473

Nonoperating expenses (income):
  Interest expense                                     73,621           56,989           49,812
  Other, net                                           17,170            4,064           (1,124)
                                                   ----------       ----------       ----------
    Net                                                90,791           61,053           48,688
                                                   ----------       ----------       ----------
    Income Before Income Taxes                        480,799          424,634          370,785

Income taxes                                          190,397          168,155          148,314
                                                   ----------       ----------       ----------
    NET INCOME                                     $  290,402       $  256,479       $  222,471
                                                   ==========       ==========       ==========

Earnings per share
  Basic                                                 $1.83            $1.62            $1.41
  Diluted                                                1.82             1.61             1.40

Weighted average shares outstanding
  Basic                                               159,079           158,764         158,212
  Diluted                                             160,214           159,187         158,530
</TABLE>

See notes to consolidated financial statements.



<PAGE> 40

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDARIES
                      CONSOLIDATED BALANCE SHEETS

                                   December 31,
                                               1997             1996             1995
                                               ----             ----             ----
                                                          (In thousands)
<S>                                       <C>              <C>              <C>   
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                $    36,103      $     4,360      $    58,771
  Accounts receivable, net                     524,613          404,170          390,296
  Inventories, net                             625,208          509,504          509,245
  Deferred income taxes                        130,451          121,152          107,499
  Prepaid expenses and other                    65,245           68,928           67,063
                                           -----------      -----------      -----------
         TOTAL CURRENT ASSETS                1,381,620        1,108,114        1,132,874

MARKETABLE EQUITY SECURITIES                   307,121          240,789           53,309

OTHER LONG-TERM INVESTMENTS                     51,020           58,703          203,857

OTHER ASSETS                                   143,893          119,168          122,702

PROPERTY, PLANT AND EQUIPMENT, NET             696,086          555,434          530,285

TRADE NAMES AND GOODWILL, NET                1,364,072          922,846          884,084
                                           -----------      -----------      -----------
         TOTAL ASSETS                      $ 3,943,812      $ 3,005,054      $ 2,927,111
                                           ===========      ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Notes payable                            $    39,220      $    70,877      $   104,017

  Accounts payable                             132,374          105,333          113,927
  Accrued compensation                          79,306           65,632           73,057
  Other accrued liabilities                    388,741          324,719          317,184
  Income taxes                                  11,663           37,209           13,043
  Current portion of long-term debt             12,721           33,243           59,031
                                           -----------      -----------      -----------
         TOTAL CURRENT LIABILITIES             664,025          637,013          680,259

LONG-TERM DEBT                                 783,980          672,033          761,578

OTHER NON-CURRENT LIABILITIES                  183,041          156,691          158,321

DEFERRED INCOME TAXES                           90,120           47,477           30,987

MINORITY INTEREST                                8,352              -                -
</TABLE>



<PAGE> 41

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDARIES
                 CONSOLIDATED BALANCE SHEETS (CONT'D.)



                                   December 31,
                                               1997             1996             1995
                                               ----             ----             ----
                                                          (In thousands)
<C>                                            <C>              <C>              <C>
COMPANY-OBLIGATED MANDATORILY
  REDEEMABLE CONVERTIBLE PREFERRED
  SECURITIES OF A SUBSIDIARY TRUST             500,000              -                -

STOCKHOLDERS' EQUITY
  Common stock - authorized shares,
    400.0 million at $1 par value;             159,236          158,871          158,626
    Outstanding shares:
      1997 - 159.2 million
      1996 - 158.9 million
      1995 - 158.6 million
  Additional paid-in capital                   204,105          197,889          190,860
  Retained earnings                          1,294,750        1,106,146          938,567
  Net unrealized gain on securities
  available for sale                            78,839           36,595           15,912
  Cumulative translation adjustment            (22,636)          (7,661)          (7,999)
                                           -----------      -----------       ----------
         TOTAL STOCKHOLDERS' EQUITY          1,714,294        1,491,840        1,295,966
                                           -----------      -----------       ----------
         TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY            $ 3,943,812      $ 3,005,054       $2,927,111
                                           ===========      ===========       ==========
</TABLE>

See notes to consolidated financial statements.


<PAGE> 42

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                     Year Ended December 31,
                                                              1997             1996            1995
                                                           ---------        ---------        ---------
                                                                         (In thousands)
<S>                                                        <C>              <C>              <C>
OPERATING ACTIVITIES
  Net income                                               $290,402         $256,479         $222,471
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                         129,943          116,362          101,722
      Deferred income taxes                                  59,000           44,700           40,747
      Net gain on sale of marketable equity securities       (2,853)            -             (15,819)
      Investment write-off                                       -             1,339           16,000
      Equity earnings of investment                          (5,831)          (6,364)          (5,993)
  Changes in current accounts, excluding
    the effects of acquisitions:
      Accounts receivable                                       976            1,812           16,380
      Inventories                                            18,285           27,256           (4,444)
      Other current assets                                   (5,412)              37           (4,629)
      Accounts payable                                      (19,306)         (25,564)         (14,941)
      Accrued liabilities and other                         (78,134)         (48,731)         (74,752)
                                                           ---------        ---------        ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                   387,070          367,326          276,742

INVESTING ACTIVITIES
  Acquisitions, net                                        (715,316)         (58,213)        (187,788)
  Expenditures for property, plant and equipment            (98,406)         (94,237)         (82,562)
  Purchase of marketable equity securities                     -              (3,513)            -
  Sale of marketable securities                               6,389             -              37,324
  Disposals of non-current assets and other                   5,082            8,429           (1,372)
                                                           ---------        ---------        ---------
NET CASH USED IN INVESTING ACTIVITIES                      (802,251)        (147,534)        (234,398)

FINANCING ACTIVITIES
  Proceeds from issuance of debt                            141,073            1,193          315,191
  Proceeds from the issuance of company-obligated
    mandatorily redeemable convertible preferred
    securities of a subsidiary trust                        500,000             -                -
  Proceeds from exercised stock options and other             6,581            7,274            7,100
  Payments on notes payable and long-term debt              (96,732)        (194,108)        (250,589)
  Cash dividends                                           (101,798)         (88,900)         (72,766)
                                                           ---------        ---------        ---------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                      449,124         (274,541)          (1,064)

Exchange rate effect on cash                                 (2,200)             338            2,599
</TABLE>



<PAGE> 43

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D.)



                                                                     Year Ended December 31,
                                                              1997             1996            1995
                                                           ---------        ---------        ---------
                                                                         (In thousands)
<S>                                                        <C>              <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             31,743          (54,411)          43,879
Cash and cash equivalents at beginning of year                4,360           58,771           14,892
                                                           ---------        ---------        ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                   $ 36,103         $  4,360         $ 58,771
                                                           =========        =========        =========

Supplemental cash flow disclosures -
  Cash paid during the year for:
    Income taxes                                          $ 158,700         $123,700         $129,300
    Interest                                                 66,900           55,400           44,800

</TABLE>

See notes to consolidated financial statements.



<PAGE> 44

<TABLE>
<CAPTION>
                      NEWELL CO. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                  Net Unrealized
                                                                                        Gain On
                                                   Add'l                               Securities     Cumulative
                                  Common           Paid-In          Retained           Available      Translation
                                   Stock           Capital(1)       Earnings            for Sale      Adjustment
                                  ------           --------         --------         --------------   -----------
                                                   (In thousands, except per share data)
<S>                             <C>              <C>             <C>                 <C>             <C>
Balance at December 31, 1994    $ 157,844         $ 175,218      $  788,862           $  9,868       $  (6,466)

Net income                                                          222,471
Cash dividends:
  Common stock $0.46 per share                                      (72,766)
Stock issued for acquisitions         381             8,943
Exercise of stock options             412             6,759
Change in net unrealized
  gain on securities
  available for sale                                                                     6,044
Foreign currency translation
  and other                           (11)             (60)                                             (1,533)
                                 ---------          -------       ---------           --------       ----------
Balance at December 31, 1995      158,626           190,860         938,567             15,912          (7,999)

Net income                                                          256,479
Cash dividends:
  Common stock $0.56 per share                                     (88,900)
Exercise of stock options             245             7,088
Change in net unrealized
  gain on securities
  available for sale                                                                    20,683
Foreign currency translation
  and other                                             (59)                                               338
                                 --------           --------      ---------            -------          -------
Balance at December 31, 1996      158,871           197,889       1,106,146             36,595          (7,661)

Net income                                                          290,402
Cash dividends:
  Common stock $0.64 per share                                     (101,798)   
Exercise of stock options             365             6,818
Change in net unrealized
  gain on securities
  available for sale                                                                    42,244
Foreign currency translation
  and other                                            (602)                                            (14,975)
                                ---------          ---------    -----------           --------          --------
Balance at December 31, 1997    $ 159,236          $ 204,105    $ 1,294,750           $ 78,839        $ (22,636)
                                =========          =========    ===========           ========        ==========       

</TABLE>


(1)  Net of treasury stock (at cost) of $665, $199 and $161 as of December
     31, 1997, 1996 and 1995, respectively.

See notes to consolidated financial statements.



<PAGE> 45

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 1997, 1996 AND 1995

1)  SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation: The consolidated financial
statements include the accounts of Newell and its majority owned
subsidiaries ("the Company") after elimination of intercompany
accounts and transactions.

     Use of estimates: The preparation of these financial statements
required the use of certain estimates by management in determining the
Company's assets, liabilities, revenue and expenses and related
disclosures.

     Revenue Recognition: Sales of merchandise are recognized upon
shipment to customers.

     Disclosures about Fair Value of Financial Instruments: The
following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

     Long-term Investments: The fair value of the investment in
     convertible preferred stock of  The Black & Decker Corporation
     ("Black & Decker") in 1995 was based on an independent appraisal. 
     This preferred stock was converted into Black & Decker Common
     Stock on October 15, 1996 and reclassified to Long-term
     Marketable Equity Securities at December 31, 1996.

     Long-term Debt: The fair value of the Company's long-term debt
     issued under the medium-term note program is estimated based on
     quoted market prices which approximate cost.  All other
     significant long-term debt is pursuant to floating rate
     instruments whose carrying amounts approximate fair value.

     Company-Obligated Mandatorily Redeemable Convertible Preferred
     Securities of a Subsidiary Trust: The fair value of the
     company-obligated mandatorily redeemable convertible preferred
     securities of a subsidiary trust was $522.5 million at December
     31, 1997.

     Allowances for Doubtful Accounts: Allowances for doubtful
accounts at December 31 totaled $17.7 million in 1997, $13.2 million
in 1996 and $11.0 million in 1995.

     Inventories: Inventories are stated at the lower of cost or
market value.  Cost of certain domestic inventories (approximately
81%, 86% and 89% of total inventories at December 31, 1997, 1996 and
1995, respectively) was determined by the "last-in, first-out"
("LIFO") method; for the balance, cost was determined using the
"first-in, first-out" ("FIFO") method.  If the FIFO inventory
valuation method had been used exclusively, inventories would have
increased by $17.9 million, $26.0 million and $29.0 million at
December 31, 1997, 1996 and 1995, respectively.



<PAGE> 46

     The components of inventories at December 31, net of the LIFO
reserve, were as follows: 

                           1997      1996      1995
                         -------   -------   -------
                                    (In millions)
Materials and supplies   $ 136.0   $ 124.5   $ 147.7
Work in process            100.6      87.9      87.5
Finished products          388.6     297.1     274.0
                         -------    ------   -------
                         $ 625.2   $ 509.5   $ 509.2
                         =======   =======   =======

     Inventory reserves at December 31 totaled $92.6 million in 1997,
$81.2 million in 1996 and $67.3 million in 1995.

     Other Long-term Investments: At December 31, 1995, the Company
owned 150,000 shares of privately placed Black & Decker convertible
preferred stock, Series B, purchased at a cost of $150.0 million.  On
October 15, 1996, in accordance with the terms of the preferred stock,
Black & Decker exercised its option to convert the preferred stock
into 6.4 million shares of Black & Decker Common Stock.  As a result
of the conversion, the Common Stock is classified as a Long-term
Marketable Equity Security in the December 31, 1997 and 1996
consolidated balance sheets.

     The Company has a 49% ownership interest in American Tool
Companies, Inc., a manufacturer of hand tools and power tool accessory
products marketed primarily under the VISE-GRIP{R} and IRWIN{R}
trademarks.  This investment is accounted for on the equity method
with a net investment of $51.0 million at December 31, 1997.

     Long-term Marketable Equity Securities: Long-term Marketable
Equity Securities classified as available for sale are carried at fair
value with adjustments to fair value reported separately, net of tax,
as a component of stockholders' equity (and excluded from earnings). 
Long-term marketable equity securities at December 31 are summarized
as follows:


                            1997         1996        1995
                            ----         ----        ----
                                   (In millions)
Aggregate market value    $ 307.1      $ 240.8      $ 53.3
Aggregate cost              176.8        180.3        26.8
                           ------       ------      ------
Unrealized gain           $ 130.3      $  60.5      $ 26.5
                          =======      =======      ======

     During 1995, the Company received proceeds of $37.3 million from
the sale of Long-term Marketable Equity Securities and recorded a gain
of $15.8 million on the sale.  Gains and losses on the sales of
Long-term Marketable Equity Securities are based upon 
the average cost of securities sold.



<PAGE> 47

     Property, Plant and Equipment: Property, plant and equipment at
December 31 consisted of the following: 

                            1997          1996         1995
                            ----          ----         ----
                                      (In millions)
Land                      $  33.8       $  21.1      $  16.2
Buildings and
  improvements              272.1         206.9        194.8
Machinery and
  equipment                 835.4         699.6        620.2
                          --------      --------     --------
                          1,141.3         927.6        831.2
Allowance for 
  depreciation             (445.2)       (372.2)      (300.9)
                          --------      --------     --------
                          $ 696.1       $ 555.4      $ 530.3
                          ========      ========     ========

     Replacements and improvements are capitalized.  Expenditures for
maintenance and repairs are charged to expense.  The components of
depreciation are provided by annual charges to income calculated to
amortize, principally on the straight-line basis, the cost of the
depreciable assets over their depreciable lives.  Estimated useful
lives determined by the Company are as follows:

          Buildings and improvements         20-40 years
          Machinery and equipment             5-12 years 

     Trade Names and Goodwill: The cost of trade names and the excess
of cost over identifiable net assets of businesses acquired are
amortized over 40 years on a straight-line basis.  Total accumulated
amortization of trade names and goodwill was $136.7 million, $103.2
million and $78.2 million at December 31, 1997, 1996 and 1995,
respectively.

     Subsequent to an acquisition, the Company periodically evaluates
whether later events and circumstances have occurred that indicate the
remaining estimated useful life of goodwill may warrant revision or
that the remaining balance of goodwill may not be recoverable.  If
factors indicate that goodwill should be evaluated for possible
impairment, the Company would use an estimate of the relevant
business' undiscounted net cash flow over the remaining life of the
goodwill in measuring whether the goodwill is recoverable.



<PAGE> 48

     Accrued Liabilities: Accrued Liabilities at December 31 included
the following: 

                              1997          1996           1995
                              ----          ----           ----
                                        (In millions)
Customer accruals           $ 131.7        $ 91.4         $ 83.7
Accrued self-insurance 
  liability                    42.1          46.3           39.7

     Customer accruals are promotional allowances and rebates given to
customers in exchange for their selling efforts.  The self-insurance
accrual is primarily for workers' compensation and is estimated based
upon historical claim experience.

     Foreign Currency Translation: Foreign currency balance sheet
accounts are translated into U.S. dollars at the rates of exchange in
effect at fiscal year end.  Income and expenses are translated at the
average rates of exchange in effect during the year.  The related
translation adjustments are made directly to a separate component of
stockholders' equity.  International subsidiaries operating in highly
inflationary economies translate non-monetary assets at historical
rates, while net monetary assets are translated at current rates, with
the resulting translation adjustment included in net income.  Foreign
currency transaction gains and losses were immaterial in 1997, 1996
and 1995.

     Earnings per share: The earnings per share amounts are computed
based on the weighted average monthly number of shares outstanding
during the year.  "Basic" earnings per share is calculated by dividing
net income (before cumulative effect of accounting change) by weighted
average shares outstanding.  "Diluted" earnings per share is
calculated by dividing net income (before cumulative effect of
accounting change) by weighted average shares outstanding, including
the assumption of the exercise and/or conversion of all potentially
dilutive securities ("in the money" stock options and Company-
Obligated Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust).  Effective December 31, 1997, the Company adopted
SFAS No. 128, "Earnings Per Share." As a result, the Company's
reported earnings per share for 1996 and 1995 were restated.  The
impact on previously reported earnings per share was immaterial.

     Accounting Principles Adopted: In 1995, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of." The adoption of this statement in 1996 was not material
to the consolidated financial statements. 

     In 1995, FASB also issued SFAS No. 123, "Accounting for Stock
Based Compensation." The Company adopted the disclosure requirements
of this statement (see note 11 to the consolidated financial
statements) and will continue to apply APB Opinion No. 25 to its stock
option plans.

     Reclassification: Certain 1996 and 1995 amounts have been
reclassified to conform with the 1997 presentation.



<PAGE> 49

2)  ACQUISITIONS OF BUSINESSES

1995
- ----

     On October 2, 1995, the Company acquired Decorel Incorporated
("Decorel"), a manufacturer and marketer of ready-made picture frames. 
Decorel was combined with Intercraft.  On November 2, 1995, the
Company acquired Berol Corporation ("Berol"), a designer, manufacturer
and marketer of markers and writing instruments.  Berol was combined
with Sanford.  For these and other minor 1995 acquisitions, the
Company paid $210.6 million in cash, issued 379,507 shares of the
Company's Common Stock (valued at approximately $9.5 million) and
assumed $144.2 million of debt.

     These transactions were accounted for as purchases; therefore
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition.  The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $181.1 million.

1996 and 1997
- -------------

     On January 19, 1996, the Company acquired The Holson Burnes
Group, Inc. ("Holson Burnes"), a manufacturer and marketer of photo
albums and picture frames.  Holson Burnes was combined with
Intercraft, creating the Intercraft/Burnes division.

     On March 5, 1997, the Company purchased Insilco Corporation's
Rolodex business unit ("Rolodex"), a marketer of office products
including card files, personal organizers and paper punches.  Rolodex
was integrated into the Company's Newell Office Products division.  On
May 30, 1997, the Company acquired Cooper Industries Incorporated's
Kirsch business ("Kirsch"), a manufacturer and distributor of drapery
hardware and custom window coverings in the United States and
international markets.  The Kirsch North American operations were
combined with the Newell Window Furnishings division.  The European
operations of Kirsch exist as a separate division called Kirsch Window
Fashions Europe.  On June 13, 1997, the Company acquired Rubbermaid
Incorporated's office products business, including the ELDON{R} brand
name (now referred to as "Eldon").  Eldon is a designer, manufacturer
and supplier of computer and plastic desk accessories, resin-based
office furniture and storage and organization products.  Eldon was
integrated into the Company's Newell Office Products division.  For
these and other minor acquisitions, the Company paid $780.4 million in
cash and assumed $59.9 million of debt.  The transactions were
accounted for as purchases; therefore, results of operations are
included in the accompanying consolidated financial statements since
their respective dates of acquisition.  The acquisition costs were
allocated on a preliminary basis to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $562.4 million.  The final adjustments



<PAGE> 50

to the purchase price allocations are not expected to be material to
the consolidated financial statements. 

     The unaudited consolidated results of operations for the years
ended December 31, 1997 and 1996 on a pro forma basis, as though the
Holson Burnes, Rolodex, Kirsch and Eldon businesses had been acquired
on January 1, 1996, are as follows:

                              1997          1996
                              ----          ----
                   (In millions, except per share amounts)
Net sales                  $3,453.4       $3,446.7
Net income                    284.4          250.3
Earnings per share             1.79           1.58



<PAGE> 51

3)   CREDIT ARRANGEMENTS

     The Company has short-term foreign and domestic uncommitted lines
of credit with various banks, which are available for short-term
financing.  Borrowings under the Company's uncommitted lines of credit
are subject to discretion of the lender.  The Company's uncommitted
lines of credit do not have a material impact on the Company's
liquidity.  Borrowings under the Company's uncommitted lines of credit
at December 31, 1997 totaled $39.2 million.

     The following is a summary of borrowings under foreign and
domestic lines of credit at December 31:

                             1997        1996         1995
                             ----        ----         ----
                                   (In millions)
Notes payable to banks:
  Outstanding at year-end
  -  borrowing             $  39.2     $  70.9     $ 104.0
  -  weighted average 
      interest rate            4.5%        4.7%        6.6%
  Average for the year
  -  borrowing             $ 124.4     $  99.4     $ 102.4
  -  weighted average 
      interest rate            5.4%        5.3%        6.7%
Maximum borrowing 
  outstanding during 
  the year                  $399.3      $120.0      $137.8


     The Company can also issue commercial paper, as described in note
4 to the consolidated financial statements.  The following is a
summary of commercial paper at December 31:

                              1997       1996        1995
                              ----       ----        ----
                                    (In millions)
Commercial paper:
  Outstanding at year-end
  -  borrowing             $  517.0    $ 404.0      $ 448.6 
  -  average interest rate      6.5%       5.9%         5.8% 
Average for the year
  -  borrowing             $  731.3    $ 512.3      $ 410.4
  -  average interest rate      5.6%       5.3%         6.0%
Maximum borrowing 
  outstanding during
  the year                 $1,177.6    $ 594.0      $ 500.0 



<PAGE> 52

4)  LONG-TERM DEBT

     The following is a summary of long-term debt at December 31:

                             1997        1996        1995
                             ----        ----        ----
                                    (In millions)
Medium-term notes          $ 263.0     $ 295.0     $ 345.0
Commercial paper             517.0       404.0       448.6
Other long-term debt          16.7         6.2        27.0
                           -------     -------     -------
                            796.7        705.2       820.6
Current portion             (12.7)       (33.2)      (59.0)
                           -------     --------    --------
                           $784.0      $ 672.0     $ 761.6
                           =======     ========    ========

     During 1997, the Company amended and restated its revolving
credit agreement to permit the Company to borrow, repay and reborrow
funds in an aggregate amount up to $1.3 billion, at a floating
interest rate.  The revolving credit agreement will terminate in
August 2002.  At December 31, 1997, there were no borrowings under the
revolving credit agreement.

     In lieu of borrowings under the Company's revolving credit
agreement, the Company may issue up to $1.3 billion of commercial
paper.  The Company's revolving credit agreement provides the
committed backup liquidity required to issue commercial paper. 
Accordingly, commercial paper may only be issued up to the amount
available for borrowing under the Company's revolving credit
agreement.  At December 31, 1997, $517.0 million (principal amount) of
commercial paper was outstanding.  The entire amount is classified as
Long-Term Debt.

     The Company has a universal shelf registration statement under
which the Company may issue up to $500.0 million of debt and equity
securities, subject to market conditions.  At December 31, 1997, the
Company had not yet issued any securities under that registration
statement.

     At December 31, 1997, the Company had outstanding $263.0 million
(principal amount) of medium-term notes issued under a previous shelf
registration statement with maturities ranging from five to ten years
at an average rate of interest equal to 6.3%.

     The revolving credit agreement permits the Company to borrow
funds using Committed loans (Base Rate loans or Committed LIBOR loans)
or Competitive loans (Set Rate loans or Competitive LIBOR loans), as
selected by the Company.  The terms of these agreements require, among
other things, that the Company maintain a certain Total Debt to Total
Capital Ratio as defined in these agreements.  As of December 31,
1997, the Company was in compliance with these agreements.



<PAGE> 53

     The aggregate maturities of Long-Term Debt outstanding at
December 31, 1997, are as follows:

               Year                 Aggregate Maturities
               ----                 --------------------
                                       (In millions)

               1998                     $  12.7
               1999                         8.0
               2000                       148.0
               2001                         0.9
               2002                       617.1
               Thereafter                  10.0
                                        -------
                                        $ 796.7
                                        =======


5)   COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
     SECURITIES OF A SUBSIDIARY TRUST OF THE COMPANY

     In December 1997, a wholly owned subsidiary trust of the Company
issued 10,000,000 of its 5.25% convertible quarterly income preferred
securities (the "Convertible Preferred Securities"), with a
liquidation preference of $50 per security, to certain institutional
buyers.  The Convertible Preferred Securities represent an undivided
beneficial interest in the assets of the trust.  Each of the
Convertible Preferred Securities is convertible at the option of the
holder into shares of the Company's Common Stock at the rate of 0.9865
shares of Common Stock for each preferred security (equivalent to the
approximate conversion price of $50.685 per share of Common Stock),
subject to adjustment in certain circumstances.  Holders of the
Convertible Preferred Securities are entitled to a quarterly cash
distribution at the annual rate of 5.25% of the $50 liquidation
preference commencing March 1, 1998.  The Convertible Preferred
Securities are subject to a limited guarantee by the Company and are
callable by the Company initially at 103.15% of the liquidation
preference beginning in December 2001 and decreasing over time to 100%
of the liquidation preference beginning in December 2007.

     The trust invested the proceeds of this issuance of Convertible
Preferred Securities in $500 million of the Company's 5.25% Junior
Convertible Subordinated Debentures due 2027 (the "Debentures").  The
Debentures are the sole assets of the trust, mature on December 1,
2027, bear interest at the rate of 5.25%, payable quarterly,
commencing March 1, 1998, and are redeemable by the Company beginning
in December 2001.  The Company may defer interest payments on the
Debentures for a period not to exceed 20 consecutive quarters during
which time distribution payments on the Convertible Preferred
Securities are also deferred.  Under this circumstance, the Company
may not declare or pay any cash distributions with respect to its
capital stock or debt securities that rank pari passu with or junior
to the Debentures.  The Company has no current intention to exercise
its right to defer payments of interest on the Debentures.



<PAGE> 54

     The Convertible Preferred Securities are reflected as outstanding
in the Company's consolidated financial statements as Company-
Obligated Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust.

6)   DERIVATIVE FINANCIAL INSTRUMENTS

     The Company has only limited involvement with derivative
financial instruments and does not use them for trading purposes. 
They are used to manage certain interest rate and foreign currency
risks.

     Interest rate swap agreements are utilized to convert certain
floating rate debt instruments into fixed rate debt.  Cash flows
related to interest rate swap agreements are included in interest
expense over the terms of the agreements. 

     The Company uses forward exchange contracts and options to hedge
certain purchase commitments denominated in currencies other than the
domestic currency.  Unamortized premiums are included in other assets
in the consolidated balance sheets.  Gains and losses relating to
qualifying hedges of firm commitments are deferred and are recognized
in income or expense as adjustments of carrying amounts when the
hedged transaction occurs.

     The Company does not obtain collateral or other security to
support derivative financial instruments subject to credit risk but
monitors the credit standing of the counterparties.

7)   LEASES

     The Company has minimum rental payments through the year 2007
under noncancellable operating leases as follows:

     Year      Minimum Payments
     -----     ----------------
                 (In millions)

     1998           $23.2

     1999            15.2

     2000             9.9

     2001             8.0

     2002             6.2

   Thereafter        15.6
                    -----
                    $78.1



<PAGE> 55

     Total rental expense for all operating leases was approximately
$50.4 million, $45.0 million and $38.3 million in 1997, 1996 and 1995,
respectively.

8)   EMPLOYEE BENEFIT RETIREMENT PLANS

     The Company and its subsidiaries have noncontributory pension and
profit sharing plans covering substantially all of its foreign and
domestic employees.  Pension plan benefits are generally based on
years of service and/or compensation.  The Company's funding policy is
to contribute not less than the minimum amounts required by the
Employee Retirement Income Security Act of 1974 or local statutes to
assure that plan assets will be adequate to provide retirement
benefits.  Due to the overfunded status of most of the pension plans,
contributions to these plans were insignificant during the past three
years.

     The net periodic pension cost components for all significant
pension plans for the years ended December 31 are as follows:

                                1997     1996      1995
                                ----     ----      ----
                                     (In millions)

Service cost-benefits earned
  during the year             $  15.7   $ 16.0    $ 14.3

Interest cost on projected
  benefit obligation             38.5     36.1      35.0 

Actual return on assets        (124.1)   (74.0)    (64.0)

Net amortization and
  other components               70.7     24.3      17.5
                                -----     ----      ----
    Total pension
      plan expense            $   0.8   $  2.4    $  2.8
                                =====     ====      ====

     The principal actuarial assumptions used are as follows:

                                1997     1996      1995
                                ----     ----      ----
                                      (In percent)

Measurement of projected
  benefit obligation:
  Discount rate                  7.75%    7.75%     7.75%
  Long-term rate of
    compensation increase        5.00%    5.00%     5.00%
Long-term rate of return
  on plan assets                 9.00%    9.00%     9.00%



<PAGE> 56

     The following table sets forth the funded status of the pension
plans and the amount recognized in the Company's consolidated balance
sheets:

                                Plans Whose Assets Exceed
                                  Accumulated Benefits

                                1997     1996      1995
                                ----     ----      ----
                                     (In millions)

Actuarial present value of
  benefit obligations:
  - Vested                     $467.7   $413.9    $329.0
  - Nonvested                    13.1     10.6      10.1
                                -----    -----     -----
  Accumulated benefit
    obligation                  480.8    424.5     339.1
Effect of projected future
  salary increases               26.5     20.5      15.2
                                -----    -----     -----
  Projected benefit
    obligation                  507.3    445.0     354.3
Plan assets at
  market value (primarily
  Common Stock and
  fixed income investments)     713.8    585.8     463.1
                                -----    -----     -----
Plan assets in excess of
  projected benefit
  obligation                    206.5    140.8     108.8
Unrecognized transition
  net asset                      (6.0)    (7.3)     (4.5)
Unrecognized prior
  service cost                   (7.1)    (7.7)     (3.0)
Unrecognized net gain          (116.0)   (54.5)    (21.9)
                                -----    -----     -----
Net pension asset in
  Other Non-current
  Assets                      $  77.4   $ 71.3    $ 79.4
                                =====    =====     =====



<PAGE> 57

                                Plans Whose Accumulated
                                Benefits Exceed Assets

                                1997     1996     1995(1)
                                ----     ----     ----
                                     (In millions)

Actuarial present value of
  benefit obligations:
  Vested                      $  43.2   $ 17.8    $ 89.2
  Nonvested                      11.9      9.1      10.5
                                -----    -----     -----
  Accumulated benefit
    obligation                   55.1     26.9      99.7
Effect of projected future
  salary increases               13.3     10.3      17.9
                                -----    -----     -----
  Projected benefit
    obligation                   68.4     37.2     117.6
Plan assets at
  market value (primarily
  Common Stock and
  fixed income investments)      22.2      -        75.9
                                -----    -----     -----
Plan assets less than
  projected benefit
  obligation                    (46.2)   (37.2)    (41.7)
Unrecognized transition
  net (asset) obligation          0.6      2.3      (3.1)
Unrecognized prior
  service cost                    2.1      0.9       1.1
Unrecognized net loss            10.9      7.5      11.3 
                                -----    -----     -----
Net pension liability
  in Other Non-current
  Liabilities                  $(32.6)  $(26.5)   $(32.4)
                                =====    =====     =====

(1)  During 1995, the defined benefit plan covering certain hourly
     employees contained a temporary unfunded obligation.  This plan
     was fully funded in 1996.

     Total expense under all profit sharing plans was $7.6 million,
$6.6 million and $5.5 million for the years ended December 31, 1997,
1996 and 1995, respectively.



<PAGE> 58

9)   RETIREE HEALTH CARE

     Several of the Company's subsidiaries currently provide retiree
health care benefits for certain employee groups. 

     The components of the net postretirement health care cost for the
years ended December 31 are as follows:

                                1997     1996      1995
                                ----     ----      ----
                                     (In millions)

Service cost-benefits
  attributed to service
  during the period              $1.6     $2.1      $1.7
Interest cost on accumulated
  postretirement benefit
  obligation                      8.0      7.7       7.5
Net amortization
  and deferral                   (0.2)    (0.3)     (0.5)
                                  ---      ---       --- 
  Net postretirement 
    health care cost             $9.4     $9.5      $8.7 
                                  ===      ===       ===

     The following table reconciles the accumulated postretirement
benefit obligation as recognized in the Company's consolidated balance
sheets at December 31:

                                1997     1996      1995
                                ----     ----      ----
                                     (In millions)

Accumulated postretirement 
  benefit obligation:
  Retirees                    $ (88.0) $ (63.5)  $ (67.4)
  Fully eligible active
    plan participants            (3.1)    (5.5)     (5.6)
  Other active plan
    participants                (23.8)   (28.1)    (23.4)
                                 ----     ----      ----
Accumulated postretirement 
  benefit obligation           (114.9)   (97.1)    (96.4)
Market value of assets              -        -         -
                                -----     ----      ----
  Funded status                (114.9)   (97.1)    (96.4)
  Unrecognized net gain         (18.3)   (13.0)    (13.0)

  Other Non-current
  Liability                   $(133.2) $(110.1)  $(109.4)
                                =====    =====     =====

     The actuarial calculation assumed a 9% increase in the health
care cost trend rate for fiscal year 1997.  The assumed rate decreases



<PAGE> 59

one percent every year through the year 2000 to 6% and remains
constant beyond that point.  The health care cost trend rate has a
significant effect on the amounts reported.  For example, a one
percentage point increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation by $5.7
million and increase net periodic cost by $0.8 million.  The discount
rate used in determining the accumulated postretirement benefit
obligation was 7.5% in 1997 and 7.75% in both 1996 and 1995.

10)  STOCKHOLDERS' EQUITY

     The Company's Common Stock consists of 400.0 million authorized
shares, with a par value of $1 per share.  Of the total unissued
common shares at December 31, 1997, total shares in reserve included
8.5 million shares for issuance under the Company's stock option
plans.

     Each share of Common Stock includes a preferred stock purchase
right (a "Right").  Each Right will entitle the holder, until the
earlier of October 31, 1998 or the redemption of the Rights, to buy
one four-hundredth of a share of a new series of preferred stock,
denominated "Junior Participating Preferred Stock, Series B," at a
price of $25 per one four-hundredth of a share (as adjusted to reflect
stock splits since the issuance of the Rights).  This preferred stock
is nonredeemable and will have 100 votes per share.  The Company has
reserved 500,000 Series B preferred shares for issuance upon exercise
of such Rights.  The Rights will be exercisable only if a person or
group acquires 20% or more of voting power of the Company or announces
a tender offer following which it would hold 30% or more of the
Company's voting power.

     In the event that any person becomes the beneficial owner of 30%
or more of the Company's voting stock, the Rights (other than Rights
held by the 30% stockholder) would become exercisable for that number
of shares of the Company's Common Stock having a market value of two
times the exercise price of the Right.  Furthermore, if, following the
acquisition by a person or group of 20% or more of the Company's
voting stock, the Company was acquired in a merger or other business
combination or 50% or more of its assets were sold, or in the event of
certain types of self-dealing transactions by a 20% stockholder, each
Right (other than Rights held by the 20% stockholder) would become
exercisable for that number of shares of Common Stock of the Company
(or the surviving company in a business combination) having a market
value of two times the exercise price of the Right.

     The Company may redeem the Rights at one cent per Right prior to
the occurrence of an event that causes the Rights to become
exercisable for Common Stock.  The Board of Directors may terminate
the Company's right to redeem the Rights prior to the time the Rights
become exercisable for Common Stock at any time after a group or
person acquires 20% or more of the Company's voting stock under
certain circumstances.



<PAGE> 60

11)  STOCK OPTIONS

     The Company's stock option plans are accounted for under APB
Opinion No. 25.  As a result, the Company grants fixed stock options
under which no compensation cost is recognized.  Had compensation cost
for the plans been determined consistent with FASB Statement No. 123,
the Company's net income and earnings per share would have been
reduced to the following pro forma amounts for the years ended
December 31:

                                          1997           1996
                                          ----           ----
                              (In thousands, except per share data)

Net income:         As reported         $290,402       $256,479
                    Pro forma            287,249        254,787

Basic EPS:          As reported            $1.83          $1.62
                    Pro forma               1.81           1.60

     Because the FASB Statement No. 123 method of accounting has not
been applied to options granted prior to January 1, 1995, the
resulting pro forma compensation cost may not be representative of
that to be expected in future years.

     The Company may grant up to 8.0 million shares under the 1993
Stock Option Plan, of which, the Company has granted 1.9 million
shares and cancelled 0.3 million shares through December 31, 1997. 
Under this plan, the option exercise price equals the Common Stock's
closing price on the date of grant, vests over a five-year period and
expires after ten years.



<PAGE> 61

     The following summarizes the changes in number of shares of
Common Stock under option:

                                        1997
                                   --------------

                                             Weighted Average
                               Shares         Exercise Price
                               ------        ----------------

Outstanding at
  beginning of year           1,860,064            $22
  - Granted                     395,600             38
  - Exercised                  (364,587)            18
  - Cancelled                   (68,688)            22
                              ---------             
Outstanding at
  end of year                 1,822,389             25
                              =========

Exercisable at
  end of year                   886,445             19
                              =========
Weighted average
  fair value of
  options granted
  during the year                $ 13
                              =========

     The 1,822,389 options outstanding at December 31, 1997 have
exercise prices between $12 and $43 and are summarized below:

                              Options Outstanding
            --------------------------------------------------------

                                                        Weighted
Range of         Number            Weighted             Average
Exercise     Outstanding at        Average             Remaining
Prices      December 31, 1997    Exercise Price     Contractual Life
- --------    -----------------    --------------     ----------------
$12-15           201,914              $14                   3
 16-25           905,025               20                   6
 26-35           327,950               20                   8
 36-43           387,500               37                   9
               ---------              
 12-43         1,822,389               25                   7
               =========



<PAGE> 62

     The 886,445 options exercisable at December 31, 1997 have
exercise prices between $12 and $35 and are summarized below:

                    Options Exercisable
            -----------------------------------

Range of         Number            Weighted
Exercise     Exercisable at        Average
Prices      December 31, 1997    Exercise Price
- --------    -----------------    --------------
$12-15           191,914              $14
 16-25           625,661               20
 26-35            68,870               27
                 -------
 12-35           886,445               19
                 =======               


                                        1996
                                   --------------
                                             Weighted Average
                               Shares         Exercise Price
                               ------        ----------------

Outstanding at
  beginning of year           1,945,730            $20
  - Granted                     301,850             28
  - Exercised                  (243,596)            17
  - Cancelled                  (143,920)            21
                              ---------
Outstanding at
  end of year                 1,860,064             22
                              =========             
Exercisable at end of year      999,118             18
                              =========
Weighted average fair value of
  options granted during
  the year                          $10
                              =========



<PAGE> 63

                                        1995
                                   --------------

                                             Weighted Average
                               Shares         Exercise Price
                               ------        ----------------

Outstanding at
  beginning of year           2,155,758            $19
  - Granted                     284,250             24
  - Exercised                  (411,528)            16
  - Cancelled                   (82,750)            21
                              ---------
Outstanding at
  end of year                 1,945,730             20
                              =========
Exercisable at
  end of year                 1,113,118             17
                              =========
Weighted average
  fair value of
  options granted
  during the year                 $9
                              =========


     The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions used for grants in 1997, 1996 and 1995, respectively:
risk-free interest rate of 6.3%, 6.4% and 6.6%; expected dividend
yields of 1.8%, 1.8% and 1.8%; expected lives of 9.9, 9.9 and 9.5
years; and expected volatility of 23%, 20% and 20%.

12)  INCOME TAXES

     The provision for income taxes for the years ended December 31
consists of the following:

                                  1997      1996      1995
                                 ------    ------    ------
                                        (In millions)

Current:
 - Federal                       $ 95.1    $ 97.3    $ 89.3
 - State                           17.2      15.5      15.9
 - Foreign                         19.1      10.6       2.4
                                 ------    ------    ------
                                  131.4     123.4     107.6
Deferred                           59.0      44.7      40.7
                                 ------    ------    ------
Total                            $190.4    $168.1    $148.3
                                 ======    ======    ======



<PAGE> 64

     The components of the net deferred tax asset at December 31 are
as follows:

                                    1997      1996      1995
                                    ----      ----      ----
                                          (In millions)

Deferred tax assets:
 -Accruals, not currently
    deductible for tax purposes    $115.3    $108.0    $105.1
 -Postretirement liabilities         52.6      43.5      43.6
 -Inventory reserves                 33.7      28.3      16.5
 -Self-insurance liability           15.4      16.5      13.2
 -Other                               0.3       1.4       0.8
                                    -----     -----     -----
                                    217.3     197.7     179.2

Deferred tax liabilities:
 -Accelerated depreciation          (59.4)    (46.4)    (45.5)
 -Prepaid pension asset             (31.1)    (30.5)    (31.6)
 -Unrealized gain on
    securities available
    for sale                        (51.5)    (23.9)    (10.6)
 -Amortization of intangibles       (11.9)     (4.1)        -
 -Other                             (23.1)    (19.1)    (15.0)
                                    -----     -----     -----
                                   (177.0)   (124.0)   (102.7)
                                    -----     -----     -----

Net deferred tax asset             $ 40.3    $ 73.7    $ 76.5
                                   ======    ======    ======


     The net deferred tax asset is classified in the consolidated
balance sheets at December 31 as follows:

                                    1997      1996      1995
                                    ----      ----      ----
                                          (In millions)

Current net deferred
  income tax asset                 $130.4    $121.2    $107.5
Non-current deferred
  income tax liability              (90.1)    (47.5)    (31.0)
                                    -----     -----     -----
                                   $ 40.3    $ 73.7    $ 76.5
                                    =====     =====     =====



<PAGE> 65

     A reconciliation of the U.S. statutory rate to the effective
income tax rate for the years ended December 31 is as follows:

                                    1997      1996      1995
                                    ----      ----      ----
                                          (In percent)

Statutory rate                      35.0%     35.0%     35.0%
Add (deduct) effect of:
 -State income taxes, net
    of federal income tax effect     3.6       3.6       4.3
 -Nondeductible trade names
    and goodwill amortization        1.6       1.5       1.4
 -Other                             (0.6)     (0.5)     (0.7)
                                     ---       ---       ---
Effective rate                      39.6%     39.6%     40.0% 
                                    ====      ====      ====

     No U.S. deferred taxes have been provided on the undistributed
non-U.S. subsidiary earnings which are considered to be permanently
invested.  At December 31, 1997, the estimated amount of total
unremitted non-U.S. subsidiary earnings is $62.9 million.

     The non-U.S. component of income before income taxes was $64.5
million in 1997, $40.4 million in 1996 and $19.3 million in 1995.

13)  OTHER NONOPERATING EXPENSES (INCOME)

     Total other nonoperating expenses (income) for the years ended
December 31 consist of the following:

                                    1997      1996      1995
                                    ----      ----      ----
                                          (In millions)
Trade names and goodwill
  amortization                     $31.9     $23.6     $19.3
Equity earnings*                    (5.8)     (6.4)     (6.0)
Interest income                     (5.3)     (3.7)     (1.9)
Dividend income                     (4.0)    (11.0)    (12.8)
Net gain on marketable
  equity securities                 (2.9)        -     (15.8)
Minority interest in income
  of subsidiary trust                1.5         -         -
Write-downs in carrying value
  of a long-term foreign
  investment accounted for
  under the equity method              -       1.3      16.0
Other                                1.8       0.3       0.1
                                    ----      ----      ----
                                   $17.2     $ 4.1     $(1.1)
                                   =====     =====     =====

*    Equity earnings in American Tool Companies, Inc., in which the
     Company has a 49% interest.



<PAGE> 66

14)  OTHER OPERATING INFORMATION

Industry Segment Information

     The Company is a manufacturer and full-service marketer of staple
consumer products sold to high-volume purchasers, including, but not
limited to, discount stores and warehouse clubs, home centers and
hardware stores, and office superstores and contract stationers.  The
Company's multi-product offering consists of products in three major
product groups: Hardware and Home Furnishings, Office Products, and
Housewares.

                          Product                 Principal
Product Group            Categories               Brands (1)
- -------------            ----------               ----------
Hardware and             Window Treatments        Levolor
Home Furnishings                                  LouverDrape
                                                  Del Mar
                                                  Newell
                                                  Kirsch

                         Hardware                 Amerock
                         and Tools                Bulldog
                                                  EZ Paintr
                                                  BernzOmatic

                         Picture Frames           Intercraft
                                                  Decorel
                                                  Burnes of Boston
                                                  Holson

                         Home Storage             Lee Rowan
                         Products                 System Works

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

Office Products          Markers and Writing      Sanford
                         Instruments              Eberhard Faber
                                                  Berol

                         Office Storage and       Rogers
                         Organization             Eldon
                                                  Rolodex

                         School Supplies          Stuart Hall
                         and Stationery

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

Housewares               Glassware and            Anchor Hocking
                         Plasticware              Pyrex (2)

                         Aluminum Cookware        Mirro
                         and Bakeware             WearEver



<PAGE> 67

                          Product                 Principal
Product Group            Categories               Brands (1)
- -------------            ----------               ----------
Housewares               Hair Accessories         Goody
                                                  Ace
                                                  Wilhold

(1)  All listed brand names are trademarks, which are registered in
     the United States Patent and Trademark Office.

(2)  Used under exclusive license from Corning Incorporated and its
     subsidiaries in Europe, the Middle East and Africa only.

     Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
approximately 15% of consolidated net sales in both 1997 and 1996 and
14% in 1995.  Sales to each of the Company's other customers,
individually, amounted to less than 10% of consolidated net sales.

Geographic Information

     Prior to the 1994 acquisition of Newell Europe, the 1995
acquisition of Berol, and the 1997 acquisition of Kirsch, the Company
operated principally in the United States.  The Company now operates
in several non-U.S. locations, including Australia, Canada, Colombia,
England, France, Germany, Italy, Mexico, Portugal, Spain, Sweden and
Venezuela.  Summary financial information by geographic area included
in the consolidated financial statements as of and for the years ended
December 31 is as follows:


<TABLE>
<CAPTION>
                                             1997                          1996                   1995
                                       -----------------             ----------------       -------------------
                                                   % of                         % of                      % of
                                          $        Total                $       Total           $         Total
                                       -------     -----             -------    -----        -------      -----
                                     (In millions)                (In millions)            (In millions)
<S>                                    <C>         <C>               <C>        <C>          <C>          <C>
Net sales:
 -U.S.                                 $2,694.7     83.3%            $2,458.2    85.6%         $2,157.0     86.3%
 -Non-U.S.                                539.6     16.7                414.6    14.4             341.4     13.7
                                        -------    -----              -------   -----           -------    -----
Total                                  $3,234.3    100.0%            $2,872.8   100.0%         $2,498.4    100.0%
                                        =======    =====              =======   =====           =======    =====
Operating income:
 -U.S.                                 $  494.5     86.5%            $  437.7    90.1%            389.1     92.8%
 -Non-U.S.                                 77.1     13.5                 48.0     9.9              30.4      7.2
                                        -------    -----              -------   -----           -------    -----
Total                                 $   571.6    100.0%            $  485.7   100.0%         $  419.5    100.0%
                                        =======    =====              =======   =====           =======    =====
Total assets at December 31:
 -U.S.                                 $3,274.1     83.0%            $2,573.2    85.6%         $2,501.0     85.4%
 -Non-U.S.                                669.7     17.0                431.9    14.4             426.1     14.6
                                        -------    -----              -------   -----           -------    -----
Total                                  $3,943.8    100.0%            $3,005.1   100.0%         $2,927.1    100.0%
                                        =======    =====              =======   =====           =======    =====
</TABLE>



<PAGE> 68

     Sales between geographic areas are not material.  The Company's
export sales, defined as sales of products made in the U.S. and sold
primarily by the Company's export division to foreign customers, were
approximately 2.8% of consolidated net sales in 1997, 2.5% in 1996 and
2.9% in 1995 (financial information is included in the non-U.S.
category in the tables above).

15)  LITIGATION

     The Company and its subsidiaries are subject to certain legal
proceedings and claims, including the environmental matters described
below, that have arisen in the ordinary conduct of its business.

     As of December 31, 1997, the Company was involved in various
matters concerning federal and state environmental laws and
regulations, including 35 matters in which they have been identified
by the U.S. Environmental Protection Agency and certain state
environmental agencies as potentially responsible parties ("PRPs") at
contaminated sites under the Federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and equivalent
state laws. 

     In assessing its environmental response costs, the Company has
considered several factors, including: the extent of the Company's
volumetric contribution at each site relative to that of other PRPs;
the kind of waste; the terms of existing cost sharing and other
applicable agreements; the financial ability of other PRPs to share in
the payment of requisite costs; the Company's prior experience with
similar sites; environmental studies and cost estimates available to
the Company; the effects of inflation on cost estimates; and the
extent to which the Company's and other parties' status as PRPs are
disputed. 

     Based on information available to it, the Company's estimate of
environmental response costs associated with these matters as of
December 31, 1997 ranged between $16.7 million and $24.1 million.  As
of December 31, 1997, the Company had a reserve equal to $20.3 million
for such environmental response costs in the aggregate.  No insurance
recovery was taken into account in determining the Company's cost
estimates or reserve, nor do the Company's cost estimates or reserve
reflect any discounting for present value purposes. 

     Because of the uncertainties associated with environmental
investigations and response activities, the possibility that the
Company could be identified as a PRP at sites identified in the future
that require the incurrence of environmental response costs and the
possibility of additional sites as a result of businesses acquired,
actual costs to be incurred by the Company may vary from the Company's
estimates.

     Subject to difficulties in estimating future environmental
response costs, the Company does not expect that any sum it may have
to pay in connection with environmental matters in excess of amounts



<PAGE> 69

reserved will have a material adverse effect on its consolidated
financial statements.

     The Company is involved in several legal proceedings relating to
the importation and distribution of vinyl mini-blinds made with
plastic containing lead stabilizers.  In 1996, the Consumer Product
Safety Commission found that such stabilizers deteriorate over time
from exposure to sunlight and heat, causing lead dust to form on
mini-blind surfaces and presenting a health risk to children under six
years of age. 

     In July 1996, the California Attorney General and the Alameda
County District Attorney filed a civil suit against 12 named
companies, including a subsidiary of the Company, alleging failure to
warn consumers adequately about the presence of lead in accordance
with California law and seeking injunctions, civil penalties and
restitutionary relief. 

     In August 1996, 15 companies, including a subsidiary of the
Company, were named as defendants in a national and California private
class action in Sacramento County Superior Court.  In October 1997, 16
additional companies were named as defendants in this case, in which
the plaintiffs currently allege that the Company's subsidiary used
false and misleading advertising and employed unfair or fraudulent
business practices in connection with the presence of lead in their
blinds. 

     The plaintiffs seek injunctive relief, restitution of purchase
price, suit costs, and reasonable attorneys' fees with respect to
their claims against the Company's subsidiary.  The Company has agreed
to indemnify several of its retail customers that are named as
defendants in one or both of these cases for liability directly
related to actions or omissions of the Company.  These two cases were
coordinated in 1997, a coordination trial judge was appointed, and
discovery is proceeding.

     In February 1997, a subsidiary of the Company was named as the
defendant in another case involving the importation and distribution
of vinyl mini-blinds containing lead, which was filed as an Illinois
and national private class action in the Cook County Chancery
Division.  In this case, the plaintiffs alleged violations of the
Illinois Consumer Fraud and Deceptive Trade Practices Act and the
Illinois version of the Uniform Deceptive Trade Practices Act, breach
of implied warranty, fraud, negligent misrepresentation, negligence,
unjust enrichment, and reception and retention of money unlawfully
received.  The plaintiffs seek injunctive relief, unspecified damages,
suit costs and punitive damages.

     Although management of the Company cannot predict the ultimate
outcome of these matters with certainty, it believes that their
ultimate resolution will not have a material effect on the Company's
consolidated financial statements.



<PAGE> 70

I
tem 9.  Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
- ---------------------------------------------------------------------

     None.



<PAGE> 71


                               PART III
                               --------


Item 10.  Directors and Executive Officers of the Registrant
- ------------------------------------------------------------

     Information regarding executive officers of the Company is
included as a Supplementary Item at the end of Part I of this Form
10-K.

     Information regarding directors of the Company is included in the
Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders to be held May 13, 1998 ("Proxy Statement") under the
caption "Proposal 1   Election of Directors," which information is
hereby incorporated by reference herein.

     Information regarding compliance with Section 16(a) of the
Exchange Act is included in the Proxy Statement under the caption
"Section 16(a) Beneficial Ownership Compliance Reporting," which
information is hereby incorporated by reference herein.



<PAGE> 72


Item 11.  Executive Compensation
- --------------------------------

     Information regarding executive compensation is included in the
Proxy Statement under the caption "Proposal 1 - Election of Directors
- - Information Regarding Board of Directors and Committees," the
captions "Executive Compensation - Summary; - Option Grants in 1997; -
Option Exercises in 1997; - Pension and Retirement Plans; - Employment
Security Agreements," and the caption "Executive Compensation
Committee Interlocks and Insider Participation," which information is
hereby incorporated by reference herein.



<PAGE> 73


Item 12.  Security Ownership of Certain Beneficial Owners and
Management
- -------------------------------------------------------------

     Information regarding security ownership is included in the Proxy
Statement under the caption "Certain Beneficial Owners," which
information is hereby incorporated by reference herein.



<PAGE> 74


Item 13.  Certain Relationships and Related Transactions
- --------------------------------------------------------

     Not applicable.



<PAGE> 75


                                PART IV
                                -------


Item 14.  Exhibits, Financial Statement Schedules and Reports on
Form 8-K
- ----------------------------------------------------------------

     (a)(1) The following is a list of the financial statements of
     Newell Co. included in this report on Form 10-K which are filed
     herewith pursuant to Item 8:


     Report of Independent Public Accountants

     Consolidated Statements of Income - Years Ended December 31,
     1997, 1996 and 1995

     Consolidated Balance Sheets - December 31, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows - Years Ended December 31,
     1997, 1996 and 1995

     Consolidated Statements of Stockholders' Equity - Years Ended
     December 31, 1997, 1996 and 1995

     Notes to Consolidated Financial Statements - December 31, 1997,
     1996 and 1995

     (2) The following consolidated financial statement schedule of
     the Company included in this report on Form 10-K is filed
     herewith pursuant to Item 14(d) and appears immediately preceding
     the Exhibit Index:

          SCHEDULE VIII -  VALUATION AND QUALIFYING ACCOUNTS
          --------------------------------------------------

     (3) The exhibits filed herewith are listed on the Exhibit Index
     filed as part of this report on Form 10-K.  Each management
     contract or compensatory plan or arrangement of the Company
     listed on the Exhibit Index is separately identified by an
     asterisk.

     (b) Reports on Form 8-K:

     Registrant filed a Report on Form 8-K, dated December 12, 1997,
     relating to the public announcement of its completion of a
     private placement of $500,000,000 of convertible preferred
     securities of a subsidiary trust.



<PAGE> 76

<TABLE>
<CAPTION>
           SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
           -------------------------------------------------

                                                     Additions
                                               ----------------------
                                                Charged      Charged
                                  Balance at    to Costs     to Other                  Balance at
                                  Beginning       and        Accounts    Deductions      End of
Description                       of Period     Expenses       (A)          (B)          Period
- -----------                       ---------     --------     --------    ----------    -----------
<S>                               <C>           <C>          <C>         <C>           <C> 
Allowance for 
  doubtful accounts
  for the years ended:
         December 31, 1997        $ 13,190      $3,899       $8,321      $(7,737)      $17,673
         December 31, 1996          11,014       6,034        2,200       (6,058)       13,190
         December 31, 1995          10,886       2,838        1,990       (4,700)       11,014
</TABLE>


Note A - Represents recovery of accounts previously written off, along with
reserves of acquired businesses.

Note B - Represents accounts charged off.


<TABLE>
<CAPTION>
                                  Balance at                                         Balance at
                                  Beginning                                 Other      End of
                                  of Period    Provision    Write-offs       (C)       Period
                                  ---------    ---------    ----------    -------    ----------
<S>                               <C>          <C>          <C>           <C>        <C>
Inventory reserves for 
  the years ended:
         December 31, 1997        $ 81,154     $22,569      $(30,332)     $19,203    $92,594
         December 31, 1996          67,275      22,251       (30,721)      22,349     81,154 
         December 31, 1995          51,599       8,621       (17,200)      24,255     67,275 
</TABLE>


Note C - Represents reserves of acquired businesses, including provisions for
product line rationalization.



<PAGE> 77


                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   NEWELL CO.
                                   Registrant
                                   By   /s/ William T. Alldredge
                                        ------------------------
                                   William T. Alldredge
                                   Vice President-Finance
                                   Date   March 5, 1998

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

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 5, 1998, by the
following persons on behalf of the Registrant and in the capacities
indicated.

     Signature                                 Title
      ---------                                 -----

/s/ William P. Sovey                Chairman of the Board and Director
- --------------------------------
    William P. Sovey

/s/ John J. McDonough               Vice Chairman of the Board, Chief
- --------------------------------    Executive Officer and Director 
    John J. McDonough               (Principal Executive Officer)

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

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

/s/ William T. Alldredge            Vice President-Finance
- -------------------------------     (Principal Financial Officer)
    William T. Alldredge

/s/ Alton F. Doody                  Director
- ------------------------------
    Alton F. Doody

/s/ Gary H. Driggs                  Director
- ------------------------------
    Gary H. Driggs



<PAGE> 78

/s/ Daniel C. Ferguson              Director
- ------------------------------
    Daniel C. Ferguson

/s/ Robert L. Katz                  Director
- ------------------------------
    Robert L. Katz

/s/ Elizabeth Cuthbert Millett      Director
- ------------------------------
    Elizabeth Cuthbert Millett

/s/ Cynthia A. Montgomery           Director
- ------------------------------
    Cynthia A. Montgomery

/s/ Allan P. Newell                 Director
- ------------------------------
    Allan P. Newell

/s/ Henry B. Pearsall               Director
- ------------------------------
    Henry B. Pearsall



<PAGE> 79

<TABLE>
<CAPTION>
                           (C) EXHIBIT INDEX

                                Exhibit
                                Number     Description of Exhibit
                                -------   ----------------------
<S>              <S>            <S>       <S>

Item 3.          Articles of      3.1      Restated Certificate of Incorporation of Newell Co., as amended as of 
                 Incorporation             September 7, 1995 (incorporated by reference to Exhibit 3.1 to the
                 and By-Laws               Company's Annual Report on Form 10-K for the year ended December 31, 1995
                                           (the "1995 Form 10-K").

                                  3.2      By-Laws of Newell Co., as amended through November 9, 1995 (incorporated by
                                           reference to Exhibit 4.2 to Pre-effective Amendment No. 1 to the Company's
                                           Registration Statement on Form S-3, Reg. No.33-64225, filed January 23,
                                           1996).


Item 4.          Instruments      4.1      Restated Certificate of Incorporation of Newell Co., as amended as 
                 defining the              of September 7, 1995, is included in Item 3.1.
                 rights of
                 security
                 holders,
                 including
                 indentures

                                  4.2      By-Laws of Newell Co., as amended through November 9, 1995, are
                                           included in Item 3.2.

                                  4.3      Rights Agreement dated as of October 20, 1988 between the
                                           Company and First Chicago Trust Company of New York (formerly
                                           known as Morgan Shareholders Services Trust Company)(incorporated by
                                           reference to Exhibit 4 to the Company's Current Report on Form 8-K dated
                                           October 25, 1988).

                                  4.4      Indenture dated as of April 15, 1992, between the Company and The Chase
                                           Manhattan Bank (National Association), Trustee (incorporated by reference to

                                           Exhibit 4.4 to the Company's Report on Form 8 amending the Company's
                                           Quarterly Report on Form 10-Q for the quarterly period ended March 31,
                                           1992).

                                           Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not
                                           filing certain documents.  The Company agrees to furnish a copy of each such
                                           document upon the request of the Commission.


Item 10.         Material         *10.1    The Newell Long-Term Savings and Investment Plan, as amended and
                 Contracts                 restated effective May 1, 1993 (incorporated by reference to Exhibit 10.1 to
                                           the Company's Quarterly Report on Form 10-Q for the quarterly period ended
                                           June 30, 1993 (the "June 1993 Form 10-Q")).

                                  *10.2    The Company's Amended and Restated 1984 Stock Option Plan, as amended
                                           through February 14, 1990 (incorporated by reference to Exhibit 10.2 to the
                                           Company's Annual Report on Form 10-K for the year ended December 31, 1990
                                           (the "1990 Form 10-K")).

                                  *10.3    Newell Co. Deferred Compensation Plan, as amended, effective October 23,
                                           1986 (incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K.


PAGE 80

                                  *10.4    Newell Operating Company's ROA Cash Bonus Plan, effective January 1, 1977,
                                           as amended (incorporated by reference to Exhibit 10.8 to the 1981 Form
                                           S-14).

                                  *10.5    Newell Operating Company's ROI Cash Bonus Plan, effective July 1, 1966, as
                                           amended (incorporated by reference to Exhibit 10.9 to the 1981 Form S-14).

                                  *10.6    Newell Operating Company's Pension Plan for Salaried and Clerical Employees,
                                           as amended and restated, effective January 1, 1989 (incorporated by
                                           reference to Exhibit 10.2 to the June 1993 Form 10-Q).

                                  *10.7    Newell Operating Company's Pension Plan for Factory and Distribution
                                           Hourly-Paid Employees, as amended and restated, effective January 1, 1984
                                           (incorporated by reference to Exhibit 10.10 to the Company's Annual Report
                                           on Form 10-K for the year ended December 31, 1985 (File No. 0-7843) (the
                                           "1985 Form 10-K").

                                  *10.8    Newell Operating Company's Supplemental Retirement Plan for Key Executives,
                                           effective January 1, 1982, as amended (incorporated by reference to
                                           Amendment No. 2 to the Company's Registration Statement on Form S-14, File
                                           No. 2-71121, filed February 2, 1982).

                                  *10.9    Form of Employment Security Agreement with six executive officers
                                           (incorporated by reference to Exhibit 10.10 to the 1990 Form 10-K).

                                  10.10    Form of Placement Agency Agreement relating to private placement to
                                           accredited investors of unsecured notes of the Company (incorporated by
                                           reference to Exhibit 10.20 to the 1993 Form 10-K).

                                  10.11    Amended and Restated Credit Agreement dated as of June 12, 1995 and amended
                                           and restated as of August 5, 1997 among the Company, certain of its affiliates,
                                           The Chase Manhattan Bank (National Association), as Agent, and the banks whose
                                           names appear on the signature pages thereto (incorporated by reference to

                                           Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarterly
                                           period ended June 30, 1997).

                                  10.12    Amended and Restated Trust Agreement, dated as of December 12, 1997 among
                                           Newell Co., as Depositor, The Chase Manhattan Bank, as Property Trustee, 
                                           Chase Manhattan Delaware Trustee and C.R. Davenport, Brett E. Gries
                                           and Ronn L. Claussen, as Administrative Trustees (incorporated by
                                           reference to Exhibit 4.2 to the Company's Registration Statement on Form
                                           S-3, File No. 333-47261, filed March 3, 1998 (the "1998 Form S-3").

                                  10.13    Junior Convertible Subordinated Indenture for the 5.25% Convertible
                                           Subordinated Debentures, dated as of December 12, 1997, among Newell Co. and
                                           The Chase Manhattan Bank, as Indenture Trustee (incorporated by reference to

                                           Exhibit 4.3 to the 1998 Form S-3).

                                  10.14    Registration Rights Agreement, dated December 12, 1997, between Newell
                                           Financial Trust I and Goldman, Sachs & Co., Morgan Stanley & Co.
                                           Incorporated, Robert W. Baird & Co. Incorporated, Bear, Sterns & Co. Inc.
                                           and Merrill Lynch & Co., as Initial Purchasers (incorporated by reference to

                                           Exhibit 10.1 to the 1998 Form S-3).

PAGE 81

                                  10.15    Shareholders' Agreement and Irrevocable Proxy, dated as of June 21, 1985,
                                           among American Tool Companies, Inc., Newell Co., Allen D. Petersen,
                                           Kenneth L. Cheloha, Robert W. Brady, William L. Kiburz, Flemming Andresen
                                           and Ane C. Patterson.                                           

                                  10.16    Newell Co. 1993 Stock Option Plan, effective February 9, 1993, as amended
                                           through November 6, 1997.

Item 11.         Exhibit          11       Statement of Computation of Earnings per Share of Common Stock.


Item 12.         Exhibit          12       Statement of Computation of Earnings to Fixed Charges.

Item 21.         Subsidiaries     21.1     Significant Subsidiaries of the Company.
                 of the
                 Registrant

Item 23.         Consent of       23.1     Consent of Arthur Andersen LLP.
                 experts and
                 counsel

Item 27.         Financial        27       Financial Data Schedule.
                 Data Schedule

Item 99.         Additional       99       Safe Harbor Statement.
                 Exhibits

</TABLE>

* Management contract or compensatory plan or arrangement of the Company.




                                                         EXHIBIT 10.15


                        SHAREHOLDERS' AGREEMENT

                                  AND

                           IRREVOCABLE PROXY



                              dated as of
                             June 21, 1985


                                  by

                                  and

                                 among


                      American Tool Companies, Inc.
                              Newell Co.
                           Allen D. Petersen
                          Kenneth L. Cheloha
                            Robert W. Brady
                           William L. Kiburz
                         Flemming Andresen and
                           Ane C. Patterson



<PAGE>  83




                        SHAREHOLDERS' AGREEMENT
                                  AND
                           IRREVOCABLE PROXY

          Agreement, dated as of June 21, 1985, by and among American
Tool Companies, Inc., a corporation incorporated under the laws of
Delaware (the "Corporation"), Newell Co., a corporation incorporated
under the laws of Delaware ("Newell"), Messrs. Allen D. Petersen
("ADP"), Kenneth L. Cheloha ("Cheloha"), Robert W. Brady ("Brady"),
William L. Kiburz ("Kiburz") and Flemming Andresen ("Andersen"), and
Ane C. Patterson ("Patterson").  Newell, ADP, Cheloha, Brady, Kiburz,
Andersen and Patterson are sometimes hereinafter referred to
individually as a "Shareholder" and collectively as the
"Shareholders".  Shareholders excluding Newell are sometimes
hereinafter referred to individually as a "Management Shareholder" and
collectively as the "Management Shareholders".

                         W I T N E S S E T H:

          WHEREAS, Newell and the Corporation have entered into a
Securities Purchase Agreement dated as of June 21, 1985 (the "Newell
Purchase Agreement"), pursuant to which Newell has purchased, and
 the
Corporation has allotted, issued and sold to Newell, on the terms and
subject to the conditions set forth therein, shares of Class A Common
Stock, par value $.1O per share, of the Corporation ("Class A Common
Stock"), shares of Class B Common Stock, par value $.10 per share, of
the Corporation ("Class B Common Stock") (Class A Common Stock and
Class B Common Stock are sometimes hereinafter referred to together as
"Common Stock"), shares of Convertible Preferred Stock, par value $100
per share, of the Corporation ("Preferred Stock") and warrants to
purchase additional shares of Class A and Class B Common Stock; and

          WHEREAS, Newell has purchased a subordinated note from
Petersen Manufacturing Co., Inc. ("PMC") in the principal amount of
$14,000,000, on the terms and subject to the conditions set forth in
that certain Subordinated Loan Agreement dated as of June 21, 1985
between Newell and PMC (the "Subordinated Loan Agreement"); and

          WHEREAS, the Management Shareholders and the Corporation
have entered into a Stock Purchase Agreement dated as of June 1, 1985
(the "Management Purchase Agreement"), pursuant to which each
Management Shareholder has purchased, and the Corporation has
allotted, issued and sold to each such Management Shareholder, on the
terms and subject to the conditions set forth therein, shares of Class
A and Class B Common Stock; and

          WHEREAS, ADP and Newell have entered into a Put Agreement
and a Call Agreement, each dated as of June 21, 1985 (collectively,
the "Put and Call Agreements"), pursuant to which ADP has the right to



<PAGE>  84


put, and Newell has the right to call, shares of Class B Common Stock
on the terms and conditions set forth therein; and

          WHEREAS, the Corporation and the Shareholders desire to
enter into certain agreements with respect to the management of the
Corporation, the voting and transfer of Common Stock and rights to
acquire such Common Stock now owned or hereafter acquired by each of
the Shareholders and certain other matters;

          NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:

          1.   PRIOR AGREEMENTS.

          All prior agreements and understandings among any of the
parties hereto with respect to the issuance, purchase, sale or voting
of Common Stock or other securities of the Corporation, other than (i)
the Newell Purchase Agreement, (ii) the Management Purchase Agreement,
(iii) the Put and Call Agreements, (iv) the Subordinated Loan
Agreement and (v) the warrants, dated June 21, 1985, of the
Corporation issued to Newell (the "Warrants"), are hereby superseded
and terminated and shall have no further force or effect.

          2.   OWNERSHIP OF COMMON STOCK, PREFERRED STOCK AND
WARRANTS.  On the date hereof, after taking into account the Common
Stock, Preferred Stock and Warrants purchased by Newell pursuant to
the Newell Purchase Agreement and the Common Stock purchased by the
Management Shareholders pursuant to the Management Purchase Agreement,
each Shareholder represents and warrants that it, he or she owns, free
and clear of any liens, pledges or encumbrances, except for the shares
subject to the Put and Call Agreements, the respective amounts of
Common Stock, Preferred Stock and Warrants or other rights to acquire
Common Stock, whether presently exercisable or exercisable at some
future time (the Preferred Stock, Warrants and other rights to acquire
Common Stock, whether presently exercisable or exercisable at some
future time, are sometimes hereinafter referred to as "Rights"), set
forth opposite such Shareholder's name below:



<PAGE>  85

<TABLE>
<CAPTION>

 
                          Number of         Number of         Number of
                          Shares of Class   Shares of Class   Shares of         Number of
                          A Common Stock    B Common Stock    Preferred Stock   Warrant Units
 Name                     Owned             Owned             Owned             Owned
 ----                     --------------    --------------    -----------       -----------
<S>                       <C>               <C>               <C>               <C>
 Newell                          3,500               -            4,649(2)       3,500 (3)(4)

 ADP                             3,972           34,920 (1)          -                -

 Patterson                         484            3,034              -                -

 Cheloha                           261            1,640              -                -

 Brady                             261            1,640              -                -

 Kiburz                            261            1,640              -                -

 Andersen                          261            1,640              -                -

</TABLE>

(1)  10,014 shares of Class B Common Stock are subject to the Put and
Call Agreements entered into with Newell.

(2)  4,649 shares of Preferred Stock are convertible into 11,940
shares of Class B Common Stock.

(3)  1,000 shares of Class A Common Stock and 6,273 shares of Class B
Common Stock may be purchased at any time prior to June 21, 1990, upon
exercise of the Warrant for 1,000 units.

(4)  Up to 2,500 shares of Class A Common Stock and 15,682 shares of
Class B Common Stock may be purchased, upon exercise of the Warrant
for 2,500 Units, following certain defaults, if any, by PMC under the
Subordinated Loan Agreement.

          3.   TERM OF AGREEMENT.

          (a)  Except as otherwise provided herein, this Agreement
shall commence on the date hereof and shall continue in full force and
effect until the earlier of ten years from the date hereof or the
occurrence of any of the following events, at which time this
Agreement shall automatically terminate:

               (i)  Upon the mutual Consent in writing of all of the
          parties hereto;

               (ii) upon the sale of all of the outstanding Common
          Stock and Rights by all but one of the Shareholders; or

               (iii) Upon the voluntary or involuntary dissolution of
          the Corporation.



<PAGE>  86


          (b)  Except to the extent set forth in Section 6 hereof with
respect to Newell's right to purchase shares of Common Stock in the
event of the IPO (as defined hereinafter), the provisions of Sections
6, 7, 8, 9, 10 and 16 hereof shall be of no further force or effect
immediately upon the issuance by the Corporation of Common Stock in an
underwritten public offering pursuant to one or more effective
registration statements under the U.S. Securities Act of 1933, as
amended (the "Securities Act"); PROVIDED, HOWEVER, that, in all other
respects, the provisions of this Agreement shall remain in full force
and effect.

          (c)  In the event either ADP or Newell, together with any
transferees of either such Shareholder pursuant to Section 7(b)(i) or
7(b)(ii) hereof, shall cease to be the beneficial owner of ten percent
(10%) or more of the then issued and outstanding shares of Class A
Common Stock, such Shareholder (and/or any such transferee) shall
cease to be a party to (or a "Shareholder" as used in) this Agreement
and, subject to Section 3(d) hereof, this Agreement shall no longer be
binding upon or inure to the benefit of such Shareholder (and/or any
such transferee).

          (d)  Nothing contained in this Section 3 shall affect or
impair any rights or obligations arising prior to or at the time of,
or that may arise by an event causing, (i) the termination of this
Agreement pursuant to Section 3(a) hereof, (ii) the termination of the
specified provisions of this Agreement pursuant to Section 3(b) hereof
or (iii) the termination of the application of this Agreement to any
party resulting from the operation of Section 3(c) hereof.

          4.   IRREVOCABLE PROXY.

          Each of Patterson, Cheloha, Brady, Kiburz and Andersen
hereby grants to, and is deemed to have executed in favor of, ADP an
irrevocable proxy to vote all of the shares of Class A Common Stock
owned by the grantor of the proxy, at all meetings of the stockholders
of the Corporation or to give written consents in lieu of voting such
shares, on all matters submitted to stockholders for vote, including
but not limited to the election of directors of the Corporation as
provided in Section 5 hereof.  The proxy granted to ADP with respect
to any shares of Common Stock shall terminate and be of no further
force and effect with respect to such shares which are sold by the
grantor of the proxy in accordance with the provisions of Section
7(b)(iii) or 8 hereof, or in the event ADP shall cease to be a party
to this Agreement in accordance with Section 3(c) hereof or upon ADP's
death.

          5.   VOTING AGREEMENT; DESIGNATION OF NOMINEES.

          (a)  Subject to the application to certain Shareholders of
the provisions of Section 4 hereof, each Shareholder agrees that from
and after the date hereof, such Shareholder will vote (or cause to be



<PAGE>  87


voted) all Common Stock beneficially owned by such Shareholder so as
to elect as the entire Board of Directors of the Corporation (the
"Board"), and thereafter for the TERM OF THIS AGREEMENT to continue in
office, (i) four persons designated by ADP and (ii) three persons
designated by Newell, which designation will be made by each of ADP
and Newell by written notice to the other after prior consultation
with the other; PROVIDED, HOWEVER, in the event that ADP or Newell
shall cease to be a party to this Agreement in accordance with Section
3(c) hereof, no remaining party to this Agreement shall be under any
obligation to vote its, his or her Common Stock to elect to the Board
or continue in office such former party or its designees.

          (b)  Each of ADP and Newell may at any time Cause any of the
persons designated by him or it to serve as a member of the Board to
be removed as a member of the Board with or without cause and, upon
the written request of either ADP or Newell, each other Shareholder
agrees to vote, subject to Section 4 hereof, all of its, his or her
Common Stock, as and to the extent provided in Section 5(a) hereof, to
effect such removal.  In the event that there is a vacancy in the
Board caused by the death, resignation or removal of a person
designated by ADP or Newell to serve as a member of the Board, each
other Shareholder agrees to vote, subject to Section 4 hereof, all of
its, his or her Common Stock, as and to the extent provided in Section
5(a) hereof, to elect to the Board, and thereafter to continue in
office, such substitute director as ADP or Newell, as the case may be,
designates after consultation with the Corporation.

          (c)  Subject to Section 4 hereof, each Shareholder agrees,
upon the request of ADP or Newell (and for so long as ADP or Newell is
a party hereto), to grant to ADP and Newell a proxy to vote, or to
give a written consent with respect to, all of the Common Stock
beneficially owned by the grantor of the proxy for the election to the
Board or the removal from the Board of the person or persons
designated by ADP and Newell pursuant to Section 5(a) or 5(b) hereof.

          6.   MAINTENANCE OF INTEREST OF NEWELL.  The Corporation
hereby grants to Newell, as long as it owns any shares of Class A
Common Stock, the right to maintain its equity and voting interest in
the Corporation as follows:

          (a)  Except with respect to the issuance of Common Stock
(and/or options with respect thereto) to employees of the Corporation
and/or its subsidiaries pursuant to a stock purchase plan, stock
option plan, stock bonus plan or other similar arrangement or
combination thereof approved by the Board pursuant to which a number
of shares aggregating not more than five percent (5%) of the
outstanding shares of Class A Common Stock and a number of shares
aggregating not more than five percent (5%) of the outstanding shares
of Class B Common Stock, on the date hereof may be issued, the
Corporation shall, within thirty (30) days following any issuance
(whether or not for consideration) or sale by the Corporation of any



<PAGE>  88


Common Stock, notify Newell thereof in writing, which notice shall
specify the kind and amount of Common Stock that the Corporation has
issued or sold and contain a detailed description of the terms of such
issuance or sale (including the issuance or sale price, if any), and
shall offer to Newell, to the extent that no adjustment is made in the
Warrant Purchase Price under the Warrants, the opportunity to acquire,
at the "per share or equivalent price" described below, such number of
shares of such Common Stock as shall allow Newell, immediately
following the issuance or sale of all such Common Stock, to be the
owner, in the aggregate, of its Proportionate Equity Interest (as
hereinafter defined); PROVIDED, HOWEVER, that with respect to the
issuance and sale by the Corporation of Common Stock in an
underwritten initial public offering pursuant to an effective
registration statement under the Securities Act (the "IPO"), the
Corporation shall, not less than thirty (30) days prior to the filing
of the registration statement in respect thereof, notify Newell in
writing of the Corporation's intent to file such registration
statement, which notice shall contain the proposed terms of the IPO,
and Newell shall have a period of fifteen (15) days following the
Corporation's notice within which to notify the Corporation, by
written notice, of its irrevocable election to exercise its right to
acquire, in the event of such IPO, shares of Common Stock pursuant to
this Section 6(a).  Following the receipt by the Corporation of such
notice, the Corporation shall have the right, in its sole discretion,
not to proceed with the IPO.  For the purposes hereof, "Proportionate
Equity Interest" with respect to Newell shall mean the respective
percentages of issued and outstanding shares of Class A and Class B
Common Stock owned by Newell immediately prior to each such issuance
or sale.  For the purpose of computing the Proportionate Equity
Interest of Newell the following shall be assumed:  (1) the complete
conversion of all Rights that consist of securities convertible into
Common Stock; and (2) the exercise and/or purchase of all Common Stock
purchasable pursuant to all other Rights (excluding those purchasable
upon exercise of the Warrants following certain defaults, if any, by
PMC under the Subordinated Loan Agreement).  The "per share or
equivalent price", if any, payable by Newell and all other terms and
conditions of the offer to Newell, shall be identical to that paid and
agreed to by the other parties in connection with such issuance or
sale; PROVIDED, HOWEVER, that if the purchase price was paid by other
parties in kind or is for any other reason of a type of consideration
which Newell cannot readily deliver, Newell shall nevertheless be
entitled to pay the purchase price in cash, such price to be an amount
equal to the monetary equivalent value to the Corporation of such
consideration in kind or other consideration which Newell cannot
readily deliver, as determined in good faith by the Board.

          (b)  Except as otherwise provided for in Section 6(a) in
respect of the issuance and sale by the Corporation of Common Stock in
the IPO, Newell shall have a period of thirty (30) days following the
Corporation's notice pursuant to Section 6(a) hereof within Which it
may elect, by written notice thereof, to purchase the Common Stock



<PAGE>  89


offered to it pursuant to Section 6(a) hereof.  Newell's election to
purchase the Common Stock offered pursuant to Section 6(a) hereof may
be for all and not part of the Common Stock so offered.  The closing
of the purchase by Newell of the Common Stock offered pursuant to
Section 6(a) hereof shall occur at the offices of the Corporation in
DeWitt, Nebraska, at such time as may be specified in the written
notice of election of Newell, which shall be no less than five (5) nor
more than thirty (30) days after the date of such notice of election
to purchase, except with respect to the purchase by Newell of Common
Stock following the issuance and sale of Common Stock pursuant to the
IPO, the closing shall occur not more than twenty (20) days after the
effective date of the registration statement filed in connection
therewith.

          (c)  Any and all Common Stock to be issued by the
Corporation to Newell pursuant to this Section 6 shall be duly
authorized and validly issued as fully paid and non-assessable.

          7.   RESTRICTIONS ON SALE OR OTHER DISPOSITION OF SHARES BY
SHAREHOLDERS.

          (a)  Subject to Section 3(b) hereof and except as provided
in Sections 8, 9 and 10 hereof and/or as otherwise permitted by this
Section 7 and except for any sales pursuant to the Put and Call
Agreements, during the period of time commencing on the date hereof
and continuing until the termination of this Agreement, no
Shareholder, either directly or indirectly, shall sell, assign,
mortgage, hypothecate, transfer, pledge, create a security interest in
or lien upon, encumber, give, place in trust, or otherwise voluntarily
or involuntarily dispose of any Common Stock or Rights now owned or
hereafter acquired by such Shareholder.

          (b)  Notwithstanding anything to the contrary contained in
Section 7(a) hereof, each Shareholder shall have the right to transfer
his, her or its Common Stock or Rights as follows:

               (i)  Each Management Shareholder shall have the right
          to transfer any or all of the Common Stock and Rights, if
          any, owned by him or her for no consideration or at a price
          to be determined in the sole discretion of such Shareholder,
          provided that (a) the transfer is to (I) his or her spouse,
          his or her issue, and/or a trust or trusts for the benefit
          of his or her spouse and/or issue, or (II) any other
          Management Shareholder, and (b) whether the transfer is made
          during his or her lifetime or by testamentary bequest in the
          event of his or her death, each transferee agrees in
          writing, at the time of the transfer, to be bound by all of
          the provisions of this Agreement which would be applicable
          to the transferring Shareholder if he or she continued to
          own the Common Stock or Rights so transferred.



<PAGE>  90


               (ii) Newell may at any time hereafter transfer any or
          all of its Common Stock or Rights to any direct or indirect
          wholly-owned subsidiary of Newell upon such terms as may be
          agreed upon by Newell and its transferee; PROVIDED, HOWEVER,
          that any such transferee shall acquire the Common Stock or
          Rights so transferred subject to all the terms and
          conditions of this Agreement; and FURTHER PROVIDED that if
          at any time such transferee subsidiary shall cease to be a
          direct or indirect wholly-owned subsidiary of Newell, all
          such Common Stock and Rights, if any, so transferred shall
          revert immediately to Newell.

               (iii)     Each Shareholder shall have the right, to
          sell his, her or its Common Stock or Rights free and clear
          of the terms, provisions and restrictions of this Agreement
          in a bona fide public offering of securities pursuant to a
          registration statement under the Securities Act.

In the event of any transfer in accordance with the provisions of this
Section 7(b), prompt written notice of the transfer shall be delivered
by the transferring Shareholder to the Corporation and each of the
other Shareholders, and, in the case of any transfer pursuant to
Section 7(b)(i) or (ii) hereof, references herein to "Shareholder" or
"Shareholders" shall include each such permitted transferee.

          8.   SALE BY NEWELL OR ADP.

          (a)  If at any time Newell proposes to sell all or any
portion of its Common Stock and Rights to a bona fide purchaser or
purchasers, Newell shall provide each Management Shareholder with not
less than thirty (30) days' prior written notice of such proposed
sale, which notice shall include all of the terms and conditions of
such proposed sale, and each Management Shareholder shall have the
option, exercisable by written notice to Newell within thirty (30)
days after the receipt of Newell's notice to such Shareholder, to
elect to require Newell to arrange for such bona fide purchaser or
purchasers to purchase all or the same proportionate part of such
Management Shareholder's Common Stock at the same time and upon the
same terms and conditions at which Newell sells its Common Stock and
Rights.  For purposes of this Agreement, the proportionate part shall
be based on the assumption that Newell's ownership of Common Stock
includes shares of Common Stock exercisable upon exercise of Rights.
As to any Management Shareholder who shall so elect, Newell shall
either (i) arrange for the proposed purchaser or purchasers to
purchase all or the same proportional part of such Management
Shareholder's Common Stock at the same time and upon the same terms
and conditions at which Newell sells its Common Stock and Rights, or
(ii) not effect the proposed sale to such purchaser or purchasers.

          (b)  If at any time ADP proposes to sell all or any portion
of his Common Stock to a bona fide purchaser or purchasers, ADP shall



<PAGE>  91


provide Newell and each of the other Management Shareholders (each of
Newell and such other Management Shareholders are sometimes
individually referred to in this Section 8(b) as an "Offeree" and
collectively as the "Offerees") with not less than thirty (30) days'
prior written notice of such proposed sale or exchange, which notice
shall include all the material terms and conditions of such proposed
sale or exchange and shall identify the purchaser or purchasers.  Each
Offeree shall have the option, exercisable by written notice to ADP
within thirty (30) days after the receipt of ADP's notice by such
Offeree, to require ADP to arrange for such bona fide purchaser or
purchasers to purchase all or the same proportionate part of such
Offeree's Common Stock at the same time and upon the same terms and
conditions at which ADP sells his Common Stock.   If any Offeree shall
so elect, ADP shall either (i) arrange for the proposed purchaser or
purchasers to purchase all or the same proportionate part of such
Offeree's Common Stock at the same time as and upon the same terms and
conditions at which ADP sells his Common Stock, or (ii) not effect the
proposed sale to such purchaser or purchasers.

          (c)  In the event that any of the foregoing requires the
purchase price of Common Stock to be derived from a sale of Rights,
the price per share of Common Stock shall be $550 plus 1/1,000 of the
consideration for the sale of the Rights and if the sale price of the
Rights are to be determined from purchase of Common Stock, it shall be
the sale price per share of the Common Stock less $550, which sum
shall be multiplied by 1,000.

          9.   DEATH OR DISABILITY OF A MANAGEMENT SHAREHOLDER.

          (a)  In the event of the death or disability (as hereinafter
defined) of any of Cheloha, Brady, Kiburz or Andersen, or in the event
of the death of Patterson, his or her executor, administrator or
committee, as the case may be, shall, on the tenth (10th) day after
appointment of such executor, administrator, or committee by a court
of competent jurisdiction, be deemed to have offered for sale to ADP
all of the Common Stock owned by such deceased or disabled Shareholder
at the date of death or disability, at the price and upon the terms
and conditions hereinafter set forth in Sections 11 and 12 hereof, and
ADP shall have a period of thirty (30) days after the date of such
appointment in which to accept such offer, which acceptance may be for
all or part of the Common Stock so offered.  If ADP elects to accept
all or part of the Common Stock so offered, he shall so signify within
such thirty (30) day period by written notice thereof to the personal
representative of such deceased or disabled Shareholder, the other
Management Shareholders and the Corporation.

          As used herein, disability shall mean a physical or mental
illness or incapacity which prevents the disabled individual from
performing his customary business duties for a continuous period of
twelve (12) months.



<PAGE>  92


          (b)  If ADP, for any reason, fails to accept all o the
Common Stock offered pursuant to Section 9(a) above within such thirty
(30) day period, then a succeeding offer of the Common Stock not
accepted by ADP shall be deemed to have been made, immediately upon
the expiration of such thirty (30) day period, upon the terms and
conditions hereinafter set forth in Sections 11 and 12 hereof, to the
other Management Shareholders, provided that such Management
Shareholders are then owners of shares of Common Stock, in proportion
to each such other Management Shareholder's respective ownership of
Common Stock, or in such proportions as they shall otherwise agree,
and each such Management Shareholder shall have a further period of
twenty (20) days within which to accept such offer, which acceptance
may be for all or part of the Common Stock so offered.  Any such
Management Shareholder electing to accept all or part of the Common
Stock so offered shall so signify by written notice to the personal
representative of the deceased or disabled Shareholder and the Corpo-
ration.

          (c)  In the event that one or more of such other Management
Shareholders fails or declines to accept the offer to purchase all of
the Common Stock offered pursuant to Section 9(b) above, then a
succeeding offer of such unaccepted shares of Common Stock shall,
immediately upon the expiration of the twenty (20) day period provided
for in Section 9(b) above, be deemed to have been made to the Corpo-
ration upon the terms and conditions hereinafter set forth in Sections
11 and 12 hereof, and the Corporation shall immediately be deemed to
have accepted all such shares of Common Stock so offered.  The
Corporation shall have the right, at its sole discretion to assign to
any of its wholly-owned subsidiaries its rights and obligations under
this Section 9 and the performance by any such subsidiary shall
constitute performance by the Corporation for purposes of this Section
9.

          (d)  Notwithstanding anything to the contrary contained in
this Section 9, ADP, the other Management Shareholders and the
Corporation may, either during the thirty (30) day period referred to
in Section 9(a) above or the twenty (20) day period referred to in
Section 9(b) above, agree each to purchase shares from the deceased or
disabled Shareholder, in such proportions as they may agree, so long
as all of the Common Stock offered for sale are purchased by them, and
so long as they shall so signify within such thirty (30) or twenty
(20) day period by a joint notice to the representative of such
deceased or disabled Shareholder.

          (e)  No written notice of offer need be mailed by the
personal representative of such deceased or disabled Shareholder
except that written notice of the issuance of letters testamentary or
letters of administration shall be given to ADP, the other Management
Shareholders and the Corporation by the personal representative of
such deceased or disabled Shareholder.



<PAGE>  93


          (f)  In the event that at any time the Corporation's surplus
is insufficient to enable the Corporation, as a purchaser hereunder,
to purchase shares which it elects or agrees to purchase, the
Shareholders (for themselves and their respective heirs, successors,
personal representatives and assigns) agree that they shall forthwith
take appropriate steps to effect a sufficient reduction of the stated
capital of the Corporation to enable such purchase to be made Solely
for the purpose of effecting such reduction in stated capital, the
Shareholders grant to, and are hereby deemed to have executed in favor
of each other (and their respective heirs, successors, personal
representatives and assigns):

               (a)  An irrevocable proxy to vote all of the shares of
          the Corporation owned by the grantor of the proxy in favor
          of a reduction in stated capital at a meeting of the
          Shareholders of the Corporation held to vote upon and
          authorize such reduction in stated capital; and

               (b)  An irrevocable power of attorney to sign and file
          any and all papers required to be signed and filed by the
          grantor of the power of attorney in order to effect the
          requisite reduction in stated capital.

          10.  TERMINATION OF EMPLOYMENT.

          (a)  In the event the employment of any of Cheloha, Brady,
Kiburz or Andersen with the Corporation and all of its subsidiaries
(direct or indirect) is terminated without Cause (as hereinafter
defined), or if any of Cheloha, Brady, Kiburz or Andersen shall
voluntarily terminate his employment with the Corporation and all of
its subsidiaries at any time following the fifth anniversary of the
date hereof, such Shareholder shall be deemed immediately to have
offered, in accordance with the provisions of Sections 9, 11 and 12
hereof, all of the Common Stock owned by such Shareholder at the time
of such termination for sale to ADP, the other Management Shareholders
and the Corporation.

          (b)  In the event any of Cheloha, Brady, Kiburz or Andersen
shall voluntarily terminate his employment with the Corporation and
all of its subsidiaries prior to the fifth anniversary of the date
hereof, or the Corporation shall cause or direct PMC to terminate such
Shareholder's employment for Cause, such Shareholder shall be deemed
immediately to have offered in accordance with the provisions of
Sections 9, 11 and 12 hereof, all of the Common Stock owned by him at
the time of such termination for sale to ADP, the other Management
Shareholders and the Corporation.

          (c)  For purposes of this Section 10, any of the following
acts shall constitute termination of employment for Cause:



<PAGE>  94


               (i)  the commitment of any material breach of any of
               the provision or covenants of such Shareholder's
               employment agreement;

               (ii)  any act of gross negligence in the performance of
               such Shareholder's duties or obligations as an employed
               of the Corporation or any of its direct or indirect
               subsidiaries; or

               (iii)  any material act of misfeasance, malfeasance,
               disloyalty, dishonesty or breach of trust against the
               Corporation or any of its direct or indirect
               subsidiaries.

          11.  PURCHASE PRICE.

          (a)  The purchase price of any Common Stock owned by a
Shareholder and offered for sale or sold pursuant to the provisions of
Section 9 or 10(a) of this Agreement shall be the greater of (i) an
amount equal to the amount such Shareholder would have received on the
date of such offer and sale, had he invested the subscription price of
such Common Stock on the Closing Date in an investment which yielded
10% per annum, compounded annually, but which investment and yield
remained unpaid until the date of such offer, or (ii) the fair market
value thereof and, if such Common Stock is not publicly traded, fair
market value for purposes hereof shall be deemed the "Book Value" (as
hereinafter defined) of such Common Stock as at the end of the last
preceding fiscal year.

          (b)  The purchase price of any Common Stock owned by a
Shareholder and offered for sale or sold pursuant to the provisions of
Section 10(b) of this Agreement shall be, if prior to the fifth
anniversary of the date hereof, the greater of (i) 70% of the
subscription price of such Common Stock as provided in the Management
Purchase Agreement or (ii) the "Book Value" (as hereinafter defined)
of such Common Stock, provided that in no event shall such purchase
price exceed the subscription price thereof provided in the Management
Purchase Agreement, and thereafter, the lesser of such subscription
price or "Book Value".

          (c)  For purposes of this Agreement, "Book Value" shall be
the common shareholders' equity per share as of the relevant date, as
determined by the certified public accountants regularly engaged by
the Corporation, in accordance with generally accepted accounting
principles and the regular methods and practices used by the
Corporation in keeping its books, applied on a consistent basis.

          (d)  The determination of Book Value by the regular
certified public accountants for the Corporation shall be final,
conclusive and binding upon all of the parties hereto, including the



<PAGE>  95


successors, assigns, heirs, and personal representatives of the
Shareholders.

          12.  PROCEDURE ON TRANSFER AND PAYMENT OF PURCHASE PRICE.

          (a)  The closing date for the sale of any Common Stock sold
pursuant to the provisions of Section 9 or 10 of this Agreement shall
be not later than ninety (90) days after an offer is accepted or
deemed accepted pursuant to Section 9 or 10 of this Agreement, or if
such ninetieth (90th) day shall be a Saturday, Sunday or legal
holiday, then the next business day thereafter.  The closing shall
take place at the then offices of the Corporation, or at such other
place as may be agreed upon in writing by all interested parties.

          (b)  Payment in full of the purchase price for any Common
Stock sold pursuant to the provisions of Section 9 or 10 of this
Agreement shall be made in cash or by certified check delivered at the
closing and such payment shall be made against delivery of
certificates representing such Common Stock, endorsed in blank or
accompanied by appropriate stock powers endorsed in blank, with
signatures guaranteed, and further accompanied by any requisite stock
transfer tax stamps and in the case of purchase from a legal
representative, the certificates representing such Common Stock shall
also be accompanied by a certificate of the appointment of the
representative, a certified copy of the Will, if any, and an affidavit
to the effect that all legacies, debts, claims and taxes have been
paid or are amply provided for, and other applicable state tax waivers
and releases of tax liens.

          (c)  If for any reason any Common Stock being purchased is
not transferred and delivered as herein provided, the Corporation or
its then-President, Vice-President or Secretary, is hereby authorized
and empowered to make, execute and deliver any and all assignments,
transfers and powers of attorney, in writing, necessary or required
for the transfer of such Common Stock on the books of the Corporation
and to cause such Common Stock to be transferred and the certificates
therefor issued to be cancelled and new certificates issued to the
purchaser or purchasers thereof, as the case may be, and thereafter
the retiring Shareholder's rights or those of his personal
representatives, as the case may be, shall be limited to the right to
receive and collect the purchase price hereunder.  Any Common Stock
delivered or transferred subject to the terms hereof shall thereafter
remain subject to the terms and conditions hereof.

          13.  REGISTRATION RIGHTS.

          (a)  DEMAND REGISTRATION RIGHTS.  If, at any time and from
time to time after the Corporation has effected a bona fide public
offering of Common Stock pursuant to an effective registration
statement under the Securities Act, the Corporation shall receive
written notice from Newell, which notice states that Newell desires to



<PAGE>  96


transfer ten percent (10%) or more of the then issued and outstanding
shares of Class A or Class B Common Stock under circumstances that
would result in a public distribution (within the meaning of the
Securities Act) of such Common Stock and require the filing of a
registration statement under the Securities Act, then the Corporation
shall, at the request of Newell, cause to be prepared and filed an
appropriate registration statement under the Securities Act to allow
the sale of such shares as soon as practicable after the receipt of
such notice, and the Corporation will use its best efforts to cause
such registration to become effective; PROVIDED, HOWEVER, that, that
(i) the Corporation shall not have any obligation to effect more than
four registrations of Common Stock for Newell under this Section 9(a)
and (ii) the Corporation shall not have any obligation to cause a
registration statement to be prepared and filed under this Section
13(a) within ninety (90) days after any registration statement filed
pursuant to Section 13(b) hereof has become or been declared
effective.

          (b)  "PIGGYBACK" REGISTRATION RIGHTS.  The Corporation
shall, at least thirty (30) days prior to the filing of a registration
statement under the Securities Act relating to the public offering of
any class of its equity securities, or any security of the Corporation
convertible into or exercisable for any class of its equity
securities, by the Corporation or any of its security holders, give
written notice of such proposed filing and of the proposed date
thereof to the Shareholders, and if, on or before the twentieth (20th)
day following the date on which such notice is given, the Corporation
shall receive a written request from any of such Shareholders
requesting that the Corporation include among the securities covered
by such registration statement or prospectus the Common Stock owned by
such Shareholder for offering for sale in a manner and on terms set
forth in such request, the Corporation shall include such shares in
such registration statement or prospectus, if filed, so as to permit
such shares to be sold or disposed of in the manner and on the terms
of the offering thereof set forth in such request.

          (c)  TERMS AND CONDITIONS OF REGISTRATION OR QUALIFICATION. 
In connection with any registration statement filed pursuant to
Section 13(a) or 13(b) hereof the following provisions shall apply:

               (i)  Each Shareholder shall, if requested by the
          managing underwriter, agree not to sell publicly any shares
          of the Corporation held by such Shareholder (other than the
          shares so registered) for a period of up to 120 days
          following the effective date of the registration statement
          or prospectus relating to such offering.

               (ii) If such registration statement shall be filed
          pursuant to Section 13(b) hereof and if the Corporation's
          managing underwriter advises that the inclusion in such
          registration or qualification of some or all of the shares



<PAGE>  97


          of the Shareholders sought to be registered by such
          Shareholders creates a substantial risk that the proceeds or
          price per share the Corporation will derive from such
          registration or qualification will be reduced or that the
          number of shares to be registered or qualified at the
          instance of the Corporation plus the number of shares sought
          to be registered or qualified by the Shareholders and any
          other security holders of the Corporation is too large a
          number to be reasonably sold, the number of shares sought to
          be registered or qualified for each Shareholder and each
          other security holder of the Corporation shall be reduced,
          pro rata in proportion to the number of shares sought to be
          registered or qualified by all such persons, to the extent
          necessary to reduce the number of shares to be registered or
          qualified to the number recommended by the managing
          underwriter.

               (iii)     The Shareholders will promptly provide the
          Corporation with such information as it shall reasonably
          request in order to prepare such registration statement or
          prospectus.

               (iv)  All expenses in connection with the preparation
          of any registration statement or prospectus filed pursuant
          to Section 13(a) or 13(b), including, without limitation,
          any and all legal and accounting fees (but not including
          fees and disbursements of counsel for, or other experts
          retained by any Shareholder), shall be borne by the
          Corporation, except that each Shareholder shall be required
          to bear that portion of the additional SEC, NASD and Blue
          Sky registration and filing fees attributable solely to the
          inclusion of such Shareholder's shares of Common Stock.

               (v)  Following the filing date of such registration
          statement, the Corporation shall, upon the request of the
          Shareholders, forthwith supply such number of prospectuses
          (including preliminary prospectuses and amendments and
          supplements thereto) meeting the requirements of the
          Securities Act as shall be requested by the Shareholders to
          permit the Shareholders to make a public distribution of
          their shares, provided that the Shareholders furnish the
          Corporation with such appropriate information relating to
          the Shareholders' intentions in connection therewith as the
          Corporation shall reasonably request in writing.

               (vi)  The Corporation shall use its best efforts to
          cause each registration statement filed pursuant to Section
          13(a) or 13(b) hereof to become effective as expeditiously
          as possible and shall prepare and file such amendments and
          supplements to such registration statement and the
          prospectus used in connection therewith as may be necessary



<PAGE>  98


          to keep such registration statement or prospectus effective
          and to comply with the provisions of the Securities Act or
          the securities laws of any state where the registration
          statement or prospectus has been filed with respect to the
          offer and sale or other disposition of the shares covered by
          such registration statement or prospectus during the period
          required for distribution of the shares, which period shall
          not be in excess of nine (9) months from the effective date
          of such registration statement or prospectus.

               (vii)  The Corporation shall select the underwriter or
          underwriters, if any, who are to undertake any offering of
          securities with respect to which the Shareholders may have
          registration rights pursuant to Section 13(b) hereof and the
          underwriter selected by Newell in a registration pursuant to
          Section 13(a) shall be reasonably acceptable to the
          Corporation.

          (d)  INDEMNIFICATION.

               (i)  In the event of the registration or qualification
          of any shares of the Shareholders under the Securities Act
          pursuant to the provisions of this Section 13, the
          Corporation agrees to indemnify and hold harmless each
          Shareholder thereby offering such shares for sale (a
          "seller"), each underwriter, broker or dealer, if any, of
          such shares, and each other person, if any, who controls any
          such seller, underwriter, broker or dealer within the
          meaning of the Securities Act, from and against any and all
          losses, claims, damages or liabilities (or actions in
          respect thereof), joint or several, to which such seller,
          underwriter, broker or dealer or controlling person may
          become subject under the Securities Act or the applicable
          securities laws or otherwise, insofar as such losses,
          claims, damages or liabilities (or actions in respect
          thereof) arise out of or are based upon any untrue statement
          or alleged untrue statement of any material fact contained
          in any registration statement under which such shares were
          registered or qualified under the Securities Act, any
          preliminary prospectus or final prospectus relating to such
          shares, or any amendment or supplement thereto, or arise out
          of or are based upon the omission or alleged omission to
          state therein a material fact required to be stated therein
          or necessary to make the statements therein not misleading,
          or any violation by the Corporation of any rule or
          regulation under the Securities Act applicable to the
          Corporation or relating to any action or inaction required
          by the Corporation in connection with any such registration
          or qualification and will reimburse each such seller,
          underwriter, broker or dealer and each such controlling
          person for any legal or other expenses reasonably incurred



<PAGE>  99


          by such seller, underwriter, broker or dealer or controlling
          person in connection with investigating or defending any
          such loss, claim, damage, liability or action; PROVIDED,
          HOWEVER, that the Corporation will not be liable in any such
          case to the extent that any such loss, claim, damage or
          liability arises out of or is based upon an untrue statement
          or alleged untrue statement or omission or alleged omission
          made in a such registration statement, such preliminary pro-
          spectus, such final prospectus or such amendment or
          supplement thereto in reliance upon and in conformity with
          written information furnished to the Corporation by such
          seller, underwriter, broker, dealer or controlling person
          specifically and expressly for use in the preparation
          thereof.

               (ii) In the event of the registration of any shares of
          the Shareholders under the Securities Act for sale pursuant
          to the provisions hereof, each seller and each other person,
          if any, who controls any such seller, within the meaning of
          the Securities Act, agrees severally, and not jointly, to
          indemnify and hold harmless the Corporation, each person who
          controls the Corporation within the meaning of the
          Securities Act, and each officer and director of the
          Corporation from and against any losses, claims, damages or
          liabilities, joint or several, to which the Corporation,
          such controlling person or any such officer or director may
          become subject under the Securities Act or otherwise,
          insofar as such losses, claims, damages or liabilities (or
          actions in respect thereof) arise out of or are based upon
          any untrue statement or alleged untrue statement of any
          material fact contained in any registration statement under
          which such shares were registered or qualified under the
          Securities Act, any preliminary prospectus or final
          prospectus relating to such shares, or any amendment or sup-
          plement thereto, or arise out of or are based upon the
          omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the
          statements therein not misleading, which untrue statement or
          alleged untrue statement or omission or alleged omission was
          made therein in reliance upon and in conformity with written
          information furnished to the Corporation by such seller or
          controlling person specifically for use in connection with
          the preparation thereof or arise out of or are based upon
          any violation by such seller or controlling person of any
          rule or regulation under the Securities Act or any action or
          inaction required by the Corporation in connection with such
          registration or qualification, and will reimburse the
          Corporation, such controlling person of the Corporation and
          each such officer or director of the Corporation for any
          legal or any other expenses reasonably incurred by them in



<PAGE>  100


          connection with investigating or defending any such loss,
          claim, damage, liability, or action.

               (iii)     Promptly after receipt by a person entitled
          to indemnification under this Section 13(d) (an "indemnified
          party") of notice of the commencement of any action or claim
          relating to any registration statement filed under Section
          13(a) or 13(b) hereof or as to which indemnity may be sought
          hereunder, such indemnified party will, if a claim for
          indemnification hereunder in respect thereof is to be made
          against any other party hereto (an "indemnifying party"),
          give written notice to such indemnifying party of the
          commencement of such action or claim, but the omission so to
          notify the indemnifying party will not relieve it from any
          liability which it may have to any indemnified party
          otherwise than pursuant to the provisions of this Section
          13(d) and shall also not relieve the indemnifying party of
          its obligations under this Section 13(d) except to the
          extent that the omission results in a failure of actual
          timely notice to the indemnifying party or such indemnifying
          party is damaged solely as a result of the failure to give
          timely notice.  In case any such action is brought against
          an indemnified party, and it notifies an indemnifying party
          of the commencement thereof, the indemnifying party will be
          entitled (at its own expense) to participate in and, to the
          extent that it may wish, jointly with any other indemnifying
          party similarly notified, to assume the defense, with
          counsel satisfactory to such indemnified party, of such
          action and/or to settle such action and, after notice from
          the indemnifying party to such indemnified party of its
          election so to assume the defense thereof, the indemnifying
          party will not be liable to such indemnified party for any
          legal or other expenses subsequently incurred by such
          indemnified party in connection with the defense thereof,
          other than the reasonable cost of investigation; PROVIDED,
          HOWEVER, that no indemnifying party and no indemnified party
          shall enter into any settlement agreement which would impose
          any liability on such other party or parties without the
          prior written consent of such other party, or parties,
          unless such other party, or parties, are fully indemnified
          to its or their satisfaction, as the case may be, against
          any such liability.

          14.  ISSUANCE OF ADDITIONAL COMMON STOCK; AFTER ACQUIRED
COMMON STOCK.

          (a)  The Board may, from time to time, authorize the
issuance of additional Common Stock or Rights to the Shareholders or
to other persons for a purchase price to be determined by the Board;
PROVIDED, HOWEVER, that the Corporation, for a period of one (1) year
from the date hereof, shall not issue any additional Common Stock,



<PAGE>  101


except pursuant to a stock purchase plan, stock option plan, stock
bonus plan or other similar arrangement approved by the Board.

          (b)  Except as provided in Section 3(b) hereof, all of the
provisions of this Agreement shall apply to all Common Stock or Rights
now owned or which may be issued or transferred to a Shareholder or to
his transferee in consequence of any additional issuance, purchase,
exchange or reclassification of Common Stock, corporate reorganization
or any other form of recapitalization, or stock split, stock dividend
or which are acquired by a Shareholder in any other manner.

          15.  REPRESENTATIONS OF THE SHAREHOLDERS AND THE
CORPORATION.

          (a)  Each Management Shareholder hereby represents that he
or she has the legal right and capacity to enter into this Agreement
and that he or she fully understands the terms of this Agreement.

          (b)  Each of Newell and the Corporation hereby represents
that it is authorized, and has all requisite power and authority, to
execute and deliver this Agreement and form the obligations created
hereby, and that this Agreement has been duly and validly executed by
it and constitutes its valid and binding obligation enforceable in
accordance with its terms.

          16.  RECORDS AND REPORTS.  The Corporation hereby covenants
and agrees with Newell that the Corporation shall accurately and
fairly maintain its books of account in accordance with generally
accepted accounting principles; employ independent certified public
accountants approved by the Board to make annual audits of its
accounts in accordance with generally accepted auditing standards;
permit Newell and its representatives to have access to and to examine
its properties, books and records (and to copy and make extracts
therefrom) at such reasonable times and intervals as Newell may
request and to discuss its affairs, finances and accounts with its
officers and auditors, all to such reasonable extent and at such
reasonable times and intervals as Newell may request; and furnish to
Newell all of the financial reports described in Section 6.1 of the
Subordinated Loan Agreement. Newell hereby agrees that any information
received by it in its capacity as a Shareholder or through its
representation on the Board, or pursuant to this Section 16, including
information received by it pursuant to the Subordinated Loan
Agreement, shall be maintained in confidence; PROVIDED, HOWEVER, that
such obligation shall not apply to any information which becomes known
to the public through no fault of Newell; and PROVIDED, FURTHER, that
Newell, upon the written consent of the Corporation, which consent
shall not be unreasonably withheld, may reveal such information to
prospective transferees of Common Stock or Rights owned by it.

          17.  LEGEND.  Each certificate representing Common Stock or
Rights owned by the Shareholders or by any persons subject to the



<PAGE>  102


provisions of this Agreement shall (in addition to any other
legend(s)) have stamped, printed or typed thereon the following legend
(or a legend substantially similar thereto):

          "This certificate and the shares (or the rights,
          options or warrants to purchase shares)
          represented hereby are subject to and shall be
          transferable only in accordance with the
          provisions of a certain Shareholders' Agreement,
          dated as of June 21, 1985, among American Tool
          Companies, Inc., Newell Co., Ane C. Patterson and
          Messrs. Petersen, Cheloha, Brady, Kiburz and
          Andresen, a copy of which is on file with the
          Secretary of American Tool Companies, Inc."

          18.  AGREEMENT BY THE CORPORATION.  No transfer of Common
Stock or Rights made in contravention of this Agreement shall be
recognized by the Corporation, and the Corporation will not at any
time permit any transfer to be made on its books or records of the
certificates representing the Common Stock or Rights of the
Shareholders or any other person subject to the provisions of this
Agreement, unless such transfer is made pursuant to and in accordance
with the terms and conditions of this Agreement.

          19.  SPECIFIC PERFORMANCE.  The Shareholders agree that
inasmuch as the Common Stock is closely held and the market therefor
is limited, irreparable damage would result if this Agreement is not
specifically enforced.  Therefore, each of the parties hereto hereby
consents that the restrictions on the transfer of Common Stock and
Rights and the obligations to offer for sale Common Stock and Rights
contained in Sections 7, 8, 9 and 10 hereof shall be enforceable in a
court of equity by a decree of specific performance, and that
injunctive relief may be granted to any party hereto in connection
therewith.  Such remedies shall be cumulative and not exclusive and
shall be in addition to any other rights or remedies which any party
may have under this Agreement or otherwise.

          20.  COMPLETE AGREEMENT.  Except as otherwise provided in
Section 1 hereof, this Agreement constitutes the complete
understanding among the parties with respect to its subject matter and
no alteration or modification of any of its provisions shall be valid
unless made in writing and signed by all of the parties hereto.

          21.  SECTION HEADINGS.  The section headings contained in
this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.

          22.  SUCCESSORS AND ASSIGNS.  All of the terms of this
Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators, personal representatives, successors



<PAGE>  103


and permitted assigns of the Shareholders and upon the successors and
assigns of the Corporation.

          23.  NOTICES.  All notices, offers, acceptances and other
communications required or permitted hereunder shall be sufficiently
given if (a) in writing and personally delivered or (b) sent by
registered or certified mail, postage paid, return receipt requested,
as follows:

          (a)  If to the Corporation:

               American Tool Companies, Inc.
               P.O. 337
               Dewitt, Nebraska  68541
               Attn:  President

          (b)  If to Newell:
               Newell Co.
               Newell Center
               29 East Stephenson Street
               Freeport, Illinois  61032
               Attn:  Vice President - Finance

          (c)  If to any of the other Shareholders, to the address set
forth below such party's name:

Allen D. Petersen                  Robert W. Brady
American Tool Companies, Inc.      American Tool Companies, Inc.
DeWitt, Nebraska 68341             DeWitt, Nebraska 68341

Kenneth L. Cheloha                 William L. Kiburz
American Tool Companies, Inc.      American Tool Companies, Inc.
DeWitt, Nebraska 68341             DeWitt, Nebraska 68341

Flemming Associates                Ane C. Patterson
Petersen International             150 Haskill Basin Road
  Corporation                      Whitefish, Montana 59937
2333 Waukegan Road
Bannockburn, Illinois 60015

Any party may change the address to which each such notice or
communication shall be sent by giving written notice to the other
parties of such new address in the manner provided herein for giving
notice.

          24.  GOVERNING LAW.  This Agreement shall be governed by,
and construed and enforced in accordance with the laws of Nebraska
without giving effect to the provisions, policies or principles
thereof respecting conflict or choice of laws.



<PAGE>  104


          25.  COMMON STOCK.  As used herein the term "Common Stock"
shall mean and include the shares of Class A and Class B common stock
of the Corporation authorized on the date hereof and shall also
include any shares of any class of the Corporation thereafter
authorized which shall not be limited to a fixed sum or percentage in
respect of the rights of the holders hereof to participate in
dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation.

          26.  COUNTERPARTS.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same agreement.

          27.  FURTHER ASSURANCES.  Each of the Shareholders agrees to
vote its or his Common Stock and to execute and deliver such documents
and instruments as may be necessary or advisable in order to implement
the foregoing provisions of this Agreement.

          28.  SEVERABILITY.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.



<PAGE>  105


          IN WITNESS WHEREOF, the parties have signed this Agreement
as of the date first set forth above.

AMERICAN TOOL COMPANIES, INC.      NEWELL Co.



By: __________________________     By: __________________________
     Name:                              Name:
     Title:                             Title:


                                   ______________________________
                                   ALLEN D. PETERSEN


                                   ______________________________
                                   KENNETH L. CHELOHA


                                   ______________________________
                                   ROBERT W. BRADY


                                   ______________________________
                                   WILLIAM L. KIBURZ


                                   ______________________________
                                   FLEMMING ANDRESEN


                                   ______________________________
                                   ANE C. PATTERSON



                                                         EXHIBIT 10.16

                              NEWELL CO.

                    AMENDED 1993 STOCK OPTION PLAN

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


SECTION 1.     PURPOSE

     The purpose of the 1993 Stock Option Plan of Newell Co. (the
"Plan") is to benefit Newell Co. (the "Company") and its Subsidiaries
(as defined in Section 2) by recognizing the contributions made to the
Company by officers and other key employees (including Directors of
the Company who are also employees) of the Company and its
Subsidiaries, to provide such persons with additional incentive to
devote themselves to the future success of the Company, and to improve
the ability of the Company to attract, retain and motivate
individuals, by providing such persons with a favorable opportunity to
acquire or increase their proprietary interest in the Company over a
period of years through receipt of options to acquire common stock of
the Company.  In addition, the Plan is intended as an additional
incentive to members of the Board of Directors of the Company who are
not employees of the Company ("Non-Employee Directors") to serve on
the Board of Directors of the Company (the "Board") and to devote
themselves to the future success of the Company by providing them with
a favorable opportunity to acquire or increase their proprietary
interest in the Company
 through receipt of options to acquire common
stock of the Company.

     The Company may grant stock options which constitute "incentive
stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or stock
options which do not constitute ISO ("NSOs") (ISOs and NSOs being
hereinafter collectively referred to as "Options").

SECTION 2.     ELIGIBILITY

     Non-Employee Directors shall participate in the Plan only in
accordance with the provisions of Section 5 of the Plan.  The
Committee (as defined in Section 3) shall initially, and from time to
time thereafter, select those officers and other key employees
(including Directors of the Company who are also employees)
(collectively referred to herein as "Key Employees") of the Company or
any other entity of which the Company is the direct or indirect
beneficial owner of not less than fifty percent (50%) of all issued
and outstanding equity interests ("Subsidiaries"), to participate in
the Plan on the basis of the special importance of their services in
the management, development and operations of the Company or its



<PAGE>  107


Subsidiaries (each such Director and Key Employee receiving Options
granted under the Plan is referred to herein as an "Optionee").

SECTION 3.     ADMINISTRATION

     3.1  THE COMMITTEE

          The Plan shall be administered by the Compensation Committee
of the Board (the "Committee").  The Committee shall be comprised of
two (2) or more members of the Board.  All members of the Committee
shall satisfy the "disinterested" administration requirements set
forth in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act"), or any successor rule or
regulation.  If at any time any member of the Committee does not
satisfy such disinterested administration requirements, no Options
shall be granted under this Plan to any person until such time as all
members of the Committee satisfy such requirements.  No person who is
an officer or employee of the Company or any Subsidiary shall be a
member of the Committee.  

     3.2  AUTHORITY OF THE COMMITTEE

          No person, other than members of the Committee, shall have
any authority concerning decisions regarding the Plan.  Subject to the
express provisions of this Plan, including but not limited to Section
5, the Committee shall have sole discretion concerning all matters
relating to the Plan and Options granted hereunder.  The Committee, in
its sole discretion, shall determine the Key Employees of the Company
and its Subsidiaries to whom, and the time or times at which Options
will be granted, the number of shares to be subject to each Option,
the expiration date of each Option, the time or times within which the
Option may be exercised, the cancellation of the Option (with the
consent of the holder thereof) and the other terms and conditions of
the grant of the Option.  The terms and conditions of the Options need
not be the same with respect to each Optionee or with respect to each
Option.

          The Committee may, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan, and may make
determinations and may take such other action in connection with or in
relation to the Plan as it deems necessary or advisable.  Each
determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan and the specific terms and
conditions of the Options granted hereunder by the Committee shall be
final and conclusive for all purposes and upon all persons including,
but without limitation, the Company, its Subsidiaries, the Committee,
the Board, officers and the affected employees of the Company and/or
its Subsidiaries and their respective successors in interest.



<PAGE>  108


          No member of the Committee shall, in the absence of bad
faith, be liable for any act or omission with respect to service on
the Committee.  Service on the Committee shall constitute service as a
Director of the Company so that members of the Committee shall be
entitled to indemnification pursuant to the Company's Restated
Certificate of Incorporation and By-Laws.

SECTION 4.     SHARES OF COMMON STOCK SUBJECT TO PLAN

     4.1  The total number of shares of common stock, par value $1.00
per share, and associated preferred stock purchase rights of the
Company (the "Common Stock"), that may be issued and sold under the
Plan shall initially be 4,000,000.  The total number of shares of
Common Stock that may be available for Options under the Plan shall be
adjusted on January 1 of each calendar year, within the Applicable
Period (as defined below), so that the total number of shares of
Common Stock that may be issued and sold under the Plan as of January
1 of each calendar year within the Applicable Period shall be equal to
five percent (5%) of the outstanding shares of Common Stock of the
Company on such date; provided, however, that no such adjustment shall
reduce the total number of shares of Common Stock that may be issued
and sold under the Plan below 4,000,000.  For purposes of the
preceding sentence, Applicable Period shall be the ten-year period
commencing on January 1, 1993 and ending on December 31, 2002.  The
aforementioned total number of shares of Common Stock shall be
adjusted in accordance with the provisions of Section 4.2 hereof. 
Notwithstanding the foregoing, the total number of shares of Common
Stock that may be subject to ISOs under the Plan shall be 4,000,000
shares of Common Stock, adjusted in accordance with the provisions of
Section 4.2 hereof.  With respect to Options granted to Optionees who
are not subject to Section 16 of the 1934 Act, the number of shares of
Common Stock delivered by any such Optionee or withheld by the Company
on behalf of any such Optionee pursuant to Sections 8.2 or 8.3 of the
Plan shall once again be available for issuance pursuant to subsequent
Options.  Any shares of Common Stock subject to issuance upon exercise
of Options but which are not issued because of a surrender (other than
pursuant to Sections 8.2 or 8.3 of the Plan), forfeiture, expiration,
termination or cancellation of any such Option, to the extent
consistent with applicable law, rules and regulations, shall once
again be available for issuance pursuant to subsequent Options.

     4.2  The number of shares of Common Stock subject to the Plan and
to Options granted under the Plan shall be adjusted as follows:  (a)
in the event that the number of outstanding shares of Common Stock is
changed by any stock dividend, stock split or combination of shares,
the number of shares subject to the Plan and to Options previously
granted thereunder shall be proportionately adjusted, (b) in the event
of any merger, consolidation or reorganization of the Company with any
other corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board of Directors, in its sole
discretion, for each share of Common Stock then subject to the Plan



<PAGE>  109


and for each share of Common Stock then subject to an Option granted
under the Plan, the number and kind of shares of stock, other
securities, cash or other property to which the holders of Common
Stock of the Company are entitled pursuant to the transaction, and (c)
in the event of any other change in the capitalization of the Company,
the Committee, in its sole discretion, shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the
Plan and to each share of Common Stock then subject to an Option
granted under the Plan.  In the event of any such adjustment, the
exercise price per share shall be proportionately adjusted.

SECTION 5.     GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS

     5.1. GRANTS  

          All grants of Options to Non-Employee Directors shall be
automatic and non-discretionary.  Grants of Options to Non-Employee
Directors shall be made under both paragraph (a) and paragraph (b) of
this Section 5.1 as set forth below.

          (a)    Each individual who is a Non-Employee Director
     on the effective date of the Plan who was first elected to
     the Board after May 1, 1992 shall be granted automatically a
     NSO to purchase 5,000 shares of Common Stock on the
     effective date on the Plan.  Each individual who is a Non-
     Employee Director (other than a Non-Employee Director who
     was previously an employee Director) on the effective date
     of the Plan who was first elected to the Board prior to May,
     1992, shall be granted automatically a NSO to purchase 5,000
     shares of Common Stock on the fifth anniversary of the date
     such Director was last granted a NSO under the Company's
     Amended and Restated 1984 Stock Option Plan.  Each
     individual who becomes a Non-Employee Director (other than a
     Non-Employee Director who was previously an employee
     Director) after the effective date of the Plan shall be
     granted automatically a NSO to purchase 5,000 shares of
     Common Stock on the date he or she becomes a Non-Employee
     Director.  Each individual who is a Non-Employee Director on
     the effective date of the Plan and who was previously an
     employee Director shall be granted automatically a NSO to
     purchase 5,000 shares of Common Stock on the fifth
     anniversary of the date the Director was last granted an
     Option.  Each individual who is an employee Director of the
     Company on the effective date of the Plan and who thereafter
     becomes a Non-Employee Director shall be granted
     automatically a NSO to purchase 5,000 shares of Common Stock
     on the fifth anniversary of the date the Director was last
     granted an Option.  Thereafter, each Non-Employee Director
     who holds NSOs granted pursuant to this Section 5.1(a) shall
     be granted automatically an additional NSO to purchase 5,000



<PAGE>  110


     shares of Common Stock on the fifth anniversary of the date
     the Director was last granted an Option.

          (b)  Each individual who is a Non-Employee Director on
     November 6, 1997 shall be granted automatically a NSO to
     purchase 5,000 shares of Common Stock on November 6, 1997. 
     Thereafter, each such Non-Employee Director shall be granted
     an additional NSO to purchase 5,000 shares of Common Stock
     on the fifth anniversary of the date the Director was last
     granted an Option pursuant to this paragraph 5.1(b).  Each
     individual who becomes a Non-Employee Director after
     November 6, 1997 shall be granted automatically a NSO to
     purchase 5,000 shares of Common Stock on the date he or she
     becomes a Non-Employee Director.  Thereafter, each such Non-
     Employee Director shall be granted automatically an
     additional NSO to purchase 5,000 shares of Common Stock on
     the fifth anniversary of the date the Director was last
     granted an Option pursuant to this paragraph 5.1(b).

     5.2  EXERCISE PRICE AND PERIOD

          The per share Option exercise price of each such NSO granted
to a Non-Employee Director shall be the "Fair Market Value," on the
date on which the Option is granted, of the Common Stock subject to
the Option.  "Fair Market Value" shall mean the closing sales price of
the Common Stock on the New York Stock Exchange Composite Tape (as
reported in THE WALL STREET JOURNAL, Midwest Edition).  Each such NSO
shall become exercisable with respect to one-fifth of the total number
of shares of Common Stock subject to the Option on the date twelve
months after the date of its grant and with respect to an additional
one-fifth of the total number of shares of Common Stock subject to the
Option at the end of each twelve-month period thereafter during the
succeeding four years.  Each NSO shall expire on the date ten years
after the date of grant.

SECTION 6.     GRANTS OF OPTIONS TO EMPLOYEES

     6.1  GRANT

          Subject to the terms of the Plan, the Committee may from
time to time grant Options, which may be ISOs or NSOs, to Key
Employees of the Company or any of its Subsidiaries.  Unless otherwise
expressly provided at the time of the grant, Options granted under the
Plan to Key Employees will be ISOs.

     6.2  OPTION AGREEMENT

          Each Option shall be evidenced by a written Option Agreement
specifying the type of Option granted, the Option exercise price, the
terms for payment of the exercise price, the expiration date of the
Option, the number of shares of Common Stock to be subject to each



<PAGE>  111


Option and such other terms and conditions established by the
Committee, in its sole discretion, not inconsistent with the Plan.

     6.3  EXPIRATION

          Except to the extent otherwise provided in or pursuant to
Section 7, each Option shall expire, and all rights to purchase shares
of Common Stock shall expire, on the tenth anniversary of the date on
which the Option was granted.

     6.4  EXERCISE PERIOD

          Except to the extent otherwise provided in or pursuant to
Section 7, or in the proviso to this sentence, Options shall become
exercisable pursuant to the following schedule: with respect to one-
fifth of the total number of shares of Common Stock subject to Option
on the date twelve months after the date of its grant and with respect
to an additional one-fifth of the total number of shares of Common
Stock subject to the Option at the end of each twelve-month period
thereafter during the succeeding four years; provided, however, that
the Committee, in its sole discretion, shall have the authority to
shorten or lengthen the exercise schedule with respect to any or all
Options, or any part thereof, granted to Key Employees under the Plan.

     6.5  REQUIRED TERMS AND CONDITIONS OF ISOS

          Each ISO granted to a Key Employee shall be in such form and
subject to such restrictions and other terms and conditions as the
Committee may determine, in its sole discretion, at the time of grant,
subject to the general provisions of the Plan, the applicable Option
Agreement, and the following specific rules:

          (a)  Except as provided in Section 6.5(d), the per
     share exercise price of each ISO shall be the Fair Market
     Value of the shares of Common Stock on the date such ISO is
     granted.

          (b)  The aggregate Fair Market Value (determined with
     respect to each ISO at the time such Option is granted) of
     the shares of Common Stock with respect to which ISOs are
     exercisable for the first time by an individual during any
     calendar year (under all incentive stock option plans of the
     Company and its parent and subsidiary corporations) shall
     not exceed $100,000.  If the aggregate Fair Market Value
     (determined at the time of grant) of the Common Stock
     subject to an Option, which first becomes exercisable in any
     calendar year exceeds the limitation of this Section 6.5(b),
     so much of the Option that does not exceed the applicable
     dollar limit shall be an ISO and the remainder shall be a
     NSO; but in all other respects, the original Option
     Agreement shall remain in full force and effect.



<PAGE>  112


          (c)  As used in this Section 6, the words "parent" and
     "subsidiary" shall have the meanings given to them in
     Section 425(e) and 425(f) of the Code.

          (d)  Notwithstanding anything herein to the contrary,
     if an ISO is granted to an individual who owns stock
     possessing more than ten percent (10%) of the total combined
     voting power of all classes of stock of the Company or of
     its parent or subsidiary corporations, within the meaning of
     Section 422(b)(6) of the Code, (i) the purchase price of
     each share of Common Stock subject to the ISO shall be not
     less than one hundred ten percent (110%) of the Fair Market
     Value of the Common Stock on the date the ISO is granted,
     and (ii) the ISO shall expire and all rights to purchase
     shares thereunder shall cease no later than the fifth
     anniversary of the date the ISO was granted.

          (e)  No ISOs may be granted under the Plan after
     February 9, 2003.

     6.6  REQUIRED TERMS AND CONDITIONS OF NSOS

          Each NSO granted to Key Employees shall be in such form and
subject to such restrictions and other terms and conditions as the
Committee may determine, in its sole discretion, at the time of grant,
subject to the general provisions of the Plan, the applicable Option
Agreement, and the following specific rule: the per share exercise
price of each NSO shall be the Fair Market Value of the shares of
Common Stock on the date the NSO is granted; provided however, that in
no event may the exercise price be less than the par value of the
shares of Common Stock subject to such NSO.

SECTION 7.     EFFECT OF TERMINATION OF EMPLOYMENT

     7.1  TERMINATION GENERALLY

          Except as provided in Sections 7.2, 7.3 and 11, or by the
Committee, in its sole discretion, any Option held by an Optionee
whose employment with the Company and its Subsidiaries or during
service on the Board is terminated for any reason, shall terminate on
the date of termination of employment or service on the Board.  The
transfer of employment from the Company to a Subsidiary, or from a
Subsidiary to the Company, or from a Subsidiary to another Subsidiary,
shall not constitute a termination of employment for purposes of the
Plan.  Options granted under the Plan shall not be affected by any
change of duties in connection with the employment of the Optionee or
by leave of absence authorized by the Company or a Subsidiary.



<PAGE>  113


     7.2  DEATH AND DISABILITY

          In the event of the death or Disability (as defined below)
of an Optionee during employment with the Company or any of its
Subsidiaries or during service on the Board, all Options held by the
Optionee shall become fully exercisable on such date of death or
Disability.  Each of the Options held by such an Optionee shall expire
on the earlier of (a) the first anniversary of the date of death or
Disability and (b) the date that such Option expires in accordance
with its terms.  For purposes of this Section 7.2, "Disability" shall
mean the inability of an individual to engage in any substantial
gainful activity by reason of any medical determinable physical or
mental impairment which is expected to result in death or which has
lasted or can be expected to last for a continuous period of not less
than twelve (12) months.  The Committee, in its sole discretion, shall
determine the date of any Disability.

     7.3  RETIREMENT OF EMPLOYEES

          (a)  KEY EMPLOYEES (OTHER THAN KEY EMPLOYEES WHO ARE ALSO
 DIRECTORS OF THE COMPANY).  In the event the employment of a Key
Employee with the Company and/or its Subsidiaries (other than a Key
Employee who is also a Director of the Company) shall be terminated by
reason of Employee Retirement, all Options held by the Key Employee
shall become fully exercisable.  Each of the Options held by such a
Key Employee shall expire on the earlier of (i) the first anniversary
of the date of the Employee Retirement and (ii) the date that such
Option expires in accordance with its terms.  For purposes of this
Section 7.3, "Employee Retirement" shall mean retirement of a Key
Employee at age 65.  In the event the employment of a Key Employee
with the Company and/or its Subsidiaries shall be terminated by reason
of a retirement that is not an Employee Retirement as herein defined,
the Committee may, in its sole discretion, determine that the
exercisability and exercise periods set forth in this Section 7.3(a)
shall be applicable to Options held by such Key Employee.  

          (b)  NON-EMPLOYEE DIRECTORS.  In the event the service of a
Non-Employee Director on the Board shall be terminated by reason of
the retirement of such Non-Employee Director of the Company in
accordance with the Company's retirement policy for Directors, any
Option or Options granted to such Non-Employee Director shall continue
to vest and remain exercisable pursuant to Section 5, in the same
manner and to the same extent as if such Director had continued his or
her service on the Board during such period.

          (c)  KEY EMPLOYEES WHO ARE ALSO DIRECTORS.  Section 7.3(b)
shall be applicable to Options held by any Key Employee who is also a
Director in the event the employment of such Key Employee with the
Company and/or its Subsidiaries shall be terminated by reason of
Employee Retirement, so long as the service of such Key Employee on
the Board continues after such Employee Retirement.  Section 7.3(a)



<PAGE>  114


shall be applicable to Options held by any Key Employee who is also a
Director in the event the employment of such Key Employee with the
Company and/or its Subsidiaries shall be terminated by reason of
Employee Retirement, if such Key Employee ceases to be a Director on
the date of such Key Employee's Employee Retirement.

SECTION 8.     EXERCISE OF OPTIONS

     8.1. NOTICE

          A person entitled to exercise an Option may do so by
delivery of a written notice to that effect specifying the number of
shares of Common Stock with respect to which the Option is being
exercised and any other information the Committee may prescribe.  The
notice shall be accompanied by payment as described in Section 8.2. 
The notice of exercise shall be accompanied by the Optionee's copy of
the writing or writings evidencing the grant of the Option.  All
notices or requests provided for herein shall be delivered to the
Secretary of the Company.

     8.2  EXERCISE PRICE

          Except as otherwise provided in the Plan or in any Option
Agreement, the Optionee shall pay the purchase price of the shares of
Common Stock upon exercise of any Option (a) in cash, (b) in cash
received from a broker-dealer to whom the Optionee has submitted an
exercise notice consisting of a fully endorsed Option (however, in the
case of an Optionee subject to Section 16 of the 1934 Act, this
payment option shall only be available to the extent such insider
complies with Regulation T issued by the Federal Reserve Board), (c)
by delivering shares of Common Stock having an aggregate Fair Market
Value on the date of exercise equal to the Option exercise price, (d)
by directing the Company to withhold such number of shares of Common
Stock otherwise issuable upon exercise of such Option having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price, (e) in the case of a Key Employee, by such
other medium of payment as the Committee, in its discretion, shall
authorize at the time of grant, or (f) by any combination of (a), (b),
(c), (d) and (e).  In the case of an election pursuant to (a) or (b)
above, cash shall mean cash or a check issued by a federally insured
bank or savings and loan, and made payable to Newell Co.  In the case
of payment pursuant to (b), (c) or (d) above, the Optionee's election
must be made on or prior to the date of exercise and shall be
irrevocable.  In the case of an Optionee who is subject to Section 16
of the 1934 Act and who elects payment pursuant to (d) above, the
election must be made in writing either (i) within the ten (10)
business days beginning on the third business day following release of
the Company's quarterly or annual summary of earnings and ending on
the twelfth business day following such day, or (ii) at least six (6)
months prior to the date of exercise of such Option.  In lieu of a
separate election governing each exercise of an Option, an Optionee



<PAGE>  115


may file a blanket election with the Committee which shall govern all
future exercises of Options until revoked by the Optionee.  The
Company shall issue, in the name of the Optionee, stock certificates
representing the total number of shares of Common Stock issuable
pursuant to the exercise of any Option as soon as reasonably
practicable after such exercise, provided that any shares of Common
Stock purchased by an Optionee through a broker-dealer pursuant to
clause (b) above shall be delivered to such broker-dealer in
accordance with 12 C.F.R. Section 220.3(e)(4) or other applicable
provision of law.

     8.3  TAXES GENERALLY

          At the time of the exercise of any Option, as a condition of
the exercise of such Option, the Company may require the Optionee to
pay the Company an amount equal to the amount of the tax the Company
or any subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the exercise
of such Option by the Optionee or to comply with applicable law.

     8.4  PAYMENT OF TAXES

          At any time when an Optionee is required to pay an amount
required to be withheld under applicable income tax or other laws in
connection with the exercise of an Option, the Optionee may satisfy
this obligation in whole or in part by (a) directing the Company to
withhold such number of shares of Common Stock otherwise issuable upon
exercise of such Option having an aggregate Fair Market Value on the
date of exercise equal to the amount of tax required to be withheld,
or (b) delivering shares of Common Stock of the Company having an
aggregate Fair Market Value equal to the amount required to be
withheld.  In the case of payment of taxes pursuant to (a) or (b)
above, the Optionee's election must be made on or prior to the date of
exercise and shall be irrevocable.  The Committee may disapprove any
election or delivery or may suspend or terminate the right to make
elections or deliveries.  In the case of an Optionee who is subject to
Section 16 of the 1934 Act, an election to withhold shares of Common
Stock must be made in writing either (a) six months prior to the
exercise date, (b) during a period beginning on the third business day
following the date of release for publication of the Company's
quarterly or annual summary consolidated statements of revenue and
income and ending on the twelfth business day following such date or
(c) more than six months and one day from the later of the date of the
grant of the Option hereunder to such person or the date of the most
recent transaction by such person which is treated as a purchase of
the Common Stock of the Company pursuant to the 1934 Act and the rules
and regulations thereunder, and which is not exempt from Section 16(b)
of the 1934 Act.  In lieu of a separate election governing each
exercise of an Option, an Optionee may file a blanket election with
the Committee which shall govern all future exercises of Options until
revoked by the Optionee.



<PAGE>  116


SECTION 9.     TRANSFERABILITY OF OPTIONS 

     No Option granted pursuant to the Plan shall be transferable
otherwise than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code.

SECTION 10.    RIGHTS AS STOCKHOLDER

     An Optionee or a transferee of an Optionee pursuant to Section 9
shall have no rights as a stockholder with respect to any Common Stock
covered by an Option or receivable upon the exercise of an Option
until the Optionee or transferee shall have become the holder of
record of such Common Stock, and no adjustments shall be made for
dividends in cash or other property or other distributions or rights
in respect to such Common Stock for which the record date is prior to
the date on which the Optionee shall have in fact become the holder of
record of the shares of Common Stock acquired pursuant to the Option.

SECTION 11.    CHANGE IN CONTROL

     11.1 EFFECT OF CHANGE IN CONTROL 

          Notwithstanding any of the provisions of the Plan or any
Option Agreement evidencing Options granted hereunder, upon a Change
in Control of the Company (as defined in Section 11.2) all outstanding
Options shall become fully exercisable and all restrictions thereon
shall terminate in order that Optionees may fully realize the benefits
thereunder.  Further, in addition to the Committee's authority set
forth in Section 3, the Committee, as constituted before such Change
in Control, is authorized, and has sole discretion, as to any Option,
either at the time such Option is granted hereunder or any time
thereafter, to take any one or more of the following actions:  (a)
provide for the purchase of any such Option, upon the Optionee's
request, for an amount of cash equal to the difference between the
exercise price and the then Fair Market Value of the Common Stock
covered thereby had such Option been currently exercisable; (b) make
such adjustment to any such Option then outstanding as the Committee
deems appropriate to reflect such Change in Control; and (c) cause any
such Option then outstanding to be assumed, by the acquiring or
surviving corporation, after such Change in Control.

     11.2 DEFINITION OF CHANGE IN CONTROL

          The term "Change in Control" shall mean the occurrence, at
any time during the specified term of an Option granted under the
Plan, of any of the following events:

          (a)  The occurrence of any "Distribution Date," as such
     term is defined in Section 3 of the Rights Agreement between
     the Company and First Chicago Trust Company of New York



<PAGE>  117


     dated October 20, 1988, as such may be amended from time to
     time; 

          (b)  The Company is merged or consolidated or
     reorganized into or with another corporation or other legal
     person (an "Acquiror") and as a result of such merger,
     consolidation or reorganization less than 50% of the
     outstanding voting securities or other capital interests of
     the surviving, resulting or acquiring corporation or other
     person are owned in the aggregate by the stockholders of the
     Company, directly or indirectly, immediately prior to such
     merger, consolidation or reorganization, other than the
     Acquiror or any corporation or other person controlling,
     controlled by or under common control with the Acquiror;

          (c)  The Company sells all or substantially all of its
     business and/or assets to an Acquiror, of which less than
     50% of the outstanding voting securities or other capital
     interests are owned in the aggregate by the stockholders of
     the Company, directly or indirectly, immediately prior to
     such sale, other than the Acquiror or any corporation or
     other person controlling, controlled by or under common
     control with the Acquiror; or

          (d)  The election to the Board, without the
     recommendation or approval of the incumbent Board, of the
     lesser of (i) three Directors or (ii) Directors constituting
     a majority of the number of Directors of the Company then in
     office.

SECTION 12.  POSTPONEMENT OF EXERCISE

     The Committee may postpone any exercise of an Option for such
time as the Committee in its sole discretion may deem necessary in
order to permit the Company (a) to effect, amend or maintain any
necessary registration of the Plan or the shares of Common Stock
issuable upon the exercise of an Option under the Securities Act of
1933, as amended, or the securities laws of any applicable
jurisdiction, (b) to permit any action to be taken in order to (i)
list such shares of Commons Stock on a stock exchange if shares of
Common Stock are then listed on such exchange or (ii) comply with
restrictions or regulations incident to the maintenance of a public
market for its shares of Common Stock, including any rules or
regulations of any stock exchange on which the shares of Common Stock
are listed, or (c) to determine that such shares of Common Stock and
the Plan are exempt from such registration or that no action of the
kind referred to in (b)(ii) above needs to be taken; and the Company
shall not be obligated by virtue of any terms and conditions of any
Option or any provision of the Plan to recognize the exercise of an
Option or to sell or issue shares of Common Stock in violation of the
Securities Act of 1933 or the law of any government having



<PAGE>  118


jurisdiction thereof.  Any such postponement shall not extend the term
of an Option and neither the Company nor its directors or officers
shall have any obligation or liability to an Optionee, to the
Optionee's successor or to any other person with respect to any shares
of Common Stock as to which the Option shall lapse because of such
postponement.  

SECTION 13.    TERMINATION OR AMENDMENT OF PLAN

     The Board or the Committee may terminate, suspend, or amend the
Plan, in whole or in part, from time to time, without the approval of
the stockholders of the Company to the extent allowed by law;
provided, however, that (a) no Plan amendment shall be effective until
approved by the stockholders of the Company insofar as stockholder
approval thereof is required in order for the Plan to continue to
satisfy the requirements of Rule 16b-3 under the 1934 Act, and (b) the
provisions of the Plan applicable to Non-Employee Directors may not be
amended more than once every six (6) months, except to comply with
changes in the Code and the Employee Retirement Income Security Act,
or the rules and regulations under each.

     The Committee may correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Option granted
hereunder in the manner and to the extent it shall deem desirable, in
its sole discretion, to effectuate the Plan.

     No amendment or termination of the Plan shall in any manner
affect any Option theretofore granted without the consent of the
Optionee, except that the Committee may amend the Plan in a manner
that does affect Options theretofore granted upon a finding by the
Committee that such amendment is in the best interest of holders of
outstanding Options affected thereby.  

     This Plan is intended to comply with all applicable requirements
of Rule 16b-3 or its successors under the 1934 Act, insofar as
participants subject to Section 16 of the 1934 Act are concerned.  To
the extent any provision of the Plan does not so comply, the provision
shall, to the extent permitted by law and deemed advisable by the
Committee, be deemed null and void with respect to such participants.



<PAGE>  119


SECTION 14.    EFFECTIVE DATE

     The Plan has been adopted and authorized by the Board of
Directors for submission to the stockholders of the Company.  If the
Plan is approved by the affirmative vote of a majority of the shares
of the voting stock of the Company entitled to be voted by the holders
of stock represented at a duly held stockholders' meeting, it shall be
deemed to have become effective as of February 9, 1993.  Options may
be granted under the Plan prior, but subject, to approval of the Plan
by stockholders of the Company and, in each such case, the date of
grant shall be determined without reference to the date of approval of
the Plan by the stockholders of the Company.




                                                            EXHIBIT 11


           COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
           -------------------------------------------------

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                             -----------------------

                                                                      1997             1996             1995
                                                                      ----             ----             ----
                                                                       (In thousands, except per share data)
<S>                                                                 <C>              <C>              <C>
Basic earnings per share:
  Net income                                                        $290,402         $256,479         $222,471
  Weighted average shares outstanding                                159,079          158,764          158,212
  Basic earnings per share:                                            $1.83            $1.62            $1.41

Diluted earnings per share:
  Net income                                                        $290,402         $256,479         $222,471
  Minority interest in income of subsidiary trust, net of tax            881                               
                                                                    --------         --------         --------
  Net income, assuming conversion of all
    applicable securities                                           $291,283         $256,479         $222,471

  Weighted average shares outstanding                                159,079          158,764          158,212
  Incremental common shares applicable to common stock
    options based on the average market price during the period          622              423              318
  Average common shares issuable assuming conversion of the
    Company-Obligated Mandatorily Redeemable Convertible
    Preferred Securities of a Subsidiary Trust                           513                               
                                                                    --------         --------         --------
  Weighted average shares outstanding assuming full dilution         160,214          159,187          158,530

  Diluted earnings per share, assuming conversion of all
    applicable securities                                              $1.82            $1.61            $1.40
</TABLE>






                                                            EXHIBIT 12


                     STATEMENT OF COMPUTATION OF 
                  RATIO OF EARNINGS TO FIXED CHARGES
                  ----------------------------------

<TABLE>
<CAPTION>
                                                                For The Year Ended December 31,
                                                                 -------------------------------

                                             1997             1996             1995             1994           1993
                                             ----             ----             ----             ----           ----
                                                                (In thousands, except ratio data)
<S>                                        <C>              <C>              <C>              <C>           <C>
Earnings available to fixed charges:
  Income before income taxes               $480,799         $424,634         $370,785         $329,292      $275,556
Fixed charges -
  Interest expense                           73,621           56,989           49,812           29,970        19,062
  Portion of rent determined
    to be interest (1)                       16,633           14,855           12,634           10,494         8,580
  Minority interest in income
    of subsidiary trust                       1,458 

  Eliminate equity in earnings               (5,831)          (6,364)          (5,993)          (5,661)       (3,811)
                                           --------         --------         --------         --------       --------
                                           $566,680         $490,114         $427,238         $364,095       $299,387
                                           ========         ========         ========         ========       ========
Fixed charges:
  Interest expense                         $ 73,621         $  56,989        $  49,812        $  29,970      $ 19,062
  Portion of rent determined
    to be interest (1)                       16,633            14,855           12,634           10,494         8,580
  Minority interest in income
    of subsidiary trust                       1,458                                                              -
                                           --------         ---------        ---------        ---------      ---------
                                           $ 91,712         $  71,844        $  62,446        $  40,464      $  27,642
                                           ========         =========        =========        =========      =========
Ratio of earnings to 
  fixed charges                                6.18              6.82             6.84             9.00          10.83
                                           ========         =========        =========        =========      =========
</TABLE>


(1)  A standard ratio of 33% was applied to gross rent expense to
approximate the interest portion of short-term and long-term leases.





                                                          EXHIBIT 21.1

                       SIGNIFICANT SUBSIDIARIES
                       ------------------------

<TABLE>
<CAPTION>

NAME                                    JURISDICTION OF ORGANIZATION           OWNERSHIP
- ----                                    ----------------------------           ---------
<S>                                     <C>                                    <C>
Anchor Hocking Corporation              Delaware                               100% of stock owned by Newell Operating
                                                                               Company

Berol Corporation                       Delaware                               100% of stock owned by Newell Co.

Faber-Castell Corporation               New Jersey                             100% of stock owned by Newell Co.

Intercraft Company                      Delaware                               100% of stock owned by Newell Co.

Newell Investments Inc.                 Delaware                               100% of stock owned by Newell Operating
                                                                               Company

Newell Operating Company                Delaware                               77.5% of stock owned by Newell Co.;
                                                                               22.5% of stock owned by Anchor Hocking
                                                                               Corporation

Newell Window Furnishings, Inc.         Delaware                               100% of stock owned by Newell Operating
                                                                               Company

Pen and Pencil, Inc.                    Illinois                               100% of stock owned by Newell Co.

Sanford Investment Company              Delaware                               21.29% of stock owned by Berol
                                                                               Corporation; 35.37% of stock owned by
                                                                               Faber-Castell Corporation; and 43.34%
                                                                               of stock owned by Pen and Pencil, Inc.

Sanford, L.P.                           Illinois (limited partnership)         Newell Operating Company is the general
                                                                               partner and Sanford Investment Company
                                                                               is the limited partner

</TABLE>





                                                          EXHIBIT 23.1

                     [ARTHUR ANDERSEN LETTERHEAD]

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
               -----------------------------------------

As independent public accountants, we hereby consent to the
incorporation of our report dated January 27, 1998 included in Form
10-K, into the Company's previously filed Form S-8 Registration
Statement File Nos. 33-24447, 33-25196, 33-40641, 33-67620, 33-67632,
33-51063, 33-51961, 33-62047 and 333-38621, Form S-3 Registration
Statement File Nos. 33-64225 and 333-47261 and Post-Effective Amendment
No. 1 to Form S-4 on Form S-8 Registration Statement File Nos. 33-49282
and 33-44957.

                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
March 20, 1998




                                                            EXHIBIT 99

                     NEWELL SAFE HARBOR STATEMENT
                     ----------------------------


     Information provided by the Company, including certain of the
matters contained in this  the Company's Annual Report on Form 10-K
(the "1997 Report") and the documents incorporated by reference
therein, may constitute forward-looking statements, as defined by the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). 
Such forward-looking statements may relate to, but are not limited to,
such matters as sales, income, earnings per share, return on equity,
capital expenditures, dividends, capital structure, free cash flow,
debt to capitalization ratios, internal growth rates, future economic
performance, management's plans, goals and objectives for future
operations and growth or the assumptions relating to any of the
forward-looking information.  Such statements generally are
accompanied by words such as "intend," "anticipate," "believe,"
"estimate," "project," "expect," "should" or similar statements.  The
Company cautions that forward-looking statements are not guarantees
since there are inherent difficulties in predicting future results,
and that actual results could differ materially from those expressed
or implied in the forward-looking statements.  Factors
 that could
cause actual results to differ include, but are not necessary limited
to, those discussed below and the matters set forth generally in the
1997 Report and the documents incorporated by reference therein.  This
Exhibit is included pursuant to the Reform Act and with the intention
of obtaining the benefits of the so called "safe harbor" provisions of
the Reform Act.

Retail Economy
- --------------

     The Company's business depends on the strength of the retail
economies in various parts of the world, primarily in the U.S. and to
a lesser extent in Asia (including Australia and New Zealand), Canada,
Europe (including the Middle East and Africa) and Latin America
(including Mexico and Central America), which are affected by such
factors as consumer demand, the condition of the consumer products
retail industry and weather conditions.  In recent years, the consumer
products retail industry has been characterized by intense competition
and consolidation among both product suppliers and retailers.

Nature of the Marketplace
- -------------------------

     The Company competes with numerous other manufacturers and
distributors of consumer products, many of which are large and
well-established.  In addition, the Company's principal customers are
volume purchasers, many of which are much larger than the Company and
have strong bargaining power with suppliers.  The rapid growth of
large mass merchandisers, such as discount stores, warehouse clubs,
home centers and office superstores, together with changes in consumer



<PAGE> 125

shopping patterns, have contributed to a significant consolidation of
the consumer products retail industry and the formulation of dominant
multi-category retailers.  Other trends among retailers are to require
manufacturers to maintain or reduce product prices or deliver products
with shorter lead times, or for the retailer to import generic
products directly from foreign sources.  The combination of these
market influences has created an intensely competitive environment in
which the Company's principal customers continuously evaluate which
product suppliers to use, resulting in pricing pressures and the need
for ongoing improvements in customer service.

Growth by Acquisition
- ---------------------

     The acquisition of companies that sell branded, staple consumer
product lines to volume purchasers is one of the foundations of the
Company's growth strategy.  The Company's ability to continue to make
sufficient strategic acquisitions at reasonable prices and to
integrate the acquired businesses within a reasonable period of time
are important factors in the Company's future earnings growth.

Foreign Operations
- ------------------

     Foreign operations, which include manufacturing in Canada,
Mexico, Colombia, Venezuela and many countries in Europe, and
importing products from the Far East, increasingly are becoming
important to the Company's business.  Foreign operations can be
affected by factors such as currency devaluation and other currency
fluctuations, tariffs, nationalization, exchange controls, limitations
on foreign investment in local businesses and other political,
economic and regulatory risks.