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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GALLI JOSEPH JR

(Last)

(First)

(Middle)

13901 MANTUA MILL ROAD

(Street)

GLYNDON

21071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWELL RUBBERMAID INC [ NWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$23.45	01/10/2005		A		100,000		⁽¹⁾	01/09/2015	Common Stock	100,000	$0⁽²⁾	100,000	D

Explanation of Responses:

1. Options become exercisable, beginning on the first anniversary of the date grant, in annual installments of 20% of the number of options granted.

2. N/A

	/s/ Christine E. Vogt, Attorney-in-Fact for Joseph Galli, Jr.	01/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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                                                               EXHIBIT 24
                                                               ----------

                              POWER OF ATTORNEY
                              -----------------

        Know all by these presents, that the undersigned hereby
   constitutes and appoints each of Dale L. Matschullat, Bradford R.
   Turner and Christine Vogt, signing singly, the undersigned's true and
   lawful attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the
             undersigned's capacity as an officer and/or director of
             Newell Rubbermaid Inc. (the "Company"), Forms ID, 3, 4, and
             5 in accordance with Section 16(a) of the Securities
             Exchange Act of 1934 and the rules thereunder;

        (2)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete
             and execute any such Form ID, 3, 4, or 5, complete and
             execute any amendment or amendments thereto, and timely file
             such form with the United States Securities and Exchange
             Commission and any stock exchange or similar authority; and

        (3)  take any other action of any type whatsoever in connection
             with the foregoing which, in the opinion of such attorney-
             in-fact, may be of benefit to, in the best interest of, or
             legally required by, the undersigned, it being understood
             that the documents executed by such attorney-in-fact on
             behalf of the undersigned pursuant to this Power of Attorney
             shall be in such form and shall contain such terms and
             conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full
   power and authority to do and perform any and every act and thing
   whatsoever requisite, necessary, or proper to be done in the exercise
   of any of the rights and powers herein granted, as fully to all
   intents and purposes as the undersigned might or could do if
   personally present, with full power of substitution or revocation,
   hereby ratifying and confirming all that such attorney-in-fact, or
   such attorney-in-fact's substitute or substitutes, shall lawfully do
   or cause to be done by virtue of this power of attorney and the rights
   and powers herein granted.  The undersigned acknowledges that the
   foregoing attorneys-in-fact, in serving in such capacity at the
   request of the undersigned, are not assuming, nor is the Company
   assuming, any of the undersigned's responsibilities to comply with
   Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect
   until the undersigned is no longer required to file Forms ID, 3, 4,
   and 5 with respect to the undersigned's holdings of and transactions
   in securities issued by the Company, unless earlier revoked by the
   undersigned in a signed writing delivered to the foregoing attorneys-







   in-fact.

        The undersigned hereby revokes any Power of Attorney granted by
   the undersigned prior to the date hereof to agents or employees of the
   Company with respect to the matters set forth in paragraphs (1), (2)
   and (3) above.

        IN WITNESS WHEREOF, the undersigned has caused this Power of
   Attorney to be executed as of this 13th day of May, 2004.





                                 /s/ Joseph Galli, Jr.
                            ------------------------------------



                            Print Name:  Joseph Galli, Jr.
                                        ------------------------