<PAGE>





                     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, 1994                                  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, and      New York Stock Exchange
   associated Preferred Stock Purchase Rights     Chicago Stock Exchange

   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)




                                      1

<PAGE>





          There were 157.9 million shares of the Registrant's common
   stock outstanding as of January 31, 1995.  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 $3,326.5 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 10, 1995, which was
   filed March 17, 1995.






























                                      2

<PAGE>






                                   PART I


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

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

   GENERAL
   -------

        Newell is a manufacturer and full-service marketer of high-volume
   consumer products serving the needs of volume purchasers.  The
   Company's basic strategy is to merchandise a multi-product offering of
   brand-name consumer products, with an emphasis on excellent customer
   service, in order to achieve maximum results for its stockholders. 
   Each group of the Company's products is manufactured and sold by a
   subsidiary or division (each referred to herein as a "division," even
   if separately incorporated).

        The Company manages the activities of its divisions through
   executives at the corporate level, to whom the divisional managers
   report, and controls financial activities through centralized
   accounting, capital expenditure reporting, cash management, order
   processing, billing, credit, accounts receivable and data processing
   operations.  The production and marketing functions of each division,
   however, are conducted with substantial independence.  Each division
   is managed by employees who make day-to-day operating and sales
   decisions and participate in an incentive compensation plan that ties
   a significant part of their compensation to their division's return on
   assets and sales growth. The Company believes that this allocation of
   responsibility and system of incentives fosters an entrepreneurial
   approach to management that has been important to the Company's
   success.

   INDUSTRY SEGMENTS
   -----------------

        Since the beginning of 1993, after the sale of its closures
   business on December 31, 1992, over 90% of the Company's revenues are
   derived from consumer products and, as such, the Company operates in a
   single industry segment.  Prior to 1993, the Company operated in two
   industry segments, Consumer Products and Industrial Products.

        Consumer Products are sold through a variety of retail and
   wholesale distribution channels.  Industrial Products were sold
   directly and through distributors.  Intersegment sales were not
   material.




                                      3

<PAGE>





   PRODUCTS
   --------

        HOUSEWARES

        COOKWARE AND BAKEWARE.  The Company's cookware and bakeware
   business is conducted by the Mirro division, which manufactures
   aluminum cookware, bakeware and kitchen utensils.  Mirro's
   manufacturing operations are highly integrated, rolling its own sheet
   stock from aluminum ingot, and producing phenolic handles and knobs at
   its own plastics molding facility.  Principal facilities are located
   in Manitowoc and Chilton, Wisconsin and Salina, Kansas.

        Mirro products are sold primarily under the brand names of
   MIRRO(r), FOLEY(r) and WEAREVER(r), and the trade names of AIRBAKE(r),
   CUSHIONAIRE(r), CUSHIONAIRE PRO(tm), CONCENTRIC AIRE(r), CHANNELON(r)
   and LIMITED EDITION by WEAREVER(tm) .  Mirro also manufactures canning
   accessories, pressure cookers/canners and various specialized 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 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.

        OTHER.  Anchor Hocking Glass - glass ovenware, tabletop,
   household and foodservice products; Anchor Hocking Plastics - plastic
   microwave cookware and food storage containers; Plastics, Inc. - food
   processing and foodservice items; Goody - personal consumer products
   including hair accessories and beauty organizers; Anchor Specialty
   Glass - glass lamp parts, lighting components, meter covers and
   appliance covers; and Newell Europe - glass cookware and dinnerware
   marketed in Europe, the Middle East and Africa only.

          HOME FURNISHINGS

        DECORATIVE WINDOW COVERINGS.  In 1993, Newell acquired Levolor,
   entering the custom made-to-order non-drapery window coverings market. 
   In 1994, Newell acquired another custom made-to-order business, Home
   Fashions, Inc. and the two businesses were subsequently combined into
   Levolor Home Fashions ("Levolor"). Levolor is a full-line manufacturer
   and marketer of decorative window coverings sold through volume
   purchasers and specialty stores.  There are three major brand names:
   Levolor, DelMar and LouverDrape.
        Levolor products are sold primarily under the trade names of
   OVATION(tm), MONACO(r), MARK I(tm) and RIVIERA(r) (for custom
   products).  Levolor also markets stock horizontal and vertical window
   coverings.  DelMar products are sold primarily under the trade names
   of GRAND CLASSIQUE(r), NOUVELLE(r), LIGHT GARDE(tm), ESPIRIT(tm),

                                      4

<PAGE>





   ENCHANTE(r) and SOFTLIGHT(r).  LouverDrape sells primarily under the
   LouverDrape name including sales direct to fabricators, such as stock
   components, and also under the CAROUSEL(r) and GOLDEN TOUCH(r) trade
   names.
        Levolor's principal facility is in Greensboro, North Carolina. 
   Levolor has a total of 15 manufacturing facilities in the United
   States and two in Canada.

        WINDOW FURNISHINGS.  Newell Window Furnishings ("Window
   Furnishings") manufactures drapery hardware, window shades, and other
   window treatments.  Principal facilities are located in Freeport,
   Illinois and Prescott, Ontario.  Window Furnishings' products are sold
   primarily under the brand name of NEWELL(r) and the trade names of
   VISIONS(r), SPECTRIM(r), MAGIC FIT(r) and DESIGNERS GUILD(tm).  Window
   Furnishings also markets custom "size in store" programs for mini
   blinds and window shades under the SPECTRIM(r) trade name.
        Window Furnishings markets its products directly to mass
   merchants, home centers, hardware distributors, department/specialty
   stores and select contract customers, using a network of regional
   sales managers, customer specific national account managers and
   manufacturers' representatives.

        OTHER.  Lee/Rowan - coated wire storage and organization
   products; Intercraft - ready-made picture frames; and Dorfile and
   System Works - home storage and shelving systems.

          OFFICE PRODUCTS

        MARKERS AND WRITING INSTRUMENTS.   In 1992, Newell acquired
   Sanford, entering the markers and writing instruments market.  In
   1994, Newell acquired another marker and writing instrument company,
   Faber-Castell (whose products are marketed under the Eberhard Faber
   brand name), and the two businesses were subsequently combined.  The
   combined Sanford operation manufactures permanent/waterbase markers,
   rolling ball pens, wood-cased pencils, highlighters, porous tip pens,
   dry erase markers and overhead projector pens.  Sanford manufactures
   its own inks and assembles products in its manufacturing location in
   Bellwood, Illinois, manufactures wood-cased pencils in Lewisburg,
   Tennessee and imports other writing instruments.  Sanford products are
   sold in the mass market and via traditional commercial office products
   channels.  Principal trade names are SHARPIE(r), UNIBALL(r), EBERHARD
   FABER(r), VIS A VIS(r), EXPO(r), MAJOR ACCENT(r), EXPRESSO(r),
   MONGOL(r), ECOWRITER(r), PINK PEARL(r), VELVET(r) and AMERICAN(r). 
   Sanford sells its products directly and through distributors, using
   its direct sales force and making limited use of manufacturers'
   representatives.

        OTHER.  Stuart Hall - school supplies, stationery and office
   supplies; and Newell, Rogers and Keene Office Products - desktop and
   office accessories.


                                      5

<PAGE>





          HARDWARE

        CABINET AND WINDOW HARDWARE.  The Company's Amerock division
   offers a broad line of cabinet and window hardware, which is primarily
   manufactured at its facility in Rockford, Illinois.  These products
   are sold under the AMEROCK(r) and ALLISON(r) brand names, and the
   NATURAL ELEGANCE(tm), TRUE ELEGANCE(tm), EXPRESSIONS(tm), COLORS(tm)
   and RUSTIC FINISHES(tm) trade names and include knobs, pulls, hinges,
   drawer slides, catches, various window hardware components, towel bars
   and tissue holders.  Amerock also produces convenience and storage
   products such as pantry storage systems, lazy susans for corner
   cabinets and wire storage products.
        Amerock markets its products directly and through distributors,
   using its own sales force and a complement of manufacturers'
   representatives.

        OTHER.  EZ Paintr - manual paint applicator products; BernzOmatic
   - propane and propane/oxygen hand torches and accessories; and Bulldog
   - household hardware.

































                                      6

<PAGE>





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

        During 1994, sales to Wal-Mart Stores, Inc. and subsidiaries
   amounted to approximately 15% of consolidated sales; each of the
   Company's other customers, individually, amounted to less than 10%.

        Most of the Company's customers are retailers who rely on a
   single or principal source of each of the consumer products that they
   sell.  Accordingly, the divisions focus their marketing effort not on
   the ultimate consumer, but on the retailer, and compete with other
   suppliers for business.  The Company's strategy is to emphasize
   excellent customer service, innovative merchandising programs and a
   quality multiproduct offering.  The Company's computerized order
   processing system allows it to receive orders from its customers on a
   computer-to-computer basis.  This system, and the ability to fill and
   ship orders promptly, are important competitive factors since they
   reduce a customer's order processing costs and allow the customer to
   minimize the inventory it must carry.  The divisions maintain sales
   and service organizations to be responsive to the needs of their
   customers.

   BACKLOG
   -------

        The dollar value of unshipped factory orders is not material.

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

        The divisions are only moderately affected by seasonal trends. 
   Housewares products typically have higher sales in the second half of
   the year due to retail stocking related to the holiday season, Home
   Furnishings and Hardware 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 and Office Products have higher sales
   in the second and third quarters due to the back-to-school season.  As
   a result of these moderate seasonal trends, the Company's consolidated
   quarterly sales do not fluctuate significantly.













                                      7

<PAGE>





   NET SALES BY PRODUCT CLASS
   --------------------------

        The following table sets forth the amounts and percentages of the
   Company's net sales for the three years ended December 31, 1994
   (including sales of acquired companies only from the time of
   acquisition), for the groups of similar products described previously.

<TABLE>
<CAPTION>
                                      Year Ended December 31,
                                      1994     %     1993     %      1992     %
                                    -------         -------         -------
                                       (In millions, except percentages)
    Housewares:
    <S>                            <C>        <C>  <C>        <C>  <C>        <C>
      Cookware and Bakeware        $  280.9   14%  $  264.7   16%  $  262.8   18%
      Other *                         410.9   20      264.1   16      244.6   17
                                    -------         -------         -------
        Total Housewares              691.8   34      528.8   32      507.4   35
                                    -------         -------         -------
    Home Furnishings:
      Decorative Window Coverings
       and Furnishings                317.8   15      222.7   13       85.0    6
      Other *                         325.0   16      202.8   13       77.3    5
                                    -------         -------         -------
        Total Home Furnishings        642.8   31      425.5   26      162.3   11
                                    -------         -------         -------
    Office Products:
      Markers and Writing
       Instruments                    212.6   10      156.0   10      142.0   10
      Other *                         170.6    8      184.7   11      136.0    9
                                    -------         -------         -------
        Total Office Products         383.2   18      340.7   21      278.0   19
                                    -------         -------         -------
    Hardware:
      Cabinet and Window Hardware     186.3    9      179.4   11      182.7   13
      Other *                         170.8    8      155.9    9      142.8    9
                                    -------         -------         -------
        Total Hardware                357.1   17      335.3   20      325.5   22

    Sold Businesses:
      Industrial - Caps & Closures      -      -        -      -      160.6   12
                 - Counselor            -      -       14.7    1       17.9    1
                                    -------         -------         -------
        Total Sold Businesses           -      -       14.7    1      178.5   13
                                    -------         -------         -------
    Newell Consolidated            $2,074.9  100%  $1,645.0  100%  $1,451.7  100%
                                    =======  ===    =======  ===    =======  ===
</TABLE>

   *  This category is comprised of many different product classes, each
   representing less than 10% of net sales.



                                      8

<PAGE>





   ACQUISITIONS AND DIVESTITURES OF BUSINESSES
   -------------------------------------------

        At the foundation of the Company's growth strategy is
   acquisitions.  Since the late 1960s, acquisitions have been the
   Company's primary vehicle for growth.  Over the years, the Company has
   acquired more than 50 companies, and in the 1990s alone, the Company
   completed ten major acquisitions, representing nearly $1.5 billion in
   additional sales.

        Twenty-five years ago, the Company was a small drapery hardware
   manufacturer with $20 million in sales.  Today, the Company is an
   international consumer goods supplier with annualized sales of over
   $2.5 billion.  This dramatic growth is largely the result of using
   acquisitions as the vehicle to execute a multi-product offering
   strategy supported by internal growth from existing product lines.

        In its acquisition planning, the Company looks for branded,
   staple product lines sold to volume purchasers.  These product lines
   must have the potential to reach the Company's high standard of
   profitability, have a low technology level and a long product life
   cycle.  In addition to adding entirely new product lines, acquisitions
   can be beneficial in rounding out existing businesses by filling gaps
   in the product offering, adding new customers and distribution
   channels and improving operational efficiency through shared
   resources.

        The Company has typically acquired companies with unrealized
   profit potential.  "Newellization" is the profit improvement and
   productivity enhancement process that is implemented to bring newly
   acquired product lines up to the Company's high standards of
   profitability.

        Elements of the Newellization process at newly acquired companies
   include establishing a focused business strategy, improving customer
   service, building partnerships with customers, eliminating corporate
   overhead through centralization of administrative functions, trimming
   excess costs, tightening financial controls, improving manufacturing
   efficiency, pruning nonproductive product lines and reducing
   inventories, increasing trade receivable turnover and improving sales
   mix profitability through the application of program merchandising
   techniques.

        As part of the Newellization process to improve profitability,
   sales can often decline as unprofitable product lines are reduced or
   eliminated.  In the Newell strategy, once a company has been fully
   Newellized and is under good control, it is expected to begin building
   profitable sales and contribute to the Company's internal sales
   growth.



                                      9

<PAGE>





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

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

        Canadian sales of the Company were approximately 6% of the
   Company's total net sales in 1994, 1993 and 1992.  The Company's
   international division coordinates export sales of consumer products
   to all other foreign countries, totaling less than 3% of 1994 total
   net sales.  Other foreign sales were less than 1% of the Company's
   total net sales in all three years.

        All of the Company's products are sold by the Canadian
   subsidiaries;  however, only decorative window coverings and
   furnishings, picture frames and home hardware are manufactured in
   Canada.

        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, Pyroflam and Visions
   brands in Europe, the Middle East and Africa, and Corning's consumer
   distribution network throughout these areas (Pyrex and Visions are
   registered trademarks of 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.

   RAW MATERIAL
   ------------

        The Company expects to have multiple 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 a number of patents and trademarks, none of which
   is considered material to the consolidated operations.

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

        The Company competes with a number of well-established domestic
   and foreign manufacturers that serve the markets for its products. 
   Many of the Company's products also compete against a number of
   substitute products.  Although the available information does not

                                      10

<PAGE>





   permit the Company to form a reliable opinion as to its precise
   competitive position within these markets, the Company believes it has
   a significant share in many of the markets.

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

        The Company is subject to various laws regulating the discharge
   of materials into the environment or otherwise relating to the
   protection of the environment.  Regulation in this area is in the
   process of development, including changes in the standards of
   enforcement of existing laws and enactment of new laws.  Although the
   Company, like other companies engaged in similar businesses, is a
   party to various proceedings relating to environmental matters and
   makes capital expenditures for environmental projects, it does not
   believe that the Company will have material capital expenditures for
   environmental control facilities during the current or succeeding
   fiscal year.

   EMPLOYEES
   ---------

        The Company employs approximately 20,000 persons, of whom
   approximately 5,000 are covered by collective bargaining agreements. 
   In June 1994, there was a one-week strike at the EZ Paintr division,
   affecting 163 employees. There were no strikes during 1993.  In
   October 1992, there was a three-week strike at the Anchor Consumer
   Glass division.  The Company believes that its employee relations are
   good.























                                      11

<PAGE>






   Item 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 owned facilities in Freeport,
   Illinois (occupying 59,000 square feet) and in Rockford, Illinois
   (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.

<TABLE>
<CAPTION>
     Location        City               General Character
     --------        -----------        -----------------

     <S>             <C>                <C>
     Alabama         Phoenix City       Distribution

     Arizona         Bisbee             Distribution

     California      Garden Grove       Manufacturing
                     Los Angeles        Manufacturing
                     Santa Monica       Manufacturing
                     Vista              Manufacturing and Distribution
                     Westminster        Manufacturing, Distribution and Administrative Office

     Canada          Calgary, AB        Manufacturing
                     Mississauga, ON    Manufacturing and Distribution
                     Oakville, ON       Distribution and Administrative Office
                     Pickering, ON      Distribution
                     Prescott, ON       Manufacturing
                     Scarborough, ON    Administrative Office
                     Toronto, ON        Manufacturing, Distribution and Administrative Office
                     Watford, ON        Manufacturing, Distribution and Administrative Office
                     Weston, ON         Administrative Office

     Europe          Avon, France       Administrative Office
                     Bagneaux, France   Manufacturing and Distribution
                     Bath Road,
                     Slough, England    Administrative Office
                     Berhamsted,
                     England            Administrative Office
                     Brussels,
                     Belgium            Distribution
                     Chateauroux,
                     France             Manufacturing



                                      12

<PAGE>





     Location        City               General Character
     --------        -----------        -----------------

                     Deptford,
                     Sunderland
                     England            Distribution
                     Las Rozas,
                     Madrid, Spain      Administrative Office
                     Lisburn Terrace
                     Sunderland,
                     England            Distribution
                     Milan, Italy       Distribution and Administrative Office
                     Muhltal, Germany   Manufacturing
                     Sunderland,
                     England            Manufacturing
                     Zellick, Belgium   Distribution and Administrative Office

     Georgia         Ashburn            Manufacturing and Administrative Office
                     Columbus           Distribution
                     Manchester         Manufacturing and Administrative Office

     Hawaii          Waipahu            Manufacturing

     Illinois        Bedford Park       Manufacturing, Distribution and Administrative Office
                     Bellwood           Manufacturing, Distribution and Administrative Office
                     Freeport           Manufacturing, Distribution and Administrative Office
                     Rockford           Manufacturing, Distribution and Administrative Office
                     South Holland      Manufacturing

     Kansas          Salina             Manufacturing and Distribution

     Minnesota       Coon Rapids        Manufacturing
                     Eagan              Distribution
                     St. Paul           Manufacturing and Administrative Office

     Missouri        Jackson            Manufacturing
                     Kansas City        Manufacturing, Distribution and Administrative Office

     Nebraska        Omaha              Distribution

     New Jersey      Kearny             Manufacturing and Administrative Office
                     Newark             Manufacturing, Distribution and Administrative Office
                     Parsippany         Administrative Office
                     Rockaway           Manufacturing

     New York        Medina             Manufacturing, Distribution and Administrative Office
                     Ogdensburg         Manufacturing

     North Carolina  Greensboro         Administrative Office
                     Statesville        Manufacturing and Distribution


                                      13

<PAGE>





     Location        City               General Character
     --------        -----------        -----------------

     Ohio            Bremen             Manufacturing
                     Lancaster          Manufacturing, Distribution and Administrative Office

     Pennsylvania    Ambridge           Distribution
                     Evans City         Distribution
                     Monaca             Manufacturing and Administrative Office

     Puerto Rico     Carolina           Distribution and Administrative Office

     Tennessee       Johnson City       Manufacturing
                     Lewisburg          Manufacturing, Distribution and Administrative Office
                     Memphis            Distribution and Administrative Office

     Texas           Dallas             Manufacturing
                     Taylor             Manufacturing, Distribution and Administrative Office

     Utah            Ogden              Manufacturing
                     Salt Lake City     Manufacturing

     West Virginia   Weirton            Manufacturing

     Wisconsin       Beloit             Administrative Office
                     Chilton            Manufacturing
                     Madison            Manufacturing, Distribution and Administrative Office
                     Manitowoc          Manufacturing, Distribution and Administrative Office
                     Milwaukee          Distribution
                     St. Francis        Manufacturing, Distribution and Administrative Office
</TABLE>






















                                      14

<PAGE>






   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.

        As previously reported in the Company's Current Report on Form 8-K
   dated June 20, 1994, Plastics, Inc. ("Plastics"), a subsidiary of the
   Company, pled guilty to a single criminal charge of violating the
   Federal antitrust laws based on its understanding that sometime after
   December 1, 1991, former officers of Plastics agreed with certain
   competitors to raise list prices on certain disposable injection-molded
   commercial plasticware, which agreement(s) ended on or before December
   8, 1992.  During 1994, class action antitrust complaints on behalf of
   customers were filed against Plastics and other manufacturers in the
   United States District Court for the Eastern District of Pennsylvania
   (the "Philadelphia cases"), the United States District Court for the
   Middle District of Florida (the "Florida cases"), the Superior Court of
   California, San Francisco County (the "California cases") and the
   Ontario Court of Justice, Toronto, Ontario, Canada seeking civil
   damages.  Plastics has entered into settlement agreements relating to
   the Philadelphia, Florida and California cases which provide for
   aggregate payments of $4 million and which are subject to approval by
   each of the respective courts.  Management believes that resolution of
   these cases will not have a material effect on the Company's
   consolidated financial position or results of operations.













                                      15

<PAGE>




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

        There were no matters submitted to a vote of the Company's
   security holders during the fourth quarter of fiscal year 1994.

   Supplementary Item - Executive Officers of the Registrant

   NAME                     AGE    PRESENT POSITION WITH THE COMPANY
   ----                     ---    -------------------------------------
   William P. Sovey          61    Vice Chairman and
                                   Chief Executive Officer

   Thomas A. Ferguson        47    President and
                                   Chief Operating Officer

   Donald L. Krause          55    Senior Vice President-
                                   Corporate Controller

   William T. Alldredge      55    Vice President-Finance

   Richard C. Dell           49    Group President

   William J. Denton         50    Group President

   William K. Doppstadt      62    Vice President-Personnel Relations

   William P. Sovey has been Vice Chairman and Chief Executive Officer
   since July 1992.  From January 1986 through July 1992, he had been
   President and Chief Operating Officer.

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

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

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

   Richard C. Dell has been Group President since June 1992.  He was
   President of Amerock from November 1989 to June 1992.  At EZ Paintr,
   he was President 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 has been Vice President-Personnel Relations of
   the Company since 1974.


                                      16

<PAGE>






                                   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).  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 as adjusted for the two-for-one stock
   split discussed below.

<TABLE>
<CAPTION>
                             Year Ended December 31
                           1994                   1993
                    -------------------    -------------------
                      High       Low         High       Low
                    ---------  --------    ---------  --------
   <S>              <C>        <C>         <C>        <C>
   Quarters:     
        First       $21 13/16  $19 1/8     $21 1/4    $16 7/16
        Second       23 1/4     19          19 7/8     16 7/16
        Third        23 7/8     21 7/8      18 1/2     15 9/16
        Fourth       22 3/8     20 1/2      21         17 1/2
</TABLE>

        On December 31, 1994 there were 10,290 record holders of the
   Company's common stock.

        The Company has paid regular cash dividends on its common stock
   since 1947.  On May 13, 1993, the quarterly cash dividend was
   increased to $0.09 per share from the $0.08 per share that had been
   paid since February 15, 1991.  The quarterly cash dividend was again
   increased to $0.10 per share on May 12, 1994.

        In August 1994, the Company's Board of Directors declared a two-
   for-one common stock split in the form of a 100% stock distribution of
   the Company's common stock, which was paid on September 1, 1994 to
   stockholders of record on August 15, 1994.  All per share data was
   adjusted to reflect the two-for-one stock split.



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

        The following is a summary of certain consolidated financial
   information relating to the Company.  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.




                                      17

<PAGE>




<TABLE>
<CAPTION>

                                          Year Ended December 31,                        
                             1994       1993       1992       1991       1990
                           --------   --------   --------   --------   --------
                                    (In millions, except per share data)
    INCOME STATEMENT DATA
    <S>                    <C>        <C>        <C>        <C>        <C>
    Net sales              $2,074.9   $1,645.0   $1,451.7   $1,259.0   $1,204.4
    Cost of products sold   1,403.8    1,101.7      997.3      845.6      820.0
                           --------   --------   --------   --------   --------
      Gross income            671.1      543.3      454.4      413.4      384.4
    Selling, general
      and administrative
      expenses                313.2      257.2      201.1      182.2      174.3
    Restructuring costs         -          -         20.9        -          -
                           --------   --------   --------   --------   --------
      Operating income        357.9      286.1      232.4      231.2      210.1
    Nonoperating expenses
     (income):
      Interest expense         30.0       19.1       20.4       13.2       13.1
      Other                    (1.4)      (8.5)     (65.6)      (6.0)     (13.2)
                           --------   --------   --------   --------   --------
        Net                    28.6       10.6      (45.2)       7.2       (0.1)
                           --------   --------   --------   --------   --------
      Income before income
       taxes and cumulative
       effect of accounting
       change                 329.3      275.5      277.6      224.0      210.2
    Income taxes              133.7      110.2      114.3       88.4       84.7
                           --------   --------   --------   --------   --------
      Net income before
       cumulative effect
       of accounting
       change                 195.6      165.3      163.3      135.6      125.5
      Cumulative effect of
       accounting change          -          -      (44.2)         -          -
                           --------   --------   --------   --------   --------
      Net income           $  195.6   $  165.3   $  119.1   $  135.6   $  125.5
                           ========   ========   ========   ========   ========

    EARNINGS PER SHARE DATA
      Before cumulative
       effect of
       accounting change      $1.24      $1.05     $ 1.05      $0.89      $0.84
      Cumulative effect of
       accounting change          -          -      (0.29)         -          -
                           --------   --------   --------   --------   --------
      Earnings per share      $1.24      $1.05      $0.76      $0.89      $0.84
                           ========   ========   ========   ========   ========

    Cash dividends per
     share                    $0.39      $0.35      $0.30      $0.30      $0.25
                           ========   ========   ========   ========   ========

                                      18

<PAGE>





    Item 6.  Selected Financial Data (Cont.)
    ----------------------------------------
                                
                             1994       1993       1992       1991      1990
                           --------   --------   --------   --------   --------
                                               (In millions)

    WEIGHTED AVERAGE SHARES   157.8      157.3      155.8      151.5     148.9           
           

    BALANCE SHEET DATA
    Inventories            $  420.7   $  301.0   $  226.2   $  215.3  $  197.8
    Working Capital           133.6       76.7      219.5      187.9     236.7
    Total assets            2,488.3    1,952.9    1,569.6    1,187.5   1,000.4
    Short-term debt           309.1      247.2       97.1        2.1      11.2
    Long-term debt, net of
     current maturities       409.0      218.1      176.8      176.6      90.3
    Stockholders' equity    1,125.3      979.1      859.4      728.8     610.0
</TABLE>

   (1)  On February 14, 1992, a subsidiary of the Company merged with
   Sanford Corporation ("Sanford"), a designer, manufacturer and marketer
   of marking and writing instruments, plastic desk accessories, file
   storage boxes and other office and school supplies.  The Company
   issued approximately 13.8 million shares of common stock for all the
   common stock of Sanford.  This transaction was accounted for as a
   pooling of interests; therefore, prior financial statements were
   restated to reflect this merger.

        On July 8, 1992, the Company acquired Stuart Hall Company, Inc.
   ("Stuart Hall"), a manufacturer of school supplies, stationery and
   office supplies.  The Company issued 1.6 million shares of common
   stock for all the common stock of Stuart Hall.  On October 1, 1992,
   the Company acquired substantially all of the assets of Intercraft
   Industries, L.P., and all of the capital stock of Intercraft
   Industries of Canada, Inc. (collectively, "Intercraft"), manufacturers
   of ready-made picture frames.  The purchase price was $175.0 million
   in cash.  These transactions were accounted for as purchases;
   therefore, the results of operations for Stuart Hall and Intercraft
   are included in the accompanying consolidated financial statements
   since their respective dates of acquisition.  The cost of these 1992
   acquisitions was allocated to the fair market value of assets acquired
   and liabilities assumed and resulted in goodwill of approximately
   $161.9 million.

        On April 30, 1993, the Company acquired substantially all of the
   assets of Levolor Corporation ("Levolor"), a manufacturer and
   distributor of decorative window coverings.  The purchase price was
   $72.5 million in cash.  On September 22, 1993, the Company acquired
   Lee/Rowan Co. ("Lee/Rowan"), a manufacturer and marketer of coated
   wire storage and organization products.  The purchase price was $73.5
   million in cash.  On November 9, 1993, the Company acquired Goody

                                      19

<PAGE>





   Products, Inc. ("Goody"), a manufacturer and marketer of personal
   consumer products including hair accessories and beauty organizers. 
   The purchase price, excluding the cost of Goody common stock that the
   Company owned prior to the acquisition, was $147.1 million in cash. 
   These transactions were accounted for as purchases; therefore, the
   results of operations for Levolor, Lee/Rowan and Goody are included in
   the accompanying consolidated financial statements since their
   respective dates of acquisition.  The cost of the 1993 acquisitions
   was allocated to the fair market value of assets acquired and
   liabilities assumed and resulted in goodwill of approximately $208.2
   million.

        As part of the Goody acquisition, the Company acquired the
   capital stock of Opti-Ray, Inc. ("Opti-Ray"), a designer and marketer
   of fashion sunglasses and non-prescription reading glasses.  As of
   January 1, 1994, the Company sold the capital stock of Opti-Ray to
   Benson Eyecare Corporation.  The net assets of Opti-Ray, which
   totalled $8.5 million, are included in Other Assets as of December 31,
   1993.  The operating results of Opti-Ray from the date of acquisition
   to December 31, 1993 are excluded from the Consolidated Statements of
   Income and are not material.

        On August 29, 1994, the Company acquired Home Fashions,
   Inc.("HFI"), a manufacturer and marketer of decorative window
   coverings, including vertical blinds and pleated shades.  The purchase
   price was $130.4 million in cash.  This company was 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, which is a leading maker and marketer of
   markers and writing instruments, including wood-cased pencils and
   rolling ball pens, whose products are marketed under the Eberhard
   Faber brand name ("Eberhard Faber").  The purchase price was $136.5
   million in cash.  This company was combined with Sanford and together
   they are operated as 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, Pyroflam and Visions brands in Europe, the Middle
   East and Africa, and Corning's consumer distribution network
   throughout these areas (Pyrex and Visions are registered trademarks of
   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.  The purchase price was
   $86.4 million in cash.  These transactions were accounted for as
   purchases; therefore, the results of operations for HFI, Eberhard
   Faber and Newell Europe are included in the accompanying consolidated
   financial statements since their respective dates of acquisition.  The
   cost of the 1994 acquisitions was allocated on a preliminary basis to
   the fair market value of assets acquired and liabilities assumed and
   resulted in goodwill of approximately $163.0 million.

                                      20

<PAGE>






        The unaudited consolidated results of operations for the years
   ended December 31, 1994 and 1993 on a pro forma basis, as though
   Levolor, HFI, Lee/Rowan, Goody, Eberhard Faber and Newell Europe each
   had been acquired on January 1, 1993, are as follows:

<TABLE>
<CAPTION>
                                            1994           1993
                                          ---------      ---------
                                    (In millions, except per share data)

        <S>                                <C>           <C>
        Net sales                          $2,455.5      $2,439.4
        Net income                            195.1         167.1
        Earnings per share                      1.24          1.06 
</TABLE>

                                                               
   (2)  In August 1994, the Company's Board of Directors declared a two-
   for-one common stock split in the form of a 100% stock distribution of
   the Company's common stock, which was paid on September 1, 1994 to
   stockholders of record on August 15, 1994.  All per share data was
   adjusted to reflect the two-for-one stock split.

   (3)  The Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards ("SFAS") No.'s 112 and 115, "Employers'
   Accounting for Postemployment Benefits" and "Accounting for Certain
   Investments in Debt and Equity Securities."  The Company adopted these
   statements in 1994.  The adoption of these statements did not have a
   material effect on the consolidated financial statements.

   (4)  In 1992, the Company adopted SFAS No. 106, "Employers' Accounting
   for Postretirement Benefits Other than Pensions."  Adoption of this
   standard did not have a material effect on the annual expense for
   postretirement benefits.  As part of adopting this standard, the
   Company recorded, in the first quarter of 1992, a one-time, non-cash
   charge against earnings of $71.7 million before taxes and $44.1
   million after taxes, or $0.29 per share.  The effect of the change on
   1992 net income before cumulative effect of accounting change was not
   material to any of the consolidated financial statements.

   (5)  On December 31, 1992, the Company sold its closures business for
   a $210.0 million note receivable due and paid January 4, 1993.  The
   Company recognized a net pre-tax gain of $82.9 million on the sale. 
   Sales for this business totalled $160.6 million in 1992.










                                      21

<PAGE>





   QUARTERLY SUMMARIES

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

<TABLE>
<CAPTION>
   Calendar Year          1st         2nd         3rd        4th         Year
    ---------------     --------    --------    --------   --------     --------
                               (In millions, except per share data)
    <S>                 <C>         <C>         <C>        <C>          <C>
        1994
        ----
    Net sales           $  443.5    $  493.5    $  553.2   $  584.7     $2,074.9
    Gross income           134.8       159.9       179.2      197.2        671.1
    Net income              31.5        44.0        58.0       62.1        195.6
    Earnings per share       .20         .28         .37        .39         1.24

         1993
         ----
    Net sales           $  334.2    $  372.7    $  456.7    $  481.4    $1,645.0
    Gross income           104.5       121.7       149.1       168.0       543.3
    Net income              27.7        34.5        47.6        55.5       165.3
    Earnings per share       .18         .22         .30         .35        1.05

         1992
         ----
    Net sales            $ 310.1    $  318.0    $  402.1    $  421.5    $1,451.7
    Gross income            93.1       101.0       122.6       137.7       454.4
    Before cumulative
     effect of
     accounting change:
       Net income           27.4        35.2        43.0        57.7       163.3
       Earnings per share    .18         .23         .27         .37        1.05

    After cumulative
     effect of      
     accounting change:
       Net income          (16.8)       35.2        43.0       57.7       119.1
       Earnings per share   (.11)        .23         .27        .37         .76         
</TABLE>

                 













                                      22

<PAGE>






   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.

   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.


<TABLE>
<CAPTION>
                                                      Year Ended December 31,

                                                     1994        1993        1992
                                                    ------      ------      ------
    <S>                                             <C>         <C>         <C>
    Net sales                                       100.0%      100.0%      100.0%
    Cost of products sold                            67.7        67.0        68.7
                                                    ------      ------      ------
      Gross income                                   32.3        33.0        31.3

    Selling, general
     and administrative expenses ("SG&A")            15.1        15.6        13.9
    Restructuring costs                                 -           -         1.4
                                                    ------      ------      ------
      Operating income                               17.2        17.4        16.0
    Nonoperating expenses (income):
     Interest expense                                 1.4         1.1         1.4
     Other                                           (0.1)       (0.5)       (4.5)
                                                    ------      ------      ------
       Net                                            1.3         0.6        (3.1)
                                                    ------      ------      ------
      Income before income taxes and
       cumulative effect of accounting change        15.9        16.8        19.1
    Income taxes                                      6.5         6.7         7.9
                                                    ------      ------      ------
      Net income before cumulative effect
       of accounting change                           9.4        10.1        11.2

      Cumulative effect of accounting change            -           -        (3.0)
                                                    ------      ------      ------
      Net income                                      9.4%       10.1%        8.2%
                                                    ======      ======      ======
</TABLE>




                                      23

<PAGE>





   1994 vs. 1993:

        Net sales for 1994 were $2,074.9 million, representing an
   increase of   $429.9 million or 26.1% from 1993.  Net sales for each
   of the Company's product groups were as follows, in millions:

                                    1994        1993       %Change
                                  --------    --------     -------
   Housewares                     $  691.8    $  528.8       30.8%
   Home Furnishings                  642.8       425.5       51.1
   Office Products                   383.2       340.7       12.5
   Hardware                          357.1       335.3        6.5
   Sold Businesses                     -          14.7        N/A
                                  --------    --------     -------
                                  $2,074.9    $1,645.0       26.1%
                                  ========    ========

        The overall increase in net sales was primarily attributable to
   the acquisitions of Levolor, HFI, Lee/Rowan, Goody and Eberhard Faber,
   which are described in note 2 to the consolidated financial
   statements, and internal growth of 6%.  Sales in the housewares group
   were positively impacted by the Goody acquisition and 5% internal
   growth.  The increase in home furnishings was attributable to the
   Levolor, HFI and Lee/Rowan acquisitions and internal growth of 10%. 
   The increase in office products was due to the  Eberhard Faber
   acquisition and 6% internal growth.  The increase in the hardware
   group was solely due to internal growth.  "Sold businesses" represents
   the sales in 1993 of Counselor, which was divested in October 1993. 
   Internal growth is defined as sales growth from continuing businesses
   owned more than two years.

        Gross income as a percent of net sales for 1994 was 32.3% versus
   33.0% in 1993.  The decrease was due to lower than average gross
   margins from the businesses acquired in 1993 and 1994.

        SG&A as a percent of net sales in 1994 was 15.1% versus 15.6% in
   1993.  The decrease was due to 6% internal growth, with only slight
   increases in spending levels.

        Operating income as a percent of net sales was 17.2% in 1994
   versus 17.4% in 1993.

        Net nonoperating expenses were $28.6 million in 1994 versus $10.6
   million in 1993.  The increase was due to additional interest expense
   of $10.9 million, incremental goodwill amortization of $5.3 million
   resulting from recent acquisitions, and a $6.0 million charge incurred
   in connection with a plea agreement by a subsidiary of the Company
   with the U.S. Government.  The increase was offset by a $1.5 million
   payment received from the settlement of a lawsuit and a $1.9 million
   increase in equity earnings from American Tool Companies, Inc., in
   which the Company has a 47% ownership interest.

                                      24

<PAGE>





        The effective tax rate was 40.6% in 1994 and 40.0% in 1993.  See
   note 12 to the consolidated financial statements for an explanation of
   the effective tax rate and deferred tax issues.

        Net income for 1994 was $195.6 million, representing an increase
   of $30.3 million or 18.3% from 1993.  Earnings per share for 1994 were
   up 18.1% to $1.24 versus $1.05 in 1993.  The increases in net income
   and earnings per share were primarily attributable to contributions
   from the 1993 acquisitions and internal growth, net of increases in
   net nonoperating expenses.

   1993 vs. 1992:
   -------------

        Net sales for 1993 were $1,645.0 million, representing an
   increase of $193.3 million or 13.3% from 1992.  Net sales for each of
   the Company's product groups were as follows, in millions:

                                     1993        1992      %Change
                                  --------    --------     -------
   Housewares                     $  528.8    $  507.4       4.2%
   Home Furnishings                  425.5       162.3     162.2
   Office Products                   340.7       278.0      22.6
   Hardware                          335.3       325.5       3.0
   Sold Businesses                    14.7       178.5       N/A
                                  --------    --------
                                  $1,645.0    $1,451.7      13.3%
                                  ========    ========

        The overall increase in net sales was attributable to the
   acquisitions of Stuart Hall, Intercraft, Levolor, Lee/Rowan and Goody,
   which are described in note 2 to the consolidated financial
   statements, and internal growth of 4%.  Sales in the housewares group
   were positively impacted by the Goody acquisition.  The increase in
   home furnishings was attributable to the Intercraft, Levolor and
   Lee/Rowan acquisitions and continued expansion in the home center
   channel of trade.  The increase in office products was due to the
   Stuart Hall acquisition and Sanford's continued expansion in the mass
   market channel of trade.  The increase in the hardware group was
   solely due to internal growth.  "Sold businesses" represents the sales
   of the closures business, which was divested in December 1992, and
   Counselor, which was sold in October 1993.

        Gross income as a percent of net sales for 1993 was 33.0% versus
   31.3% in 1992.  The increase was due to lower gross margins at the
   divested closures business in 1992 and increased gross margins at
   Sanford in 1993.

        SG&A as a percent of net sales in 1993 was 15.6% versus 13.9% in
   1992.  The increase was due to lower SG&A at the divested closures


                                      25

<PAGE>





   business in 1992 and higher SG&A at recently acquired Intercraft and
   Levolor.

        Operating income as a percent of net sales in 1993 was 17.4%
   versus 16.0% in 1992.  In 1992, the Company recorded $20.9 million in
   restructuring costs, of which $17.4 million was recorded in the fourth
   quarter.  The primary components of this charge were costs associated
   with the closing of a manufacturing facility and severance costs
   related to businesses acquired in transactions accounted for under the
   pooling of interests method.

        Net nonoperating expenses for 1993 were $55.7 million higher than
   1992, due to an $82.9 million gain recognized on the sale of the
   closures business in 1992.  The gain was reduced by approximately
   $39.2 million of special charges in 1992, including costs associated
   with the Stanley Works investment ($14.0 million), write-offs of
   certain intangible assets ($11.7 million) and costs associated with
   prior acquisitions and the establishment of other reserves ($13.5
   million).  In addition, incremental goodwill amortization was $3.4
   million due to recent acquisitions, and there were no gains on
   securities sales in 1993 compared to $8.6 million in 1992.

        The effective tax rate was 40.0% in 1993 and 41.2% in 1992.  See
   note 12 to the consolidated financial statements for an explanation of
   the effective tax rate and deferred tax issues. 

        Net income for 1993 was $165.3 million, representing an increase
   of $46.2 million or 38.8% from 1992.  Earnings per share for 1993 were
   up 38.2% to $1.05 versus $0.76 in 1992.

        In 1992, the Company adopted SFAS No. 106, "Employers' Accounting
   for Postretirement Benefits Other than Pensions."  As part of adopting
   this standard, the Company recorded, in the first quarter of 1992, a
   one-time, non-cash charge against earnings of $71.7 million before
   taxes and $44.1 million after taxes, or $0.29 per share.  The deferred
   income tax benefit increased $27.6 million as a result of adopting
   this statement.  See note 9 to the consolidated financial statements
   for additional information.


   LIQUIDITY AND CAPITAL RESOURCES

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

        Operating activities provided net cash of $238.4 million during
   1994, an increase of $208.3 million from $30.1 million in 1993.  This
   change was primarily due to the discontinuation of a $125.0 million
   sale of trade receivables program in the third quarter of 1993,


                                      26

<PAGE>





   payment of income taxes in 1993 related to the gain on the sale of the
   closures business and an increase in net income in 1994.

        The Company has foreign and domestic lines of credit with various
   banks and a commercial paper program which are available for short-
   term financing.  Under the line of credit arrangements, the Company
   may borrow up to $360.0 million (of which $267.4 million was available
   at December 31, 1994) based upon such terms as the Company and the
   respective banks have mutually agreed upon.

        The Company has a shelf registration statement covering up to
   $500.0 million of debt securities, of which $257.0 million was
   available for additional borrowings as of December 31, 1994.  Pursuant
   to the shelf registration, at December 31, 1994 the Company had
   outstanding $186.0 million (principal amount) of medium-term notes
   with maturities ranging from one to five years at an average rate of
   interest equal to 6.6%.  The fair value of these notes was $185.1
   million at December 31, 1994.  The Company had outstanding $153.0
   million on December 31, 1993 and 1992, and the fair value of these
   notes was $158.3 million at December 31, 1993 and $160.9 million at
   December 31, 1992.

        The Company entered into a three-year $300.0 million revolving
   credit agreement in August 1993, and a $100.0 million, 364-day
   revolving credit agreement in each of November 1993 and August 1994. 
   The November 1993 364-day revolving credit agreement was renewed for
   an additional 364 days.  Under these agreements, the Company may
   borrow, repay and reborrow funds in an aggregate amount up to $500.0
   million, at a floating interest rate.  At December 31, 1994, there
   were no borrowings under the revolving credit agreements.

        In lieu of borrowings under the credit agreements, the Company
   may issue up to $500.0 million of commercial paper.  The Company's
   revolving credit agreements referred to above provide the committed
   backup liquidity required to issue commercial paper.  Accordingly,
   commercial paper may only be issued up to the amount available under
   the Company's revolving credit agreements.  At December 31, 1994,
   $417.1 million (face or principal amount) of commercial paper was
   outstanding, all of which was supported by the revolving credit
   agreements.  The short-term portion of this balance was $117.1
   million, which is classified as notes payable.  The remaining $300.0
   million is classified as long-term debt under the three-year revolving
   credit agreement.

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

        Capital expenditures were $66.0 million, $58.9 million and $77.6
   million in 1994, 1993 and 1992, respectively.



                                      27

<PAGE>





        The Company has paid regular cash dividends on its common stock
   since 1947.  On May 13, 1993, the quarterly cash dividend was
   increased to $0.09 per share from the $0.08 per share that had been
   paid since February 15, 1991.  The quarterly cash dividend was again
   increased to $0.10 per share on May 12, 1994.  In August 1994, the
   Company's Board of Directors declared a two-for-one common stock split
   in the form of a 100% stock distribution of the Company's common
   stock, which was paid on September 1, 1994 to stockholders of record
   on August 15, 1994.  All per share data has been adjusted to reflect
   the two-for-one stock split.

        Retained earnings increased in 1994, 1993 and 1992 by $134.0
   million, $111.1 million and $68.6 million, respectively.  The average
   dividend payout ratio to common stockholders in 1994, 1993 and 1992
   (before the cumulative effect of accounting change) was 31%, 33% and
   29%, respectively.

        In 1994, the Company acquired HFI, Faber-Castell Corporation
   (whose products are marketed under the Eberhard Faber brand name) and
   the European consumer products business of Corning Incorporated (now
   known as Newell Europe), with purchase prices of $130.4 million,
   $136.5 million and $86.4 million, respectively.  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 and notes payable under the Company's lines of credit.

        The increases in current assets, current liabilities, property,
   plant and equipment and goodwill during 1993 and 1994 are primarily
   due to the acquisitions occurring in those years.

        Working capital at December 31, 1994 was $133.6 million compared
   to $76.7 million at December 31, 1993.  The current ratio at December
   31, 1994 was 1.17:1 compared to 1.13:1 at December 31, 1993.  The
   total debt to total capitalization was .39:1 at December 31, 1994 and
   .32:1 at December 31, 1993.

        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.

        The Financial Accounting Standards Board issued SFAS No.'s 112
   and 115, "Employers' Accounting for Postemployment Benefits" and
   "Accounting for Certain Investments in Debt and Equity Securities." 
   The Company adopted these statements in 1994.  The adoption of these
   statements did not have a material effect on the consolidated
   financial statements.



                                      28

<PAGE>





   Environmental Matters
   ---------------------
        The Company is involved in various environmental remediation and
   other compliance activities, including activities arising under the
   federal Comprehensive Environmental Response, Compensation and
   Liability Act ("Superfund") and similar state statutes.  Certain
   information regarding these activities is included in note 15 to the
   consolidated financial statements.  Based on information currently
   available to it, the Company has estimated that remediation costs
   associated with these activities will be between $12.5 million and
   $17.5 million.  As of December 31, 1994, the Company had a reserve
   equal to $14.5 million for such remediation costs in the aggregate. 
   Because of the uncertainties associated with environmental assessment
   and remediation activities, the possibility that sites could be
   identified in the future that require environmental remediation 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 the imprecision in estimating future environmental
   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 adverse effect on its consolidated financial
   position, liquidity or results of operations.

   Outlook
   -------
        The Company's primary financial goals are to maintain return on
   beginning equity at 20% or above and increase earnings per share an
   average of 15% per year, while maintaining a ratio of total debt to
   total capital (leverage) at a level of approximately 33%.  The Company
   has achieved its goals over the last ten years, averaging 21% ROE,
   increasing EPS 20% and averaging 29% leverage.  The factors affecting
   the Company's ability to achieve these goals in the future will be the
   rates of internal and acquisition growth.

        In terms of internal growth, the Company has achieved 4-6%
   internal sales growth in each of the last 4 years, and at the same
   time, has improved its core operating margins.  Operating margins may
   be under pressure near-term, however, as a result of rising raw
   material costs.  The Company intends to offset these costs through
   price increases to its customers, but is not certain to what extent
   the cost increases can be offset since its customers are primarily
   volume retailers with significant bargaining power.

        In terms of acquisition growth, since 1990 the Company has more
   than doubled its size, acquiring businesses with annual sales of
   almost $1.5 billion.  The rate at which the Company can integrate
   these recent acquisitions, in order to meet the Company's high
   standards of profitability, may affect near-term EPS growth.  Over the
   longer term, the Company's ability to make strategic acquisitions will
   impact the EPS growth rate.

                                      29

<PAGE>






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















































                                      30

<PAGE>






                  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, 1994,
   1993 and 1992, and the related consolidated statements of income,
   stockholders' equity and cash flows for each of the three years in the
   period ended December 31, 1994.  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, 1994, 1993 and 1992, and the
   results of their operations and their cash flows for each of the three
   years in the period ended
   December 31, 1994, in conformity with generally accepted accounting
   principles.

   As explained in note 9 to the consolidated financial statements,
   effective January 1, 1992, the Company changed its method of
   accounting for post-retirement benefits other than pensions.


                             ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin,
   January 28, 1995.











                                      31

<PAGE>

<TABLE>
<CAPTION>

                                NEWELL CO. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME

                                               Year Ended December 31,
                                          1994          1993          1992
                                          ----          ----          ----
                                      (In thousands, except per share amounts)

    <S>                                <C>           <C>           <C>
    Net sales                          $2,074,934    $1,645,036    $1,451,656
    Cost of products sold               1,403,786     1,101,720       997,269
                                        ---------     --------      ---------
         GROSS INCOME                     671,148       543,316       454,387

    Selling, general and
     administrative expenses              313,283       257,186       201,063
    Restructuring costs                         -             -        20,933
                                        ---------     ---------     ---------
         OPERATING INCOME                 357,865       286,130       232,391            
                

    Nonoperating expenses (income): 
      Interest expense                     29,970        19,062        20,417
      Other                                (1,397)       (8,488)      (65,590)
                                        ---------     ---------     ---------
         Net                               28,573        10,574       (45,173)
                                        ---------     ---------     ---------

         Income before income taxes
          and cumulative effect of
          accounting change               329,292       275,556       277,564
    Income taxes                          133,717       110,222       114,293
                                        ---------     ---------     ---------

         Net income before cumulative
          effect of accounting change     195,575       165,334       163,271

    Cumulative effect of
     accounting change                          -             -       (44,134)
                                        ---------     ---------     ---------
         NET INCOME                    $  195,575    $  165,334    $  119,137
                                        =========     =========     =========

    Earnings per share
     before cumulative effect
     of accounting change                   $1.24         $1.05         $1.05
    Cumulative effect of
     accounting change                          -             -         (0.29)
                                             ----          ----          ----
    Earnings per share                      $1.24         $1.05         $0.76
                                             ====          ====          ====

    Weighted average shares                157,774      157,269       155,878
                                           =======      =======       =======
</TABLE>

    See notes to consolidated financial statements.
                                      32

<PAGE>



<TABLE>
<CAPTION>

                                NEWELL CO. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS


                                                           December 31,
                                                  1994        1993         1992
                                                  ----        ----         ----
                                                          (In thousands)
    ASSETS
    CURRENT ASSETS
    <S>                                       <C>         <C>          <C> 
      Cash and cash equivalents               $   14,892  $    2,866   $   28,008
      Receivable from sale of business                 -           -      210,000
      Accounts receivable, net                   335,806     256,468       57,795
      Inventories                                420,654     301,016      226,230
      Deferred income taxes                       90,063      73,461       38,991
      Prepaid expenses and other                  56,256      42,217       33,611
                                                --------   ---------     --------

          TOTAL CURRENT ASSETS                   917,671     676,028      594,635

    MARKETABLE EQUITY SECURITIES                  64,740      48,974       62,964

    OTHER LONG-TERM INVESTMENTS                  183,372     177,891      174,080

    OTHER ASSETS                                 182,906     165,911      119,977

    PROPERTY, PLANT AND EQUIPMENT, NET           454,597     370,382      292,760

    GOODWILL                                     684,990     513,761      325,163
                                                 -------     -------      -------
          TOTAL ASSETS                        $2,488,276  $1,952,947   $1,569,579
                                               =========   =========    =========
















    See notes to consolidated financial statements.



                                      33

<PAGE>





                                NEWELL CO. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS (CONT.)



                                                           December 31,
                                                  1994        1993         1992
                                                  ----        ----         ----
                                                          (In thousands)

    LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
      Notes payable                           $  209,720  $  189,003   $   65,030

      Accounts payable                           112,269      72,832       37,553
      Accrued compensation                        48,461      36,525       32,203
      Other accrued liabilities                  305,878     222,508      147,926
      Income taxes                                 8,271      20,244       60,344
      Current portion of long-term debt           99,425      58,200       32,045
                                                 -------     -------      -------

          TOTAL CURRENT LIABILITIES              784,024     599,312      375,101

    LONG-TERM DEBT                               408,986     218,090      176,849

    OTHER NONCURRENT LIABILITIES                 152,697     156,400      158,251

    DEFERRED INCOME TAXES                         17,243           -            -

    STOCKHOLDERS' EQUITY
      Par value of common stock issued           157,844      78,793       78,338
      Additional paid-in capital                 175,352     249,625      239,503
      Retained earnings                          788,862     654,819      543,765
      Net unrealized gain on securities
       available for sale                          9,868         N/A          N/A
      Cumulative translation adjustment           (6,466)     (4,055)      (2,208)
      Treasury stock (at cost)                      (134)        (37)         (20)
                                               ---------   ---------    ---------

          TOTAL STOCKHOLDERS' EQUITY           1,125,326     979,145      859,378
                                               ---------   ---------    ---------
    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                    $2,488,276  $1,952,947   $1,569,579
                                               =========   =========    =========

</TABLE>



    See notes to consolidated financial statements.



                                      34

<PAGE>

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

                                                               Year Ended December 31,
                                                        1994        1993        1992
                                                        ----        ----        ----
                                                              (In thousands)
     OPERATING ACTIVITIES:
       <S>                                         <C>         <C>         <C>
       Net income                                  $  195,575  $  165,334  $  119,137
       Adjustments to Reconcile Net
        Income to Net Cash Provided
        by Operating Activities:
          Cumulative effective of
           accounting change                                -           -      44,134
          Depreciation and amortization                72,485      64,262      53,881
          Deferred income taxes                        30,673      19,757     (14,914)
          Net gains on:
            Sale of businesses                              -      (1,233)    (82,945)
            Marketable equity securities                 (373)          -      (8,616)
          Write-off of intangible assets                    -           -      11,664
          Other                                        (5,661)     (3,811)     (4,377)
        Changes in current accounts, excluding
         the effects of acquisitions and sale
         of businesses:
          Accounts receivable                            (254)   (129,562)     39,010
          Inventories                                 (13,798)     (6,328)     26,715
          Other current assets, accounts payable,
           accrued liabilities and other              (40,221)    (78,288)     54,548
                                                    ---------   ---------    ---------
     NET CASH PROVIDED BY OPERATING ACTIVITIES        238,426      30,131     238,237
                                                    ---------   ---------    ---------
     INVESTING ACTIVITIES:                
       Acquisitions                                  (345,392)   (309,846)   (177,317)
       Expenditures for property, plant
        and equipment                                 (66,026)    (58,898)    (77,613)
       Sale of businesses                                   -     219,638           -
       Sale of marketable equity securities             1,053           -      72,879
       Purchase of other investments                        -      (1,660)    (11,930)
       Disposals of noncurrent assets and other         2,628     (16,141)    (18,060)
                                                    ---------   ---------    ---------
     NET CASH USED IN INVESTING ACTIVITIES           (407,737)   (166,907)   (212,041)
                                                    ---------   ---------    ---------
     FINANCING ACTIVITIES:                
       Proceeds from issuance of debt                 402,708     232,852     181,320
       Proceeds from exercised stock options
        and other                                       2,799       5,216       9,023
       Payments on notes payable and long-term debt  (162,638)    (72,154)   (168,513)
       Cash dividends                                 (61,532)    (54,280)    (46,261)
                                                    ---------   ---------    ---------
     NET CASH PROVIDED BY(USED IN)           
      FINANCING ACTIVITIES                            181,337     111,634     (24,431)
                                                    ---------   ---------    ---------
     INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS   12,026     (25,142)      1,765
     Cash and cash equivalents at beginning of year     2,866      28,008      42,512
     Sanford decrease in cash in December 1991              -           -     (16,269)
                                                    ---------   ---------    ---------
     CASH AND CASH EQUIVALENTS AT END OF YEAR      $   14,892   $   2,866   $  28,008
                                                    =========    ========    ========
     See notes to consolidated financial statements.
</TABLE>

                                      35

<PAGE>

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

                                                                        Net
                                                                    Unrealized
                                                                      Gain on
                                        Common &     Add'l               Securities  Cumulative
                                       Treasury    Paid-In   Retained   Available   Translation
                                          Stock     Capital   Earnings    for Sale   Adjustment
                                        --------    -------   --------  -----------  -----------
                                         (In thousands, except per share amounts)

     <S>                                <C>        <C>        <C>        <C>         <C>
     Balance at December 31, 1991       $ 76,030   $175,448   $475,200   $    N/A    $  2,123
     Adjustment to conform fiscal
      year of Sanford Corporation                               (4,311)                                       
     Net income                                                119,137
     Cash dividends:
      Common stock $0.30 per share                             (46,261)                                          
     Stock issued for acquisition          1,582     52,999
     Exercise of stock options               720      8,318
     Tax benefit on stock options                     2,736
     Foreign currency translation
      and other                              (14)         2                            (4,331)
                                         -------    -------    -------    -------     -------
     Balance at December 31, 1992       $ 78,318   $239,503   $543,765   $    N/A    $ (2,208)

     Net income                                                165,334
     Cash dividends:
      Common stock $0.35 per share                             (54,280)
     Stock issued for acquisition             44      1,715
     Exercise of stock options               445      4,789
     Tax benefit on stock options                     3,585
     Foreign currency translation
      and other                              (51)        33                            (1,847)
                                         -------    -------    -------    -------     -------
     Balance at December 31, 1993       $ 78,756   $249,625   $654,819   $    N/A    $ (4,055)

     Net income                                                195,575
     Fair value adjustment for
      securities available for
      sale at January 1, 1994                                               3,353
     Cash dividends:
      Common stock $0.39 per share                             (61,532)
     Stock split, form of 100%
      stock dividend                      78,910    (78,910)
     Exercise of stock options               155      2,723
     Tax benefit on stock options                     1,881
     Change in net unrealized
      gain on securities 
      available for sale                                                    6,515
     Foreign currency translation
      and other                              (111)       33                            (2,411)
                                          -------   -------    -------    -------     -------
     Balance at December 31, 1994       $ 157,710  $175,352   $788,862   $  9,868    $ (6,466)
                                         ========   =======    =======    =======     =======
</TABLE>

     See notes to consolidated financial statements.
                                     36
<PAGE>
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1994, 1993 AND 1992

   1)   SIGNIFICANT ACCOUNTING POLICIES

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

        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:

        Cash and Cash Equivalents:  The carrying amounts approximate fair
        value because of the short maturity of these instruments.

        Marketable Equity Securities:  The fair values of these
        investments are based upon quoted market prices.

        Long-term Investments:  The fair value of the investment in
        convertible preferred stock of the Black & Decker Corporation
        ("Black & Decker") was based in part on an independent appraisal.

        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.  The carrying value of all other long-term
        debt outstanding approximates fair value due to the floating
        rates charged on these instruments.

        Derivatives:  Premiums paid or received related to interest rate
   swap agreements are amortized into interest expense over the terms of
   the agreements.  Unamortized premiums are included in other assets or
   accrued liabilities in the consolidated balance sheets.

        Gains and losses relating to qualifying hedges of firm
   commitments or anticipated transactions also are deferred and are
   recognized in income as adjustments of carrying amounts when the
   hedged transaction occurs.

        Accounts Receivable:  On December 5, 1991, the Company received
   $104.7 million from a sale of an interest in trade receivables, with
   limited recourse, pursuant to an agreement that permits the Company to
   sell trade receivables, with limited recourse, to the purchaser from
   time to time.  A $125.0 million interest was outstanding at December
   31, 1992.  At both December 31, 1994 and 1993, there was no interest
   in trade receivables sold under this agreement.

        Allowances for Doubtful Accounts:  Allowances for doubtful
   accounts at December 31, totalled $10.9 million in 1994, $6.2 million
   in 1993 and $5.6 million in 1992.

        Inventories:  Inventories are stated at the lower of cost or
   market value.  Cost of certain domestic inventories (approximately
   87%, 83% and 81% of total inventories at December 31, 1994, 1993 and
   1992, 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.
<PAGE>





   If the FIFO inventory valuation method had been used exclusively,
   inventories would have been increased by $12.3 million, $9.2 million
   and $8.0 million at December 31, 1994, 1993 and 1992, respectively.

        The components of inventories at the end of each year, net of the
   LIFO reserve, were as follows:
                                                    December 31,
                                              1994     1993      1992
                                              ----     ----      ----
                                                   (In millions)

        Materials and supplies              $ 81.7   $ 71.3    $ 56.1
        Work in process                       98.9     49.6      39.7
        Finished products                    240.1    180.1     130.4
                                             -----    -----     -----
                                            $420.7   $301.0    $226.2
                                             =====    =====     =====

        Long-term Marketable Equity Securities:  Long-term marketable
   equity securities at the end of each year are summarized as follows:

                                                    December 31,
                                              1994     1993      1992
                                              ----     ----      ----
                                                   (In millions)

        Aggregate market value              $ 64.7   $ 54.6    $ 64.1
        Aggregate cost                        48.3     49.0      63.0
                                             -----    -----     -----
        Unrealized gain, net                $ 16.4   $  5.6    $  1.1
                                             =====    =====    ======

        In May 1993, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards ("SFAS") No. 115,
   "Accounting for Certain Investments in Debt and Equity Securities." 
   SFAS No. 115 requires, among other things, that securities classified
   as "available for sale" be carried at fair value; however, fair value
   adjustments are excluded from earnings and reported separately as a
   component of stockholders' equity.  This new standard, which was
   adopted prospectively by the Company effective January 1, 1994, did
   not have a material impact on the consolidated financial statements. 
   The Company considers all long-term marketable equity securities as
   available for sale.

        Other Long-Term Investments:  The Company owns 150,000 shares of
   privately placed Black & Decker convertible preferred stock, Series B,
   purchased at a cost of $150.0 million.  The Series B preferred shares
   pay a 7 3/4% cumulative dividend, are convertible into Black & Decker
   common stock at $23.62 per share, and have voting rights equivalent to
   the common stock into which they are convertible.  These shares have
   restrictions on disposition by the Company, and Black & Decker has the

                                      38

<PAGE>





   option at the end of ten years to repurchase the remaining preferred
   shares and any common stock issued upon conversion then held by the
   Company.  The market value of this investment approximated cost at
   December 31, 1994, 1993 and 1992.  In addition, the Company has a 47%
   ownership in American Tool Companies, Inc., a manufacturer of hand
   tools and power tool accessory products marketed primarily under the
   VISE-GRIP and IRWIN trademarks.  This investment is accounted for on
   the equity method with a net investment of $33.4 million included in
   Other Long-Term Investments at December 31, 1994.

        Property, Plant and Equipment:  Property, plant and equipment at
   the end of each year consisted of the following:

                                                  December 31,
                                            1994     1993      1992
                                            ----     ----      ----
                                                 (In millions)

        Land                             $   9.6  $   7.1   $   6.7
        Buildings and improvements         164.8    136.5     101.8
        Machinery and equipment            515.8    419.1     347.0
                                           ------   ------    ------
                                           690.2    562.7     455.5

        Allowance for depreciation        (235.6)  (192.3)   (162.7)
                                          ------   ------    ------
                                         $ 454.6  $ 370.4   $ 292.8
                                          ======   ======    ======

        Depreciation of property, plant and equipment (stated at cost) is
   provided for by annual charges to income calculated to amortize,
   principally on the straight-line basis, the cost of the depreciable
   assets over their estimated useful lives, which range from five to
   forty years.  Replacements and improvements of fixed assets are
   capitalized.  Expenditures for maintenance and repairs are charged to
   expense.

        Goodwill:  Excess of cost over identifiable net assets of
   businesses acquired is being amortized over 40 years on a straight-
   line basis.  Subsequent to an acquisition, the Company continually
   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.  When factors indicate that goodwill should be evaluated
   for possible impairment, the Company uses an estimate of the related
   division's undiscounted net income over the remaining life of the
   goodwill in measuring whether the goodwill is recoverable. 
   Accumulated amortization of goodwill was $57.0 million, $42.1 million
   and $32.0 million at December 31, 1994, 1993 and 1992, respectively.



                                      39

<PAGE>





        Accrued Liabilities:  Accrued liabilities at the end of each year
   included the following:
                                                    December 31,
                                              1994     1993      1992
                                              ----     ----      ----
                                                   (In millions)

        Promotion and advertising accruals  $ 76.5   $ 54.4    $ 37.5
        Accrued insurance reserves            36.0     36.3      29.8


        Foreign Currency Translation:  Financial statements of foreign
   subsidiaries are translated in U.S. dollars in accordance with the
   provisions of SFAS No. 52.  Foreign currency transaction gains and
   losses were insignificant in 1994, 1993 and 1992.

        Cash Flows:  For purposes of the Consolidated Statements of Cash
   Flows, the Company considers all short-term, highly liquid investments
   with an original maturity of three months or less to be cash
   equivalents.  Cash paid for income taxes and interest were as follows:

                                                    December 31,
                                              1994     1993     1992
                                              ----     ----     ----
                                                   (In millions)

        Income taxes                        $115.9   $144.7   $ 81.5
        Interest                              31.1     18.9     14.5  


        Reclassification:  Certain 1992 and 1993 amounts have been
   reclassified to conform with the 1994 presentation.




















                                      40

<PAGE>





   2)   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

        On February 14, 1992, a subsidiary of the Company merged with
   Sanford Corporation ("Sanford"), a designer, manufacturer and marketer
   of marking and writing instruments, plastic desk accessories, file
   storage boxes and other office and school supplies.  The Company
   issued approximately 13.8 million shares of common stock for all the
   common stock of Sanford.  This transaction was accounted for as a
   pooling of interests; therefore, prior financial statements were
   restated to reflect this merger.

        On July 8, 1992, the Company acquired Stuart Hall Company, Inc.
   ("Stuart Hall"), a manufacturer of school supplies, stationery and
   office supplies.  The Company issued 1.6 million shares of common
   stock for all the common stock of Stuart Hall.  On October 1, 1992,
   the Company acquired substantially all of the assets of Intercraft
   Industries, L.P., and all of the capital stock of Intercraft
   Industries of Canada, Inc. (collectively, "Intercraft"), manufacturers
   of ready-made picture frames.  The purchase price was $175.0 million
   in cash.  These transactions were accounted for as purchases;
   therefore, the results of operations for Stuart Hall and Intercraft
   are included in the accompanying consolidated financial statements
   since their respective dates of acquisition.  The cost of these 1992
   acquisitions was allocated to the fair market value of assets acquired
   and liabilities assumed and resulted in goodwill of approximately
   $161.9 million.

        On April 30, 1993, the Company acquired substantially all of the
   assets of Levolor Corporation ("Levolor"), a manufacturer and
   distributor of decorative window coverings.  The purchase price was
   $72.5 million in cash.  On September 22, 1993, the Company acquired
   Lee/Rowan Co. ("Lee/Rowan"), a manufacturer and marketer of coated
   wire storage and organization products.  The purchase price was $73.5
   million in cash.  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. 
   The purchase price, excluding the cost of Goody common stock that the
   Company owned prior to the acquisition, was $147.1 million in cash. 
   These transactions were accounted for as purchases; therefore, the
   results of operations for Levolor, Lee/Rowan and Goody are included in
   the accompanying consolidated financial statements since their
   respective dates of acquisition.  The cost of the 1993 acquisitions
   was allocated to the fair market value of assets acquired and
   liabilities assumed and resulted in goodwill of approximately $208.2
   million.

        As part of the Goody acquisition, the Company acquired the
   capital stock of Opti-Ray, Inc. ("Opti-Ray"), a designer and marketer
   of fashion sunglasses and non-prescription reading glasses.  As of
   January 1, 1994, the Company sold the capital stock of Opti-Ray to
   Benson Eyecare Corporation.  The net assets of Opti-Ray, which

                                      41

<PAGE>





   totalled $8.5 million, are included in Other Assets as of December 31,
   1993.  The operating results of Opti-Ray from the date of acquisition
   to December 31, 1993 are excluded from the Consolidated Statements of
   Income and are not material.

        On August 29, 1994, the Company acquired Home Fashions,
   Inc.("HFI"), a manufacturer and marketer of decorative window
   coverings, including vertical blinds and pleated shades.  The purchase
   price was $130.4 million in cash.  This company was combined with
   Levolor and together they are operated as single entity called Levolor
   Home Fashions.  On October 18, 1994, the Company acquired Faber-
   Castell Corporation, which is a leading maker and marketer of markers
   and writing instruments, including wood-cased pencils and rolling ball
   pens, whose products are marketed under the Eberhard Faber brand name
   ("Eberhard Faber").  The purchase price was $136.5 million in cash. 
   This company 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, Pyroflam and Visions brands in Europe, the Middle East and
   Africa, and Corning's consumer distribution network throughout these
   areas (Pyrex and Visions are registered trademarks of 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.  The purchase price was $86.4 million
   in cash.  These transactions were accounted for as purchases;
   therefore, the results of operations for HFI, Eberhard Faber and
   Newell Europe are included in the accompanying consolidated financial
   statements since their respective dates of acquisition. The cost of
   the 1994 acquisitions was allocated on a preliminary basis to the fair
   market value of assets acquired and liabilities assumed and resulted
   in goodwill of approximately $163.0 million.

        The unaudited consolidated results of operations for the years
   ended December 31, 1994 and 1993 on a pro forma basis, as though
   Levolor, HFI, Lee/Rowan, Goody, Eberhard Faber and Newell Europe each
   had been acquired on January 1, 1993, are as follows:

                                               1994          1993
                                               ----          ----
                                     (In millions, except per share data)
        Net sales                           $2,455.5      $2,439.4
        Net income                             195.1         167.1
        Earnings per share                       1.24          1.06 
                                                               
        On December 31, 1992, the Company sold its closures business for
   a $210.0 million note receivable due and paid January 4, 1993.  The
   Company recognized a net pre-tax gain of $82.9 million on the sale. 
   Sales for this business totalled $160.6 million in 1992.

                                      42

<PAGE>





   3)   RESTRUCTURING COSTS

        In the year ended December 31, 1992, the Company recorded $20.9
   million in restructuring costs, of which $17.4 million was recorded in
   the fourth quarter.  The primary components of this charge included
   costs associated with the closing of a manufacturing facility and
   severance costs related to businesses acquired in transactions
   accounted for under the pooling-of-interests method.












































                                      43

<PAGE>



   4)   CREDIT ARRANGEMENTS

        The Company has foreign and domestic lines of credit with various
   banks and a commercial paper program which are available for short-
   term financing.  Under the line of credit arrangements, the Company
   may borrow up to $360.0 million (of which $267.4 million was available
   at December 31, 1994) based upon such terms as the Company and the
   respective banks have mutually agreed upon.

        In connection with $35.0 million of the line of credit facilities
   noted above, the Company has agreed to maintain compensating balances,
   generally at 2.5% of the credit facility.  Compensating balances are
   not restricted as to withdrawals and serve as part of the Company's
   minimum operating cash balances.

        The following is a summary of line of credit notes payable to
   banks:

                                             1994       1993        1992
                                             ----       ----        ----
                                                   (In millions)
        Notes payable to banks:
          Outstanding at year-end
             - borrowing                  $ 92.6     $ 50.3     $  65.0
             - average interest rate         6.0%       3.3%        3.9%
        Average for the year                    
             - borrowing                    21.5       37.3        42.9
             - average interest rate         4.9%       3.3%        3.9%
        Maximum borrowing outstanding
          during the year                  119.3      138.0       118.0

        In 1993, the Company began issuing commercial paper under a
   $400.0 million program, which was subsequently increased to $500.0
   million.  The revolving credit facilities, as described in note 5 to
   the consolidated financial statements, provide the committed backup
   liquidity required to issue commercial paper.  Three dealers were
   engaged to market the program.

        The following is a summary of commercial paper:

                                             1994       1993        1992
                                             ----       ----        ----
                                                   (In millions)
        Commercial paper: 
          Outstanding at year-end
          - borrowing                     $417.1     $138.7         N/A
          - average interest rate            6.0%       3.3%        N/A
        Average for the year            
          - borrowing                      324.8        4.4         N/A
          - average interest rate            4.4%       3.3%        N/A
        Maximum borrowing outstanding
          during the year                  479.0      138.7         N/A



                                      44

<PAGE>



   5)   LONG-TERM DEBT

        The following is a summary of long-term debt:

                                                   December 31,
                                            1994       1993        1992
                                            ----       ----        ----
                                                   (In millions)
        Medium-term notes                 $186.0     $153.0      $153.0
        Revolving Credit Agreement:
          Commercial paper                 300.0          -         N/A
          Loans payable to banks               -      100.0        30.0
        Other long-term debt                22.4       23.3        25.9
                                            -----      -----       -----
                                            508.4      276.3       208.9
         Current portion                    (99.4)     (58.2)      (32.0)
                                            -----      -----       -----
                                           $409.0     $218.1      $176.9
                                            =====      =====       =====

        The Company has a shelf registration statement covering up to
   $500.0 million of debt securities, of which $257.0 million was
   available for additional borrowings as of December 31, 1994.  Pursuant
   to the shelf registration, at December 31, 1994, the Company had
   outstanding $186.0 million (principal amount) of medium-term notes
   with maturities ranging from one to five years at an average rate of
   interest equal to 6.6%.  The fair value of these notes was $185.1
   million at December 31, 1994.  The Company had outstanding $153.0
   million on December 31, 1993 and 1992, and the fair value of these
   notes was $158.3 million at December 31, 1993 and $160.9 million at
   December 31, 1992.

        The Company entered into a three-year $300.0 million revolving
   credit agreement in August 1993, and a $100.0 million, 364-day
   revolving credit agreement in each of November 1993 and August 1994. 
   The November 1993 364-day revolving credit agreement was renewed for
   an additional 364 days.  Under these agreements, the Company may
   borrow, repay and reborrow funds in an aggregate amount up to $500.0
   million, at a floating interest rate.  At December 31, 1994, there
   were no borrowings under the revolving credit agreements.

        In lieu of borrowings under the credit agreements, the Company
   may issue up to $500.0 million of commercial paper.  The Company's
   revolving credit agreements referred to above provide the committed
   backup liquidity required to issue commercial paper.  Accordingly,
   commercial paper may only be issued up to the amount available under
   the Company's revolving credit agreements.  At December 31, 1994,
   $417.1 million (face or principal amount) of commercial paper was
   outstanding, all of which was supported by the revolving credit
   agreements.  The short-term portion of this balance was $117.1
   million, which is classified as notes payable.  The remaining $300.0
   million is classified as long-term debt under the three-year revolving
   credit agreement.


                                      45

<PAGE>



        The revolving credit agreements permit the Company to borrow
   funds using Syndicated loans (Base Rate loans or Eurodollar loans),
   Money Market loans (LIBOR Market loans or Set Rate loans) or
   Acceptance liabilities, 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 and a minimum
   Operating Income to Interest Expense Ratio, all capitalized terms as
   defined in these agreements.  As of December 31, 1994, the Company was
   in compliance with these agreements.

        The aggregate maturities of long-term debt outstanding at
   December 31, 1994, are as follows:

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

                       1995                  $ 99.4
                       1996                   358.2
                       1997                    33.5
                       1998                     1.5
                       1999                     7.6
                     Thereafter                 8.2
                                              -----
                                             $508.4
                                              =====





























                                      46

<PAGE>





   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 or to convert
   certain floating rate debt based on federal funds rates to floating
   rate debt based upon commercial paper rates.  As of December 31, 1994,
   the Company was party to one interest rate swap agreement which
   terminates in June 1996.  The agreement requires the Company to pay on
   a monthly basis the amounts by which the commercial paper rate exceeds
   the Federal Funds rate on $50.0 million of debt.

        The Company uses forward exchange contracts to hedge certain
   purchase commitments denominated in currencies other than the domestic
   currency (primarily Japanese yen and U.S. dollar for the Company's
   Canadian subsidiary).  The term of the currency derivatives is rarely
   more than one year.  The purpose of the Company's foreign currency
   hedging activities is to protect the Company from some of the risk of
   foreign currency fluctuations on foreign denominated purchases.

        As of December 31, 1994, the Company had contracts to buy 150
   million Japanese yen and the Company's Canadian subsidiary had several
   contracts to buy 7.3 million U.S. dollars.  The deferred unrealized
   gains and losses, based upon dealer quotes from hedging firm
   purchases, are not material.

        The Company is exposed to credit losses in the event of non-
   performance by the counterparties to its interest rate swap and
   foreign exchange contracts.  The Company anticipates, however, that
   counterparties will be able to satisfy fully their obligations under
   the contracts.  The Company does not obtain collateral or other
   security to support financial instruments subject to credit risk but
   monitors the credit standing of the counterparties.  The market value
   of all the Company's derivatives approximates its carrying value.














                                      47

<PAGE>





   7)   LEASES

        The Company leases manufacturing, distribution and office
   facilities, as well as transportation and data processing equipment
   under noncancellable leases which expire at various dates through the
   year 2007.

        Future minimum rental payments under noncancellable operating
   leases are as follows:

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

                                 1995                 $20.6
                                 1996                  16.7
                                 1997                  11.9
                                 1998                   7.8
                                 1999                   6.1
                              Thereafter               18.1
                                                       ----
                                                      $81.2
                                                       ====

        Total rental expense for all operating leases was approximately
   $31.8 million, $26.0 million and $18.9 million in 1994, 1993 and 1992,
   respectively.

























                                      48

<PAGE>





   8)   EMPLOYEE BENEFIT RETIREMENT PLANS

        The Company and its subsidiaries have noncontributory pension
   plans covering substantially all 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 additional amounts 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.  Total expense under all pension and
   profit sharing plans was  $8.5 million, $3.2 million and $1.7 million
   for the years ended December 31, 1994, 1993 and 1992, respectively.

        The net periodic pension cost components for the U.S. pension
   plans are as follows:

                                             1994       1993       1992
                                             ----       ----       ----
                                                   (In millions)
        Service cost-benefits earned           
          during the year                  $ 13.4     $  8.3     $  6.7
        Interest cost on projected
         benefit obligation                  31.3       27.3       26.2
        Actual return on assets             (31.3)     (42.7)     (20.8)
        Net amortization and
         other components                    (9.4)       6.8      (13.1)
                                            -----      -----      -----
           Total U.S. pension plan
            expense(income)                $  4.0     $  (.3)    $ (1.0)
                                            =====      =====      =====

        The principal actuarial assumptions used are as follows:

                                             1994       1993       1992
                                             ----       ----       ----
                                                     (In percent)
        Measurement of projected
         benefit obligation:
          Discount rate                        8%       7.25%      7.75%
          Long-term rate of
           compensation increase               5%          5%         5%

        Long-term rate of return on
         plan assets                           9%          9%         9%







                                      49

<PAGE>





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

<TABLE>
<CAPTION>
                                              Plans Whose            Plans Whose
                                                 Assets              Accumulated
                                                 Exceed                Benefits
                                              Accumulated               Exceed
                                                Benefits                Assets
                                              -----------            -----------
                                            1994      1993          1994      1993
                                            ----      ----          ----      ----
                                                         (In millions)
     Actuarial present value of
      benefit obligations:
        <S>                               <C>       <C>            <C>      <C>
        Vested                            $347.1    $352.1         $ 21.1   $ 18.3
        Nonvested                           12.0      13.3            4.8      5.3
                                           -----     -----          -----    -----
          Accumulated benefit
           obligation                      359.1     365.4           25.9     23.6

     Effect of projected future
      salary increases                      20.9      18.1            5.7      6.8
                                           -----     -----          -----    -----
          Projected benefit obligation     380.0     383.5           31.6     30.4

     Plan assets at market value
      (primarily common stock and
       fixed income investments)           469.2     448.0            6.1      4.1
                                           -----     -----          -----    -----
     Plan assets in excess of (less
      than) projected benefit obligation    89.2      64.5          (25.5)   (26.3)

     Unrecognized transition (net asset)
      obligation                           (13.5)    (11.2)           1.7      1.2

     Unrecognized net (gain)loss            (7.5)     11.6            5.1      5.5
                                           -----     -----          -----    -----
     Net pension asset (liability)
      recognized in the consolidated
      balance sheets                      $ 68.2    $ 64.9         $(18.7)  $(19.6)
                                           =====     =====          =====    =====
</TABLE>










                                      50

<PAGE>
   9)   RETIREE HEALTH CARE
        Several of the Company's subsidiaries currently provide retiree
   health care benefits for certain employee groups.  In 1992, the
   Company adopted SFAS No. 106, "Employers' Accounting for
   Postretirement Benefits Other than Pensions."  This standard requires
   that the expected cost of retiree health benefits be charged to
   expense during the years that the employees render service rather than
   the Company's past practice of recognizing these costs on a cash
   basis.  As part of adopting this standard, the Company recorded, in
   the first quarter of 1992, a one-time, non-cash charge against
   earnings of $71.7 million before taxes and $44.1 million after taxes,
   or $0.29 per share.  The Company had previously recorded $37.5 million
   relating to this liability.  This cumulative adjustment as of January
   1, 1992 represents the discounted present value of expected future
   retiree health benefits attributed to employees' service rendered
   prior to that date.  The effect of the change on 1992 net income
   before cumulative effect of accounting change was not material to any
   of the consolidated financial statements.

        The components of the net postretirement health care cost are as
   follows:

<TABLE>
<CAPTION>
                                                          1994    1993    1992
                                                            ----    ----    ----
                                                                (In millions)
          Service cost-benefits attributed
           <S>                                            <C>     <C>     <C>
           to service during the period                   $ 2.0   $ 1.1   $ 1.3
          Interest cost on accumulated
           postretirement benefit obligation                7.3     8.1     8.4
                                                            ---     ---     ---
             Net postretirement health care cost          $ 9.3   $ 9.2   $ 9.7
                                                            ===     ===     ===
</TABLE>

              A reconciliation of the accumulated postretirement benefit
   obligation to the liability recognized in the consolidated balance
   sheets is as follows:

<TABLE>
<CAPTION>
                                                         1994     1993     1992
                                                         ----     ----     ----
                                                                (In millions)
          Accumulated postretirement
           benefit obligation:
            <S>                                       <C>      <C>      <C>
            Retirees                                  $ (65.2) $ (73.0) $ (79.5)
            Fully eligible active plan participants      (6.0)    (5.2)    (8.2)
            Other active plan participants              (21.1)   (22.8)   (20.9)
                                                       ------   ------    -----
            Accumulated postretirement benefit  
             obligation                                 (92.3)  (101.0)  (108.6)
            Market value of assets                          -        -        -
                                                       ------   ------   ------
            Funded status                               (92.3)  (101.0)  (108.6)
            Unrecognized net(gain)                      (16.7)    (8.4)    (0.3)
                                                       ------   ------   ------
              Other Noncurrent Liability              $(109.0) $(109.4) $(108.9)
                                                       ======   ======   ======
</TABLE>

                                      51
<PAGE>





        The actuarial calculation assumes a 12% increase in the health
   care cost trend rate for fiscal year 1994.  The assumed rate decreases
   one percent every year through the sixth year to six percent 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 $6.0
   million and increase net periodic cost by $0.8 million.  The discount
   rate used in determining the accumulated postretirement benefit
   obligation was 8% in 1994, 7.25% in 1993 and 7.75% in 1992.










































                                      52

<PAGE>





   10)  STOCKHOLDERS' EQUITY AND PER SHARE DATA

        The Company's common stock consists of 300.0 million authorized
   shares, with a par value of $1 per share.  Of the total unissued
   common shares at December 31, 1994, total shares in reserve included
   10.1 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 power, 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 power, the Company were 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 under certain circumstances
   at any time after a group or person acquires 20% or more of the
   Company's voting power.

        The earnings per share amounts are computed based on the weighted
   average monthly number of shares outstanding during the year.  On
   September 1, 1994, a two-for-one split of the Company's common stock
   was effected in the form of a stock dividend of one share of stock on
   each share of stock outstanding at the close of business on August 15,
   1994.



                                      53

<PAGE>





        Accordingly, all share and per share data have been restated to
   retroactively reflect the stock split.  Common stock was credited $1
   and additional paid-in capital was charged a like amount for each
   share of stock issued pursuant to the stock split.
















































                                      54

<PAGE>





   11)  STOCK OPTIONS

        Under the terms of the Company's stock option plans, all options
   are granted at prices at least equal to the market value on the date
   of grant and expire five years, five years and ninety days, ten years,
   or ten years and one day thereafter.

        The following summarizes the changes in number of shares of
   common stock under option:

<TABLE>
<CAPTION>
                                                              Range of
                                          Number of             Per Share
                                           Shares             Option Prices
                                          ---------           -------------

     <S>                                 <C>               <C>     
     Outstanding at December 31, 1991     3,059,524         $ 3.84  - $21.75
       Stuart Hall Grants Assumed           229,110           3.88  -  10.35
       Intercraft Options Granted           400,000          18.00  -  18.00
       Granted                              333,200          19.95  -  24.44
       Exercised                         (1,433,622)          3.88  -  14.88
       Cancelled                            (35,332)          3.88  -  13.31
                                          ---------

     Outstanding at December 31, 1992     2,552,880           3.84  -  24.44
       Granted                              431,860          16.44  -  19.38
       Goody Grants Assumed                  53,210           8.63  -  15.16
       Exercised                           (881,428)          3.88  -  16.44
       Cancelled                            (74,322)         10.35  -  10.35
                                          ---------

     Outstanding at December 31, 1993     2,082,200           3.84  -  24.44
       Granted                              454,400          19.88  -  22.38
       Exercised                           (273,196)          3.84  -  19.19
       Cancelled                           (107,646)          7.34  -  21.75
                                          ---------

     Outstanding at December 31, 1994     2,155,758           3.84  -  24.44
                                          =========
</TABLE>


        Options outstanding on December 31, 1994, are exercisable at an
   average price of $19.11 and expire on various dates from January 22,
   1995 to November 1, 2004.

        At December 31, 1994, there were 7.9 million shares available for
   grant of future options.






                                      55

<PAGE>


   12)  INCOME TAXES

        During 1992, the Company adopted SFAS No. 109, "Accounting for
   Income Taxes."  The impact of adopting this standard was not material
   to any of the consolidated financial statements of the Company for
   1992.

        The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                     1994        1993        1992
                                                     ----        ----        ----
                                                               (In millions)
              Current:
                <S>                                  <C>         <C>         <C>
                Federal                              $  82.3     $  70.5     $ 104.0
                State                                   19.1        19.0        24.6
                Foreign                                  1.6         0.9         0.6
                                                      ------      ------      ------
                                                       103.0        90.4       129.2
              Deferred                                  30.7        19.8       (14.9)
                                                      ------      ------      ------
              Total                                  $ 133.7     $ 110.2     $ 114.3
                                                      ======      ======      ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                       1994        1993        1992
                                                        ----        ----        ----
                                                               (In millions)
              Deferred tax assets:
                Accruals, not currently
                 <S>                                 <C>         <C>         <C>
                 deductible for tax purposes         $  79.5     $  65.1     $  47.2
              Pension and postretirement accruals       44.9        48.0        43.3
              Insurance accruals                        14.1        11.3        10.3
              Inventory valuation                        6.2         2.1           -
              Other                                      3.0         2.2        12.2
                                                       -----       -----       -----
                                                       147.7       128.7       113.0
              Deferred tax liabilities:
                Accelerated depreciation               (37.1)      (26.3)      (24.9)
                Prepaid pension                        (24.2)      (24.5)      (20.7)
                Inventory valuation                        -           -        (9.9)
                Unrealized gain on
                 securities available for sale          (6.5)          -           -
                Amortizable intangibles                 (4.1)          -           -
              Other                                     (2.9)       (1.6)       (2.0)
                                                      ------      ------      ------
                                                       (74.8)      (52.4)      (57.5)
                                                      ------      ------      ------ 
              Net deferred tax asset                 $  72.9     $  76.3     $  55.5
                                                      ======      ======      ======
</TABLE>



                                      56

<PAGE>


<TABLE>
<CAPTION>
              The net deferred tax asset is classified in the consolidated balance sheets as follows:

                                                       1994        1993        1992
                                                       ----        ----        ----
                                                          (In millions)

              <S>                                    <C>         <C>         <C>
              Current deferred income taxes          $  90.1     $  73.5     $  39.0
              Noncurrent deferred income taxes:
                Included in Other Assets                   -         2.8        16.5
                Liability                              (17.2)          -           -
                                                      ------      ------      ------
                                                     $  72.9     $  76.3     $  55.5
                                                      ======      ======      ======
</TABLE>




































                                      57

<PAGE>

<TABLE>
<CAPTION>
              A reconciliation of the United States statutory rate to the effective income tax rate is as follows:

                                                       1994        1993        1992
                                                       ----        ----        ----
                                                               (In percent)
              <S>                                       <C>         <C>         <C>
              Statutory rate                            35.0%       35.0%       34.0%
              Add (deduct) effect of:
                State income taxes, net of
                 federal income tax effect               4.5         4.5         4.8
                Nondeductible goodwill charges           1.3         0.9         2.7
                Miscellaneous                           (0.2)       (0.4)       (0.3)
                                                        ----        ----        ----
              Effective rate                            40.6%       40.0%       41.2%
                                                        ====        ====        ====
</TABLE>

              No United States deferred taxes have been provided on
   undistributed non-United States subsidiary earnings of $30.5 million,
   which are considered to be permanently invested.

        The non-United States component of income before income taxes was
   $3.5 million in 1994 and $1.8 million in both 1993 and 1992.





























                                      58

<PAGE>





   13)  OTHER NONOPERATING EXPENSES(INCOME)

        Total other nonoperating expenses(income) consist of the
   following:

<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                               1994        1993         1992
                                               ----        ----         ----
                                                       (In millions)

          <S>                                 <C>         <C>          <C>
          Interest income                     $ (1.0)     $  (.9)      $ (2.5)

          Dividend income                      (12.6)      (12.9)       (14.1)

          Equity in earnings of
           American Tool Companies, Inc.        (5.7)       (3.8)        (3.4)

          Amortization of goodwill              15.4        10.1          6.7

          Net (gains)losses on:
            Sale of businesses                     -        (1.2)       (82.9)
            Stanley Works securities
             and other related costs               -           -         14.0
            Marketable equity securities        (0.4)          -         (8.6)

          Costs associated with legal
           settlements, prior acquisitions
           and other                             2.9         0.2         13.5

          Write-off of intangibles                 -           -         11.7
                                               -----       -----        -----
                                              $ (1.4)     $ (8.5)      $(65.6)
                                               =====       =====        =====
</TABLE>



















                                      59

<PAGE>





   14)  OTHER OPERATING INFORMATION

   INDUSTRY SEGMENTS

        Since the beginning of 1993, after the sale of its closures
   business on December 31, 1992, over 90% of the Company's revenues are
   derived from consumer products and, as such, the Company operates in a
   single industry segment.  Prior to 1993, the Company operated in two
   industry segments, Consumer Products and Industrial Products.

        Consumer Products are sold through a variety of retail and
   wholesale distribution channels.  Industrial Products were sold
   directly and through distributors.  Intersegment sales were not
   material.

<TABLE>
<CAPTION>
                         Consumer     Industrial     Corporate
                          Products      Products       & Other     Consolidated
                          --------     ----------     ----------   ------------
                                               (In millions)
          1992
          ----
    <S>                   <C>             <C>         <C>           <C>
    Net sales             $1,205.7        $246.0      $      -      $1,451.7         
    Operating income         209.7          27.6          (4.9)        232.4
    Total assets             679.9          51.2         838.5       1,569.6
    Depreciation and
     amortization expense     35.1           7.1          11.7          53.9
    Capital expenditures      61.2          13.4           3.0          77.6
</TABLE>


    GENERAL INFORMATION

        The Company's segment information necessarily includes
   allocations of expenses and assets shared by its segments.  Although
   such allocations were made on a reasonable basis, the assets and
   operating income do not necessarily reflect how such data might appear
   if the segments were operated as separate businesses.

        Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
   approximately 15% of consolidated sales in 1994, and 14% in both 1993
   and 1992.  Each of the other customers amounted to less than 10% in
   all three years.

        Export sales were less than 10% of consolidated sales in 1994,
   1993 and 1992.

        Total assets are those assets that are used in the Company's
   operations in each industry segment.  Corporate assets are located
   exclusively in the United States and consist principally of cash,
   marketable equity securities, goodwill and notes receivable.  Prior to
   the acquisition of Newell Europe, the Company operated principally in
   the North American geographic segment.

                                      60

<PAGE>





   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. 
   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.

        The Company and its subsidiaries are also involved in various
   matters concerning federal and state environmental laws and
   regulations, including seventeen 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 hazardous waste disposal sites under the Comprehensive
   Environmental Response, Compensation and Liability Act ("Superfund")
   and equivalent state laws.  In assessing its remediation 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; where applicable, the terms of existing
   cost sharing and other agreements; the ability of other PRPs to share
   in the payment of requisite costs; the Company's prior experience with
   environmental remediation; 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 party's status as a
   PRP is disputed.  Based on information currently available to it, the
   Company's estimate of remediation costs associated with these matters
   ranges between $12.5 million and $17.5 million.  As of December 31,
   1994, the Company had a reserve equal to $14.5 million for such
   remediation costs in the aggregate.  Insufficient information is
   available to the Company to permit it reasonably to reflect any
   unasserted claims in its reserve or cost estimates.  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.
















                                      61

<PAGE>






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

             None.


                                  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 10, 1995 ("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
   "Compliance with Forms 3, 4 and 5 Reporting Requirements," which
   information is hereby incorporated by reference herein.


   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
   1994; - Option Exercises in 1994; - Pension and Retirement Plans; and -
   Employment Security Agreements," and the caption "Executive
   Compensation Committee Interlocks and Insider Participation," which
   information is hereby incorporated by reference herein.


   Item 12.  Security Ownerships 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.


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

             Not Applicable.

                                      62

<PAGE>



                                   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, 1994, 1993 and 1992

                  Consolidated Balance Sheets - December 31, 1994, 1993
                  and 1992

                  Consolidated Statements of Cash Flows - Year Ended
                  December 31, 1994, 1993 and 1992

                  Consolidated Statements of Stockholders' Equity - Years
                  Ended December 31, 1994, 1993 and 1992

                  Notes to Consolidated Financial Statements - December
                  31, 1994, 1993 and 1992

                  (2) The following is a list of the consolidated
                  financial statement schedules of the Company included
                  in this report on Form 10-K which are filed herewith
                  pursuant to Item 14(d) and appear immediately preceeding
                  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

                  (1) Registrant filed a Report on Form 8-K dated October
                  18, 1994 reporting the issuance of a press release
                  announcing the completion of its purchase of Faber-
                  Castell Corporation.

                  (2) Registrant filed a Report on Form 8-K dated October
                  20, 1994 reporting the issuance of a press release
                  regarding the results for the quarter ended September
                  30, 1994.

                  (3) Registrant filed a Report on Form 8-K dated
                  November 30, 1994 reporting the issuance of a press
                  release announcing the completion of its purchase of
                  Corning's European consumer business.

                                      63

<PAGE>

                                         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 24, 1995

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

<TABLE>
<CAPTION>
          Pursuant to the requirements of the Securities Exchange Act of 1934, this
    report has been signed below on March 24, 1995, by the following persons on behalf
    of the Registrant and in the capacities indicated.

          Signature                                   Title
          ---------                                   -----
    <S>                                <S>
    /s/ William P. Sovey                Vice Chairman and Chief Executive Officer
    -----------------------------         (Principal Executive Officer)
        William P. Sovey

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

    /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)

    /s/ Daniel C. Ferguson              Chairman of the Board
    -----------------------------
        Daniel C. Ferguson

    /s/ William R. Cuthbert             Director
    -----------------------------
        William R. Cuthbert

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

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

    /s/ Robert L. Katz                  Director
    -----------------------------
        Robert L. Katz
                                     64
<PAGE>


    /s/ John J. McDonough               Director
    -----------------------------
        John J. McDonough

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

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

</TABLE>











































                                      65

<PAGE>

<TABLE>
<CAPTION>

                     SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                NEWELL CO. AND SUBSIDIARIES

     __________________________________________________________________________________
     <S>                  <C>                 <C>                 <C>          <C>          
     Column A             Column B            Column C            Column D     Column E
     --------             --------            --------            --------     --------
     __________________________________________________________________________________

</TABLE>


<TABLE>
<CAPTION>
                                              Additions
                                        -------------------------
                            Balance at  Charged to    Charged to                Balance at
                            Beginning   costs and  other accounts   Deductions      end
           Description      of Period    expenses        (A)           (B)      of period
           -----------      ----------  ---------- --------------   ----------  ----------
                              

                                                                  
     Allowance for
      doubtful accounts:

       Year ended
        <S>                    <C>        <C>          <C>           <C>          <C>
        December 31, 1994      $6,226     $2,780       $3,996        $(2,116)     $10,886

       Year ended
        December 31, 1993       5,577      2,068        1,420         (2,839)       6,226

       Year ended
        December 31, 1992       4,104      1,493        2,028         (2,048)       5,577

</TABLE>


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

     Note B - Represents accounts charged off.








                                      66

<PAGE>





                                     (C)  EXHIBIT INDEX

                          Exhibit       
                          Number           Description of Exhibit
                          -------          ----------------------


    Item 3.   Articles of   3.1   Restated Certificate of Incorporation
              Incorporation       of Newell Co., as amended as of November
              and By-Laws         3, 1994.

                            3.2   By-Laws of Newell Co., as amended through
                                  November 2, 1994.


    Item 4.   Instruments   4.1   Restated Certificate of Incorporation of
              defining the        Newell Co., as amended as of November 3,
              rights of           1994, is included in item 3.1.
              security 
              holders,            4.2  By-Laws of Newell Co., as amended through
              including           November 2, 1994, are included in Item 3.2.
              indentures
                            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 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
              Contracts           Investment Plan, as amended and 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").


                                      67

<PAGE>





                          Exhibit       
                          Number           Description of Exhibit
                          -------          ----------------------

                            *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 a.  Newell Operating Company's Deferred
                                  Compensation Plan, effective August 1,
                                  1980 (incorporated by reference to Exhibit
                                  10.7 to the Company's Registration
                                  Statement on Form S-14, File No. 2-71121,
                                  filed March 4, 1981 (the "1981 Form
                                  S-14")).

                                  b.  Amendment I to Newell Operating 
                                  Company's Deferred Compensation Plan,
                                  effective October 22, 1986 (incorporated
                                  by reference to Exhibit 10.5b to the
                                  Company's Annual Report on Form 10-K for
                                  the year ended December 31, 1986 (File No.
                                  0-7843 (the "1986 Form 10-K")).

                            *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).









                                      68

<PAGE>





                          Exhibit       
                          Number           Description of Exhibit
                          -------          ----------------------

                            *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  Securities Purchase Agreement dated
                                  June 21, 1985 between American Tool
                                  Companies, Inc. and the Company (incor-
                                  porated by reference to Exhibit 10.13
                                  to the 1985 Form 10-K).

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

                            10.11 Letter Agreement dated as of August 13,
                                  1991 between The Black & Decker Corpora-
                                  tion and the Company (incorporated by
                                  reference to Exhibit 1 to the Company's
                                  Statement on Schedule 13D dated
                                  August 22, 1991).

                            10.12 Standstill Agreement dated as of
                                  September 24, 1991 between The Black &
                                  Decker Corporation and the Company
                                  (incorporated by reference to Exhibit 3
                                  to Amendment No. 1 to the Company's
                                  Statement on Schedule 13D dated
                                  September 26, 1991 (the "Schedule 13D 
                                  Amendment")).






                                      69

<PAGE>





                          Exhibit       
                          Number           Description of Exhibit
                          -------          ----------------------

                            10.13 Receivables Sale Agreement dated
                                  September 6, 1991 among the Company,
                                  Asset Securitization Cooperative
                                  Corporation ("ASCC") and Canadian
                                  Imperial Bank of Commerce, as Adminis-
                                  trative Agent ("Canadian Imperial Bank")
                                  (incorporated by reference to Exhibit 4
                                  to the Schedule 13D Amendment).

                            10.14 Stock Purchase Agreement dated as of
                                  October 23, 1992 among CMB Holdings
                                  (USA), Inc., Anchor Hocking Corporation
                                  and the Company (incorporated by refer-
                                  ence to Exhibit 2 to the Company's
                                  Current Report on Form 8-K dated
                                  October 23, 1992).

                           *10.15 Newell Co. 1993 Stock Option Plan,
                                  effective February 9, 1993 (incorporated
                                  by reference to the Company's Registration
                                  Statement on Form S-8, File No. 33-67632,
                                  filed August 19, 1994).

                            10.16 Credit Agreement dated as of August 13,
                                  1993, amended and restated as of
                                  November 19, 1993, 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 10.18 to the
                                  Company's Annual Report on Form 10-K for
                                  the year ended December 31, 1993 (the "1993
                                  Form 10-K)).

                            10.17 Agreement and Plan of Merger dated
                                  August 2, 1993 among the Company, GPI
                                  Acquisition Co. and Goody Products, Inc.
                                  (incorporated by reference to Exhibit 1
                                  to Amendment No. 9 to the Company's State-
                                  ment on Schedule 13D dated August 5, 1993).

                            10.18 Form of Placement Agency Agreement relat-
                                  ing 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).

                                      70

<PAGE>





                          Exhibit       
                          Number           Description of Exhibit
                          -------          ----------------------

                            10.19 364-Day Credit Agreement dated as of
                                  November 19, 1993 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 10.21 to the 1993
                                  Form 10K).

                            10.20 364-Day Credit Agreement dated as of
                                  August 11, 1994 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.

    Item 21.  Subsidiaries  21.1  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



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














                                      71






<PAGE>

                                                              EXHIBIT 3.1

   Filed May 18, 1987 at 3:00 p.m.
   Delaware Secretary of State


                    RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                               NEW NEWELL CO.

        NEW NEWELL  CO., a corporation  organized and existing  under the
   laws of the State of Delaware, hereby certifies as follows:

             1.   The  name of  the corporation  is  NEW NEWELL  CO. (the
        "Corporation").   The date  of filing the  Corporation's original
        Certificate of Incorporation  with the Secretary of  State of the
        State of Delaware was February 23, 1987.

             2.   The  text of  the Certificate  of Incorporation  of the
        Corporation as amended or supplemented heretofore and herewith is
        hereby restated to read as herein set forth in full:

        FIRST:  the name of the Corporation is NEW NEWELL CO.

        SECOND:   The address of  the Corporation's registered  office in
   the State of Delaware  is 229 South State Street in the City of Dover,
   County of Kent.   The name  of the Corporation's  registered agent  at
   such address is United States Corporation Company.

        THIRD:  The purpose of the Corporation is to engage in any lawful
   act  or activity  for which  corporations may  be organized  under the
   General Corporation Law of Delaware.

        FOURTH:  The total  number of shares which the  Corporation shall
   have authority to issue is 56,000,000, consisting of 50,000,000
 shares
   of  Common Stock  of the par  value of  $1.00 per  share and 6,000,000
   shares  of Preferred  Stock, consisting  of 10,000 shares  without par
   value and  5,990,000 shares of the par value of  $1.00 per share.  The
   designations  and   the  powers,  preferences  and   rights,  and  the
   qualifications, limitations  and restrictions thereof, of  each of the
   classes of stock of the Corporation are as follows:

        A.   Common Stock.  Each holder of Common Stock shall be entitled
   to one (1) vote for each such share of Common Stock.

        B.   Preferred Stock.  The  Preferred Stock shall be issued  from
   time  to time  in  one or  more series  with  such distinctive  serial
   designations and (a) may have such voting powers,  full or limited, or
   may be without voting powers; (b) may be subject to redemption at such
   time or  times and  at such price  or prices; (c)  may be  entitled to
   receive  dividends (which may be  cumulative or noncumulative) at such
   rate or rates,  on such conditions, and at such  times, and payable in
   preference to, or  in such relation to,  the dividends payable on  any

                                    72
<PAGE>

   other  class or classes  of stock; (d)  may have such  rights upon the
   dissolution  of,  or  upon any  distribution  of  the  assets of,  the
   Corporation; (e)  may be made  convertible into, or  exchangeable for,
   shares  of any other class  or classes or  of any other  series of the
   same or any  other class or  classes of stock  of the Corporation,  at
   such  price or  prices or  at  such rates  of exchange  and with  such
   adjustments; and  (f) shall  have such other  relative, participating,
   optional  or  other  special rights,  qualifications,  limitations  or
   restrictions thereof, all as  shall hereafter be stated and  expressed
   in  the  resolution or  resolutions providing  for  the issue  of such
   Preferred Stock  from time to time  adopted by the  Board of Directors
   pursuant to authority so to do which is hereby expressly vested in the
   Board.

        C.   Increase  in Authorized  Shares.   The number  of authorized
   shares of  any class of stock  of the Corporation may  be increased by
   the affirmative  vote of  a majority of  the stock of  the Corporation
   entitled to vote thereon, without a vote by class or by series.

        FIFTH:   The name and mailing  address of the incorporator of the
   Corporation is as follows:

                      Name                      Address
           ------------------------   -------------------------

           Lori E. Simon . . . . . .  Schiff Hardin & Waite
                                      7200 Sears Tower
                                      Chicago, Illinois 60606

        SIXTH:   A.  The Board  of Directors shall be  divided into three
   classes (which  at all  times shall  be as nearly  equal in  number as
   possible).   The initial term of office of the first class ("Class I")
   shall expire at the  1988 annual meeting of stockholders,  the initial
   term of  office of the second  class ("Class II") shall  expire at the
   1989 annual meeting of stockholders, and the initial term of office of
   the third class ("Class  III") shall expire at the 1990 annual meeting
   of stockholders.   At each  annual meeting  of stockholders  following
   such  initial  classification,  directors  elected  to  succeed  those
   directors whose terms expire shall be elected for a term  of office to
   expire at  the third succeeding  annual meeting of  stockholders after
   their election.   The  foregoing notwithstanding, each  director shall
   serve  until his successor shall have been duly elected and qualified,
   unless he shall  cease to  serve by  reason of  death, resignation  or
   other cause.  If the  number of directors is changed, any  increase or
   decease shall be  apportioned among the classes so  as to maintain the
   number of directors in each class  as nearly equal as possible, but in
   no case shall a decrease  in the number of directors shorten  the term
   of any incumbent director.



                                   - 73 -


<PAGE>

        B.   The business and affairs of the Corporation shall be managed
   by or under the direction of the  Board of Directors, and the Board of
   Directors  shall  determine  the  rights, powers,  duties,  rules  and
   procedures that shall  affect the power  of the Board of  Directors to
   manage and direct the business and affairs of the Corporation.

        C.   Newly created  directorships resulting from  any increase in
   the authorized number  of directors or any  vacancies in the Board  of
   Directors resulting  from death,  resignation or  other  cause may  be
   filled only by a majority vote of the directors then in office, though
   less than a quorum, or by a sole remaining director.  Any  director so
   chosen shall hold office for a  term expiring at the annual meeting of
   stockholders at which the term of office of the  class to which he has
   been elected expires.

        D.   The  provisions  set forth  in paragraphs  A  and C  of this
   Article SIXTH are subject to the rights of the holders of any class or
   series  of stock  having  a preference  over the  Common  Stock as  to
   dividends  or upon  liquidation  to elect  additional directors  under
   specified circumstances as set  forth in this Restated  Certificate of
   Incorporation  or in a resolution  providing for the  issuance of such
   stock adopted by the  Board of Directors pursuant to  authority vested
   in it by this Restated Certificate of Incorporation.

        E.   In  addition to the voting requirements imposed by law or by
   any  other provision  of this  Restated Certificate  of Incorporation,
   this  Article SIXTH  may not  be amended, altered  or repealed  in any
   respect, nor may any provision inconsistent with this Article SIXTH be
   adopted, unless such action is approved by the affirmative vote of the
   holders  of at least 75%  of the total  voting power of  all shares of
   stock of the Corporation entitled to vote in the election of directors
   generally, considered for purposes of this Article SIXTH as one class.

        SEVENTH:   In  furtherance and  not in  limitation of  the powers
   conferred by  statute, the Board of Directors  is expressly authorized
   to make, alter or repeal the By-Laws of the Corporation.

        EIGHTH:   A.  Subject to  the rights of  holders of any  class or
   series  of stock  having a  preference  over the  Common  Stock as  to
   dividends  or upon  liquidation  to elect  additional directors  under
   specified  circumstances as set forth  in this Restated Certificate of
   Incorporation  or in a resolution  providing for the  issuance of such
   stock adopted by the  Board of Directors pursuant to  authority vested
   in it  by this Restated Certificate of  Incorporation, nominations for
   the election of directors may be made by the Board of Directors or  by
   a committee appointed by the Board of Directors, or by any stockholder
   entitled  to vote in the election of directors generally provided that
   such stockholder has given actual written notice of such stockholders'
   intent  to make such nomination or nominations to the Secretary of the


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<PAGE>

   Corporation not  later than (1) with respect to an election to be held
   at an annual meeting of stockholders, 90 days prior to the anniversary
   date of the immediately preceding annual meeting of  stockholders, and
   (2)  with respect to an  election to be  held at a  special meeting of
   stockholders for the election  of directors, the close of  business on
   the seventh day following (a) the date on which notice of such meeting
   is  first given  to  stockholders  or (b)  the  date  on which  public
   disclosure of such meeting is made, whichever is earlier. 

        B.  Each such  notice shall set forth:  (1)  the name and address
   of  the stockholder  who intends  to make  the  nomination and  of the
   person or  persons to  be nominated;  (2)   a representation that  the
   stockholder is a holder of record of stock of the Corporation entitled
   to vote at such meeting and intends to appear in person or by proxy at
   the meeting to nominate the person or persons specified in the notice;
   (3) a description of all arrangements or  understandings involving any
   two or  more of  the stockholders,  each such  nominee  and any  other
   person  or persons (naming such  person or persons)  pursuant to which
   the nomination or  nominations are to  be made  by the stockholder  or
   relating to the  Corporation or  its securities or  to such  nominee's
   service as a director if elected; (4) such other information regarding
   each nominee proposed by such  stockholder as would be required  to be
   included in a proxy statement filed pursuant to the proxy rules of the
   Securities and Exchange  Commission had the nominee been nominated, or
   intended to  be  nominated, by  the Board  of Directors;  and (5)  the
   consent  of each nominee to serve as  a director of the Corporation if
   so  elected. The chairman of the meeting may refuse to acknowledge the
   nomination of any  person not  made in compliance  with the  foregoing
   procedure.

        C.  In addition to  the voting requirements imposed by law  or by
   any  other provision  of this  Restated Certificate  of Incorporation,
   this  Article EIGHTH  may not be  amended, altered or  repealed in any
   respect, nor may any provision  inconsistent with this Article  EIGHTH
   be adopted, unless such action is  approved by the affirmative vote of
   the holders of at  least 75% of the total voting  powers of all shares
   of  stock  of the  Corporation  entitled to  vote  in the  election of
   directors generally, considered for purposes of this Article EIGHTH as
   one class.

        NINTH:  A.     Any action  required or  permitted to be  taken by
   the stockholders of the Corporation must be effected at  a duly called
   annual or special meeting  of stockholders of the Corporation  and may
   not be effected by any consent in writing by such stockholders.

        B.  In addition to  the voting requirements imposed by law  or by
   any  other provision  of this  Restated Certificate  of Incorporation,
   this  Article NINTH  may not be  amended, altered  or repealed  in any
   respect, nor may any provision inconsistent with this Article NINTH be


                                   - 75 -

<PAGE>

   adopted, unless such action is approved by the affirmative vote of the
   holders of  at least 75%  of the total voting  power of all  shares of
   stock of the Corporation entitled to vote in the election of directors
   generally, considered for purposes of this Article NINTH as one class.

        TENTH:   A.  Notwithstanding any other provision of this Restated
   Certificate of Incorporation and in  addition to any affirmative  vote
   which may  be otherwise  required,  no Business  Combination shall  be
   effected or consummated except as expressly provided in paragraph B of
   this Article TENTH, unless such Business Combination has been approved
   by the  affirmative vote of the holders of at  least 75% of the Voting
   Shares. 

        B.   The  provisions of  Article  TENTH shall  not apply  to  any
   Business Combination if:

             1.   The  Business  Combination  has  been   approved  by  a
        resolution adopted by a majority of those members of the Board of
        Directors who  are not Interested  Directors with respect  to the
        Business Combination; or 

             2.   All  of the following conditions have been met: (a) the
        aggregate  amount of the cash and the  Fair Market Value of Other
        Consideration  to be received for  each share of  Common Stock in
        the  Business Combination by holders thereof is not less than the
        higher  of:   (i)  the highest  per  share price  (including  any
        brokerage commissions, transfer  taxes, soliciting dealer's fees,
        dealer-management  compensation  and  similar  expenses)  paid or
        payable by an Interested  Party with an interest in  the Business
        Combination  to acquire  beneficial  ownership of  any shares  of
        Common  Stock within the two-year period immediately prior to the
        first public  announcement of  the proposed Business  Combination
        (the "Announcement Date"),  or (ii) the highest  market price per
        share  of the Common  Stock on the   Announcement Date  or on the
        date on which  the Interested Party  became an Interested  Party,
        whichever  is higher; (b) the consideration to be received in the
        Business Combination  by holders  of Common  Stock other  than an
        Interested  Party with  an interest  in the  Business Combination
        shall be either in cash or in the same form used by an Interested
        Party with an interest in the Business Combination to acquire the
        largest  number  of  shares  of  Common  Stock  acquired  by  all
        Interested Parties  with an interest in  the Business Combination
        from one or  more persons who are not  Interested Parties with an
        interest  in the Business Combination; and (c) at the record date
        for  the determination  of stockholders  entitled to vote  on the
        proposed  Business  Combination,  there  shall  be  one  or  more
        directors  of the  Corporation who  are not  Interested Directors
        with respect to the Business Combination.



                                   - 76 -

<PAGE>

        C.  For purposes of this Article TENTH.

             1.   An "Associate"  of a specified  person is  (a) a person
        that, directly or  indirectly (i) controls, is controlled  by, or
        is under common control  with, the specified person, (ii)  is the
        beneficial  owner of  10% or  more  of any  class  of the  equity
        securities of the  specified person, or (iii) has 10%  or more of
        any class  of its equity securities  beneficially owned, directly
        or  indirectly, by  the specified  person; (b) any  person (other
        than  the Corporation  or a  Subsidiary) of  which the  specified
        person is an officer, director, partner or other official and any
        officer,  director, partner  or other  official of  the specified
        person; (c) any  trust or  estate in which  the specified  person
        serves  as trustee  or in  a similar  fiduciary capacity,  or any
        trustee or similar fiduciary of the specified person; and (d) any
        relative  or spouse who has the same home as the specified person
        or who  is an officer or  director of any person  (other than the
        Corporation   or   a   Subsidiary),   directly   or   indirectly,
        controlling,  controlled  by or  under  common  control with  the
        specified person.  No director of the Corporation, however, shall
        be  deemed  to  be an  Associate  of any  other  director  of the
        Corporation  by  reason  of such  service  as  a  director or  by
        concurrence in any action of the Board of Directors.

             2.   "Beneficial Ownership"  of any  Voting Shares  shall be
        determined pursuant  to Rule 13d-3 under  the Securities Exchange
        Act  of 1934 as in effect on the date on which this Article TENTH
        is  approved by  the stockholders  of the  Corporation, provided,
        however,  that a  person shall  in any  event, be  the beneficial
        owner of any Voting Shares; (a) which such person, or any of such
        person's  Associates, beneficially owns,  directly or indirectly;
        (b)  which  such person  or  any  of  such  person's  Associates,
        directly or  indirectly, (i)  has the  right to  acquire (whether
        such right is exercisable immediately  or only after the  passage
        of time) pursuant to any agreement, arrangement or understanding;
        or  upon  the exercise  of  conversion  rights, exchange  rights,
        warrants or options; or pursuant to the power to revoke  a trust,
        discretionary account or other arrangement; or (ii) has or shares
        the power,  or has  the right to  acquire (whether such  right is
        exercisable  immediately or only  after the passage  of time) the
        exclusive or shared power, to vote or direct the vote pursuant to
        any  agreement, arrangement,  relationship  or understanding;  or
        pursuant to the power to revoke a trust, discretionary account or
        other arrangement; or (c)  which are beneficially owned, directly
        or  indirectly, by  any  other  person  with  which  such  first-
        mentioned  person or  any of  its Associates  has any  agreement,
        arrangement  or  understanding,  or  is acting  in  concert  with
        respect to acquiring, holding, voting or disposing of  any Voting
        Shares; provided,  however, that  no director of  the Corporation


                                   - 77 -

<PAGE>

        shall  be deemed to be acting in  concert with any other director
        of the Corporation by reason of such service as a  director or by
        concurrence in any action of the Board of Directors.

             3.   "Business Combination"  shall mean:  (a) any merger  or
        consolidation of the  Corporation or any Subsidiary  with or into
        any Interested Party or any Associate or an Interested Party; (b)
        any sale,  lease, exchange,  mortgage, pledge, transfer  or other
        disposition (in one or  a series of related transactions)  of all
        or  any  Substantial  Part  of the  Consolidated  Assets  of  the
        Corporation to or with  any Interested Party or any  Associate of
        an Interested  Party; (c) any issuance,  sale, exchange, transfer
        or other disposition by the Corporation or any Subsidiary (in one
        or a series  of related  transactions) of any  securities of  the
        Corporation  or any Subsidiary to or with any Interested Party or
        any Associate of an Interested Party; or (d) any spin-off, split-
        up, reclassification of  securities (including any reverse  stock
        split),   recapitalization,    reorganization,   liquidation   or
        dissolution of the  Corporation with any Subsidiary  or any other
        transaction involving the Corporation  or any Subsidiary (whether
        or  not with or otherwise involving an Interested Party) that has
        the   effect,  directly   or   indirectly,   of  increasing   the
        proportionate interest  of any Interested Party  or any Associate
        of an Interested Party in the  equity securities or assets of the
        Corporation or any Subsidiary.

             4.  "Fair Market Value" means: (a) in the case of stock, the
        average closing  sale price during the  30-day period immediately
        preceding the  date in question of  a share of such  stock on the
        Composite Tape for the New York Stock Exchange Listed Stocks, or,
        if such stock is not quoted on the Composite Tape on the New York
        Stock Exchange, or, if such stock is not listed on such exchange,
        on the  principal  United States  securities exchange  registered
        under the Securities Exchange  Act of 1934 on which such stock is
        listed, or, if such stock is not listed on any such exchange, the
        average closing bid  quotation with  respect to a  share of  such
        stock during the 30-day period  immediately preceding the date in
        question on the National  Association of Securities Dealers, Inc.
        Automated Quotation  System or any  system then in  use, provided
        that, if  no such  prices or  quotations are  available, or  if a
        majority of those members  of the Board of Directors who  are not
        Interested  Directors with  respect  to the  Business Combination
        determine  that such prices  or quotations do  not represent fair
        market  value, the  Fair  Market Value  of  such stock  shall  be
        determined  pursuant to clause (b) below; and  (b) in the case of
        property other than cash or  stock, or in the case of stock as to
        which  Fair Market Value is not determined pursuant to clause (a)
        above,  the  Fair  Market  Value  on  the  date  in  question  as
        determined  by  a  majority of  those  members  of  the Board  of


                                   - 78 -

<PAGE>

        Directors who  are not Interested  Directors with respect  to the
        Business  Combination.   In  making any  such determination,  the
        Board of Directors may, but shall not be  required to, engage the
        services of an Investing Banking Firm.

             5.   "Interested Director" shall  mean each director  of the
        Corporation who (a) is an Interested  Party or an Associate of an
        Interested  Party;  (b) has  an  Associate who  is  an Interested
        Party; (c) was nominated or proposed to be elected  as a director
        of the Corporation  by an Interested Party or  an Associate of an
        Interested Party; or (d) is, or has been nominated or proposed to
        be  elected as, an officer, director or employee of an Interested
        Party or of an Associate of an Interested Party.

             6.   "Interested Party"  shall mean  any person  (other than
        the  Corporation or a  Subsidiary) that is  the beneficial owner,
        directly or indirectly, of 5% or more of the Voting Shares (a) in
        connection with determining the  required vote by stockholders on
        any Business Combination, as  of any of the following  dates: the
        record  date for  the determination  of stockholders  entitled to
        notice  of or to vote on such Business Combination or immediately
        prior to the consummation of any such Business Combination or the
        adoption  by the Corporation of any plan or proposal with respect
        thereto; (b) in connection with  determining the required vote by
        stockholders  on  any  amendment,  alteration or  repeal  of,  or
        adoption  of a  provision inconsistent  with, this  Article TENTH
        pursuant to paragraph E  of this Article TENTH, as  of the record
        date for the determination of stockholders entitled to notice and
        to  vote on  such amendment,  alteration, repeal  or inconsistent
        provision;  and  (c) in  connection  with  determining whether  a
        director  is   an  "Interested   Director"  in  respect   of  any
        determination  made  by  the   Board  of  Directors  pursuant  to
        paragraph D  of this Article TENTH,  as of the date  at which the
        vote on such recommendation or determination is being undertaken,
        or as close as is reasonably practicable to such date.

             7.   An "Investment Banking  Firm" shall mean  an investment
        banking firm that  has not  previously been  associated with  any
        Interested Party  with an  interest in the  Business Combination,
        which  is  selected  by  a  majority  of  the  directors  of  the
        Corporation who are  not Interested Directors with respect to the
        Business Combination, engaged solely on  behalf of the holders of
        Common  Stock other than  Interested Parties with  an interest in
        the  Business  Combination, and  paid  a reasonable  fee  for its
        services.

             8.   "Other    Consideration"    shall   include    (without
        limitation)  Common Stock  and/or  any other  class or  series of
        stock  of  the  Corporation   retained  by  stockholders  of  the


                                   - 79 -

<PAGE>

        Corporation in the event  of a Business Combination in  which the
        Corporation is the surviving corporation.

             9.   A  "Person"  shall  include  (without  limitation)  any
        natural person, corporation, partnership, trust or  other entity,
        organization or association, or any two or more persons acting in
        concert or as a syndicate, joint venture or group.

             10.  "Subsidiary"  shall  mean any  corporation  of which  a
        majority  of any class of equity securities is owned, directly or
        indirectly,  by the  Corporation;  provided,  however,  that  for
        purposes  of  paragraph  C.6  of  this  Article  TENTH, the  term
        "Subsidiary" shall mean only a corporation of which a majority of
        each class of equity securities is owned, directly or indirectly,
        by the Corporation.

             11.  "Substantial Part of  the Consolidated  Assets" of  the
        Corporation  shall  mean assets  of  the  Corporation and/or  any
        Subsidiary  having a  book value  (determined in  accordance with
        generally accepted accounting principles) in excess of 10% of the
        book  value (determined  in  accordance with  generally  accepted
        accounting principles)  of the  total consolidated assets  of the
        Corporation and  all  Subsidiaries  which  are  consolidated  for
        public  financial reporting  purposes,  at the  end  of its  most
        recent quarterly  fiscal  period ending  prior  to the  time  the
        determination   is  made  for   which  financial  information  is
        available.

             12.  "Voting Shares"  shall mean  the outstanding  shares of
        all classes of stock of the Corporation  entitled to vote for the
        election of directors generally,  considered for purposes of this
        Article TENTH as one class.  "Voting Shares" shall include shares
        deemed  owned  by any  Interested Party  or  any Associate  of an
        Interested  Party through  application of  paragraph C.2  of this
        Article TENTH, but shall  not include any other shares  which may
        be  issuable based upon a  right to acquire  such shares (whether
        such right is  exercisable immediately or only  after the passage
        of time) pursuant to any agreement, arrangement or understanding,
        or  upon  the exercise  of  conversion  rights, exchange  rights,
        warrants or options, or pursuant to  the power to revoke a trust,
        discretionary account, or other arrangement or otherwise.

        D.   A  majority of those members  of the Board  of Directors who
   are not Interested Directors with respect to the Business  Combination
   shall have  the power  and duty  to interpret  the provisions of  this
   Article TENTH  and to make  all determinations  to be made  under this
   Article  TENTH.   Any  such interpretation  or determination  shall be
   conclusive and binding for all purposes of this Article TENTH.



                                   - 80 -

<PAGE>

        E.   In  addition to the voting requirements imposed by law or by
   any other provision of this Restated Certificate of Incorporation, the
   provisions set forth in this Article TENTH may not be amended, altered
   or  repealed in any respect,  nor may any  provision inconsistent with
   this Article TENTH be  adopted, unless such action is  approved by the
   affirmative vote of the holders of at least 75% of the Voting Shares.

        F.   Nothing contained  in this Article TENTH  shall be construed
   to relieve  any Interested Party from any fiduciary obligation imposed
   by law.

        ELEVENTH:    Except  as   otherwise  provided  in  this  Restated
   Certificate  of  Incorporation,  the  Board of  Directors  shall  have
   authority to authorize  the issuance,  from time to  time without  any
   vote or  other action  by the  stockholders, of any  or all  shares of
   stock  of the  Corporation of  any class at  any time  authorized, any
   securities  convertible into  or exchangeable for  any such  shares so
   authorized, and  any warrant, option  or right to  purchase, subscribe
   for or otherwise  acquire, shares of stock  of the Corporation of  any
   class at any  time authorized, in  each case to  such persons and  for
   such consideration and on  such terms as  the Board of Directors  from
   time to  time  in its  discretion  lawfully may  determine;  provided,
   however, that the consideration for the issuance of shares of stock of
   the  corporation having  par value  shall not  be less  than such  par
   value.   Stock so issued, for which the consideration has been paid to
   the Corporation, shall  be fully paid  stock, and the holders  of such
   stock shall not be liable to any further call or assessments thereon.

        TWELFTH:   No holder of stock of  any class of the Corporation or
   of any security convertible  into, or of any warrant, option  or right
   to purchase, subscribe for or otherwise acquire, stock of any class of
   the  Corporation, whether now or  hereafter authorized, shall, as such
   holder, have  any pre-emptive right whatsoever  to purchase, subscribe
   for or otherwise acquire, stock of any class of the Corporation or any
   security  convertible  into,  or  any  warrant,  option  or  right  to
   purchase,  subscribe for or otherwise  acquire, stock of  any class of
   the Corporation, whether now or hereafter authorized.

        THIRTEENTH:     Anything   herein  contained   to   the  contrary
   notwithstanding, any and all  right, title, interest, and claim  in or
   to  any  dividends declared,  or  other  distributions  made,  by  the
   Corporation, whether in cash, stock  or otherwise, which are unclaimed
   by the stockholder entitled  thereto for a  period of six years  after
   the close of business on  the payment date, shall be and  be deemed to
   be extinguished and abandoned;  and such unclaimed dividends or  other
   distributions  in  the possession  of  the  Corporation, its  transfer
   agents or other agents or depositaries, shall at  such time become the
   absolute property of  the Corporation, free  and clear of any  and all
   claims of any persons whatsoever.


                                   - 81 -

<PAGE>

        FOURTEENTH:  A.   The Corporation shall indemnify any  person who
   was  or  is a  party  or is  threatened  to  be made  a  party to  any
   threatened, pending  or completed action, suit  or proceeding, whether
   civil, criminal, administrative or investigative (other than an action
   by or in the right of  the Corporation) by reason of the fact  that he
   is  or  was or  has agreed  to  become a  director or  officer  of the
   Corporation,  or  is or  was serving  or has  agreed  to serve  at the
   request  of  the  Corporation as  a  director  or  officer of  another
   Corporation, partnership, joint venture, trust or other enterprise, or
   by reason of any action alleged to  have been taken or omitted in such
   capacity,  against   costs,  charges  and  other  expenses  (including
   attorneys'  fees) ("Expenses"),  judgments, fines  and amount  paid in
   settlement  actually and reasonably incurred by him in connection with
   such action, suit or proceeding and any appeal thereof if  he acted in
   good faith  and in  a manner he  reasonably believed to  be in  or not
   opposed  to the best interests of the Corporation, and with respect to
   any  criminal action or proceeding, had no reasonable cause to believe
   his conduct  was unlawful.   The  termination of  any action,  suit or
   proceeding by judgment, order, settlement, conviction, or plea of nolo
   contendere  or  its  equivalent,  shall  not,   of  itself,  create  a
   presumption that the person did not act in good faith  and in a manner
   which  he reasonably  believed to  be in  or not  opposed to  the best
   interests of the Corporation, and, with respect to any criminal action
   or  proceeding, had reasonable cause  to believe that  his conduct was
   unlawful.   For purposes  of this Article,  "serving or  has agreed to
   serve at  the request of the  Corporation as a director  or officer of
   another  corporation,  partnership,  joint  venture,  trust  or  other
   enterprise" shall include  any service by a director or officer of the
   Corporation as a  director, officer, employee,  agent or fiduciary  of
   such  other Corporation,  partnership, joint  venture, trust  or other
   enterprise,  or  with respect  to any  employee  benefit plan  (or its
   participants or beneficiaries)  of the Corporation  or any such  other
   enterprise.

        B.   The Corporation shall indemnify  any person who was or  is a
   party or is  threatened to be made a party  to any threatened, pending
   or completed  action or suit by or in the  right of the Corporation to
   procure  a judgment in its favor  by reason of the fact  that he is or
   was or has  agreed to become a director or  officer of the Corporation
   or  is or was  serving or has  agreed to  serve at the  request of the
   Corporation  as   a  director  or  officer   of  another  Corporation,
   partnership,  joint venture, trust or other enterprise or by reason of
   any action  alleged to  have been taken  or omitted  in such  capacity
   against Expenses actually and reasonably incurred by him in connection
   with the investigation, defense  or settlement of such action  or suit
   and  any appeal thereof if  he acted in good faith  and in a manner he
   reasonably  believed to be in or not  opposed to the best interests of
   the  Corporation and except that  no indemnification shall  be made in
   respect of  any claim, issue or  matter as to which  such person shall


                                   - 82 -

<PAGE>

   have been  adjudged to be liable to the Corporation unless and only to
   the  extent that  the Court of  Chancery of  Delaware or  the court in
   which such action or suit was brought shall determine upon application
   that, despite the  adjudication of liability  but in view  of all  the
   circumstances of  the  case,  such person  is  fairly  and  reasonably
   entitled to indemnify for such Expenses which the Court of Chancery of
   Delaware or such other court shall deem proper.

        C.   To  the extent that any person referred to in paragraphs (A)
   or (B) of this Article has been successful on the merits or otherwise,
   including,  without limitation,  the  dismissal of  an action  without
   prejudice,  in defense of any  action, suit or  proceeding referred to
   therein or  in defense of any claim, issue or matter therein, he shall
   be indemnified  against Expenses  actually and reasonably  incurred by
   him in connection therewith.

        D.   Any  indemnification under  paragraphs  (A) or  (B) of  this
   Article (unless ordered  by a court) shall be made  by the Corporation
   only  as authorized  in the  specific case  upon a  determination that
   indemnification  of  the  director   or  officer  is  proper   in  the
   circumstances because  he has met  the applicable standard  of conduct
   set forth  in paragraphs (A) or (B).  Such determination shall be made
   (i) by  the board  of directors  by a  majority vote  of a  quorum (as
   defined in the By-Laws of the Corporation) consisting of directors who
   were not parties to such  action, suit or proceeding, or (ii)  if such
   quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
   disinterested directors  so directs, by independent legal counsel in a
   written opinion, or (iii) by the stockholders.

        E.   Expenses incurred  in defending a civil  or criminal action,
   suit or  proceeding shall be paid by the Corporation in advance of the
   final disposition of such  action, suit or proceeding and  appeal upon
   receipt by  the Corporation of an  undertaking by or on  behalf of the
   director or officer  to repay  such amount if  it shall ultimately  be
   determined   that  he  is  not  entitled  to  be  indemnified  by  the
   Corporation.

        F.   The  determination  of  the  entitlement of  any  person  to
   indemnification  under paragraphs (A), (B) or (C) or to advancement of
   Expenses under paragraph (E)  of this Article shall be  made promptly,
   and  in any event within 60 days  after the Corporation has received a
   written request for payment from or on behalf of a director or officer
   and  payment  of  amounts  due  under  such  sections  shall  be  made
   immediately  after  such determination.    If no  disposition  of such
   request is made within  said 60 days or if  payment has not been  made
   within 10 days  thereafter, or if such request is  rejected, the right
   to indemnification or advancement of Expenses provided by this Article
   shall be enforceable by or on behalf of the director or officer in any
   court of competent jurisdiction.  In addition to the other amounts due


                                   - 83 -

<PAGE>

   under this Article, Expenses incurred by or on behalf of a director or
   officer in  successfully establishing his right  to indemnification or
   advancement of Expenses,  in whole or in part, in  any such action (or
   settlement thereof) shall be paid by the Corporation.

        G.   The indemnification and advancement  of Expenses provided by
   this Article  shall not  be deemed  exclusive of  any other  rights to
   which those seeking indemnification or advancement of Expenses may  be
   entitled under  any law (common or statutory), By-Law, agreement, vote
   of stockholders  or disinterested directors  or otherwise, both  as to
   action in his official capacity  and as to action in  another capacity
   while  holding  such  office, or  while  employed  by or  acting  as a
   director or  officer of the Corporation or as a director or officer of
   another  corporation,  partnership,  joint  venture,  trust  or  other
   enterprise, and shall continue  as to a person who has  ceased to be a
   director or  officer and  shall inure  to  the benefit  of the  heirs,
   executors and administrators  of such a  person.  Notwithstanding  the
   provisions of  this Article, the  Corporation shall indemnify  or make
   advancement of Expenses to any person referred to in paragraphs (A) or
   (B) of this  Article to the  full extent permitted  under the laws  of
   Delaware and any  other applicable laws, as they now  exist or as they
   may be amended in the future.

        H.   All rights to  indemnification and  advancement of  Expenses
   provided by  this Article shall be deemed to be a contract between the
   Corporation  and each  director  or  officer  of the  Corporation  who
   serves, served  or has  agreed to  serve in such  capacity, or  at the
   request  of  the  Corporation  as   director  or  officer  of  another
   corporation, partnership, joint venture, trust or other enterprise, at
   any  time  while  this Article  and  the  relevant  provisions of  the
   Delaware  General Corporation Law or other applicable law, if any, are
   in effect.  Any repeal or modification of this Article,  or any repeal
   or  modification  of  relevant  provisions  of  the  Delaware  General
   Corporation Law  or any  other applicable  law, shall  not in any  way
   diminish any  rights to indemnification of or  advancement of Expenses
   to such director or officer or the obligations of the Corporation.

        I.   The Corporation  shall have  power to purchase  and maintain
   insurance  on behalf of  any person  who is  or was  or has  agreed to
   become a  director or officer of the Corporation, or is or was serving
   or has agreed to serve at the request of the Corporation as a director
   or officer  of another corporation, partnership,  joint venture, trust
   or  other enterprise, against  any liability asserted  against him and
   incurred by him in any such capacity, or  arising out of his status as
   such, whether or not the Corporation would have the power to indemnify
   him against such liability under the provisions of this Article.

        J.   The  Board  of  Directors  may, by  resolution,  extend  the
   provisions  of   this  Article  pertaining   to  indemnification   and


                                   - 84 -

<PAGE>

   advancement  of Expenses to  any person  who was or  is a  party or is
   threatened to be made a party  to any threatened, pending or completed
   action,  suit or proceeding by reason of the fact that he is or was or
   has   agreed  to  become  an  employee,  agent  or  fiduciary  of  the
   Corporation or is or was serving or has agreed to serve at the request
   of  the  Corporation  as  a  director,  officer,  employee,  agent  or
   fiduciary of another corporation, partnership, joint venture, trust or
   other enterprise or with respect to any  employee benefit plan (or its
   participants or  beneficiaries) of the  corporation or any  such other
   enterprise.

        K.   The invalidity or unenforceability  of any provision of this
   Article shall  not  affect  the  validity  or  enforceability  of  the
   remaining provisions of this Article.

        FIFTEENTH:    No  person  who  was  or  is  a  director  of  this
   Corporation  shall  be personally  liable  to the  Corporation  or its
   stockholders  for monetary damages for  breach of fiduciary  duty as a
   director, except for liability  (i) for breach of the duty  of loyalty
   to the Corporation or its stockholders; (ii) for acts or omissions not
   in  good faith  or  which involve  intentional  misconduct or  knowing
   violation  of law;  (iii) under  Section 174  of the  Delaware General
   Corporation Law; or (iv)  for any transaction from which  the director
   derived  an  improper  personal  benefit.   If  the  Delaware  General
   Corporation Law is amended after the effective date of this Article to
   further  eliminate or  limit, or to  authorize further  elimination or
   limitation  of, the  personal  liability of  directors  for breach  of
   fiduciary  duty  as  a director,  then  the  personal  liability of  a
   director to this Corporation  or its stockholders shall  be eliminated
   or  limited to  the  full extent  permitted  by the  Delaware  General
   Corporation  Law,  as  so amended.    For  purposes  of this  Article,
   "fiduciary duty  as  a  director" shall  include  any  fiduciary  duty
   arising  out of  serving  at  the request  of  this Corporation  as  a
   director of another corporation,  partnership, joint venture, trust or
   other  enterprise, and  "personally liable  to the  Corporation" shall
   include any  liability to  such other Corporation,  partnership, joint
   venture,  trust  or  other  enterprise,  and  any  liability  to  this
   Corporation  in  its capacity  as a  security holder,  joint venturer,
   partner, beneficiary, creditor  or investor  of or in  any such  other
   corporation, partnership, joint venture, trust or other enterprise.

        Any  repeal or  modification of  the foregoing  paragraph by  the
   stockholders  of  this  Corporation  shall not  adversely  affect  the
   elimination  or limitation of the personal liability of a director for
   any act  or omission  occurring prior  to the  effective date of  such
   repeal or modification.   This provision shall not eliminate  or limit
   the liability of a director for any act or omission occurring prior to
   the effective date of this Article.



                                   - 85 -

<PAGE>

        SIXTEENTH:   Whenever  a  compromise or  arrangement is  proposed
   between this Corporation and its creditors or any class of them and/or
   between  this Corporation and its  stockholders or any  class of them,
   any  court of equitable jurisdiction within the State of Delaware may,
   on  the application  in a summary  way of  this Corporation  or of any
   creditor  or stockholder thereof or on the application of any receiver
   or  receivers appointed for  this Corporation under  the provisions of
   section 291 of Title 8 of the  Delaware Code or on the application  of
   trustees  in dissolution or of any receiver or receivers appointed for
   this Corporation under the provisions of section 279 of Title 8 of the
   Delaware Code  order a meeting of the creditors or class of creditors,
   and/or   of  the  stockholders  or  class   of  stockholders  of  this
   Corporation, as the case may be, to be summoned  in such manner as the
   said  court  directs.   If a  majority  in number  representing three-
   fourths in value of the creditors or class of creditors, and/or of the
   stockholders or class of stockholders of this Corporation, as the case
   may   be,  agree  to  any   compromise  or  arrangement   and  to  any
   reorganization of  this Corporation as consequence  of such compromise
   or  arrangement,  the said  compromise  or  arrangement and  the  said
   reorganization shall, if  sanctioned by  the court to  which the  said
   application has been made, be binding on all the creditors or class of
   creditors,  and/or on all the stockholders or class of stockholders of
   this Corporation, as the case may be, and also this Corporation.

        SEVENTEENTH:  The Corporation reserves the right to amend, alter,
   change or repeal any provision contained in this Restated  Certificate
   of  Incorporation, in  the  manner  now  or  hereafter  prescribed  by
   statute, and  all rights  conferred upon  the stockholders  herein are
   granted subject to this reservation.

        Notwithstanding  the  foregoing,  the  provisions  set  forth  in
   Articles SIXTH, EIGHTH, NINTH,  and TENTH may not be  amended, altered
   or repealed in any respect nor may any provision inconsistent with any
   of such Articles be adopted unless such  amendment, alteration, repeal
   or  inconsistent provision  is  approved  as  specified in  each  such
   respective Article.

        3.   This   Restated  Certificate   of  Incorporation   was  duly
   authorized by a resolution duly adopted and approved by consent of the
   sole Director, dated as of May 1, 1987, the Corporation not yet having
   received  payment for  any  of  its  stock,  in  accordance  with  the
   provisions of Section 241  and Section 245 of the  General Corporation
   Law of the State of Delaware.

        IN  WITNESS WHEREOF,  New  Newell Co.  has  caused this  Restated
   Certificate of Incorporation to be signed by William T. Alldredge, its






                                   - 86 -

<PAGE>

   Vice  President-Finance,  and  attested   by  Roland  E.  Knecht,  its
   Secretary this 18th day of May, 1987.

                                      NEW NEWELL CO.

                                      William T. Alldredge
                                       Vice President-Finance
   ATTEST:

   Roland E. Knecht
     Secretary






































                                   - 87 -

<PAGE>

   Filed June 23, 1987 at 9:01 a.m. 
   877174060 Delaware Secretary of State


   CERTIFICATE OF  DESIGNATIONS AS  TO THE  RESOLUTION PROVIDING FOR  THE
   POWERS DESIGNATION, PREFERENCES  AND RELATIVE, PARTICIPATING, OPTIONAL
   OR OTHER  RIGHTS, AND THE QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS
   THEREOF, AS ARE NOT  STATED AND EXPRESSED IN THE  RESTATED CERTIFICATE
   OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 

                         CUMULATIVE PREFERRED STOCK

                            ($2,000 Stated Value)

                                     of
                                     --

                               NEW NEWELL CO.

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

                       Pursuant to Section 151 of the
              General Corporation Law of the State of Delaware

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

        The undersigned DOES HEREBY CERTIFY that the following resolution
   was duly  adopted by the written  consent of the sole  director of New
   Newell Co., a Delaware corporation, on May 18, 1987:

        RESOLVED by the Board of Directors of New Newell  Co., a Delaware
   corporation (the "Corporation"), that, pursuant to authority expressly
   granted  to it  by the  Restated Certificate  of Incorporation  of the
   Corporation,  a total of 7,500  shares of the  preferred stock without
   par value,  of the Corporation are hereby  respectively constituted as
   Series  1 Cumulative  Preferred Stock,  Series 2  Cumulative Preferred
   Stock,  Series  3  Cumulative  Preferred Stock,  Series  4  Cumulative
   Preferred  Stock  and Series  5  Cumulative Preferred  Stock,  with an
   aggregate stated  value of $15,000,000 (hereinafter called "Cumulative
   Preferred Stock").   Each  series of such  Cumulative Preferred  Stock
   shall  consist  of 1,500  shares, with  a stated  value of  $2,000 per
   share.  Shares of Cumulative Preferred Stock shall be issued only upon
   effectiveness of the merger of Newell Co., a Delaware corporation, and
   Newell  Acquisition  Corp., a  Delaware  corporation and  wholly-owned
   subsidiary of the Corporation (the "Merger").  The preferences and the
   relative,  participating, optional  and  other special  rights of  the
   shares   of  Cumulative  Preferred   Stock  and   the  qualifications,
   limitations or restrictions thereof, shall be as follows:

        1.  CUMULATIVE DIVIDENDS.  (a) The holders of record of shares of
   each  series  of  Cumulative  Preferred Stock  shall  be  entitled  to
   receive, when and as declared  by the Board of Directors out  of funds

<PAGE>

   legally available for the payment  thereof, cumulative cash  dividends
   at  the rate  specified in  subsection (b)  below, and  no more.   The
   holders  of shares of Cumulative Preferred Stock shall not be entitled
   to any dividends  other than the  cash dividends provided for  in this
   section.   Dividends  shall accrue  daily from  the date  of issuance,
   whether or not earned or declared,  and shall be payable quarterly  on
   such dates  as the Board of Directors may from time to time determine.
   The  dividends  shall be  in preference  to  dividends upon  any stock
   (including common  stock) of  the Corporation  ranking  junior to  the
   Cumulative  Preferred Stock as to  dividends.  If  the Corporation has
   not  paid full dividends upon the shares of Cumulative Preferred Stock
   for any preceding quarter,  the Corporation shall declare and  pay the
   amount for payment, before  declaring or paying any cash  dividends on
   the  common stock of the Corporation.  Accrued dividends on Cumulative
   Preferred Stock shall not bear interest.

        (b)   The dividend rate  for each series  of Cumulative Preferred
   Stock is as follows:

             (i)   For Series 1, cash  dividends shall accrue at the rate
        of $100 per share per annum until September 24, 1989, after which
        time the rate shall be $160 per share per annum.

             (ii)  For Series 2, cash  dividends shall accrue at the rate
        of $100 per share per annum until September 24, 1990, after which
        time the rate shall be $160 per share per annum.

             (iii)  For Series 3, cash dividends shall accrue at the rate
        of $100 per share per annum until September 24, 1991, after which
        time the rate shall be $160 per share per annum.

             (iv)  For Series 4, cash dividends shall accrue at the  rate
        of $100 per share per annum until September 24, 1992, after which
        time the rate shall be $160 per share per annum.

             (v)  For Series 5,  cash dividends shall accrue at the  rate
        of $100 per share per annum until September 24, 1993, after which
        time the rate shall be $160 per share per annum.

        2.  LIQUIDATION.  (a)  In the event of a voluntary or involuntary
   liquidation,  dissolution,  or  winding  up of  the  Corporation,  the
   holders of shares of  Cumulative Preferred Stock shall be  entitled to
   receive out  of the assets of  the Corporation an amount  equal to the
   stated value per share plus an amount equal to any  accrued and unpaid
   dividends  thereon  to  the   date  fixed  for  distribution.     This
   distribution  shall be in preference to any such distribution upon any
   stock (including common  stock) of the  Corporation ranking junior  to
   Cumulative Preferred Stock as  to liquidation preferences, but subject
   to the  prior rights of  the holders  of shares of  all stock  ranking


                                   - 89 -

<PAGE>

   senior to  Cumulative Preferred  Stock as to  liquidation preferences.
   If the  assets of the Corporation  are not sufficient to  pay the full
   amounts to the  holders of  Cumulative Preferred Stock  and all  other
   series  of preferred stock of the Corporation ranking equally with the
   shares of  Cumulative Preferred  Stock as to  liquidation preferences,
   then  the  holders of  Cumulative Preferred  Stock  and of  such other
   series shall share ratably in the distribution of any assets remaining
   after distribution to  holders of stock  ranking senior to  Cumulative
   Preferred Stock as to liquidation preferences.

        (b)  Nothing in this section, however, shall be deemed to prevent
   the Corporation  from  redeeming or  purchasing  Cumulative  Preferred
   Stock as permitted by Section 3.

        (c)  A merger or consolidation of  the Corporation with any other
   corporation  or a sale, lease,  or conveyance of  assets or a business
   combination  involving  the  Corporation  or any  related  or  similar
   transaction  shall not  be considered  a liquidation,  dissolution, or
   winding up the Corporation within the meaning of this section.

        3.   REDEMPTION.   (a)   The  Corporation may  redeem any  or all
   shares of  one or  more series  of Cumulative Preferred  Stock at  its
   option  by resolution of the Board of  Directors, at any time and from
   time to time on or after issuance, in cash, at the stated value of the
   shares  plus an  amount  equal to  any  accrued and  unpaid  dividends
   thereon  to the  date fixed  for redemption.   In  the event  that the
   Corporation  redeems  less than  the entire  number  of shares  of any
   series  of Cumulative Preferred Stock outstanding at any one time, the
   Corporation shall select the shares to be redeemed by lot  or pro rata
   or by any  other manner that the  Board of Directors deems  equitable.
   No less than 20 nor more than 120 days prior to the date fixed for any
   entire  or  partial  redemption  of Cumulative  Preferred  Stock,  the
   Corporation shall  mail a notice of  the redemption to  the holders of
   record of  the shares to be redeemed at their addresses as they appear
   on the  books of the Corporation.  The notice shall state the time and
   place of redemption  and shall  identify the particular  shares to  be
   redeemed  if less  than  all  of  the outstanding  shares  are  to  be
   redeemed.  Failure  to mail a notice  or a defect  in a notice or  its
   mailing shall not affect the validity of the redemption proceedings.

        (b)   On or before the  date fixed for redemption  each holder of
   shares  of  Cumulative Preferred  Stock  called  for redemption  shall
   surrender his  certificate representing his shares  to the Corporation
   or its agent at the place designated in the redemption notice.  If the
   Corporation  redeems  less than  all of  the  shares represented  by a
   surrendered certificate, the Corporation shall issue a new certificate
   representing the unredeemed shares.  If the Corporation has duly given
   notice of redemption  and if  funds necessary for  the redemption  are
   available on the redemption date, then notwithstanding that any holder


                                   - 90 -

<PAGE>

   has  not surrendered  his certificate  representing shares  called for
   redemption,  all rights with respect  to those shares  shall cease and
   determine immediately  after the redemption  date, except that  such a
   holder  shall have the right  to receive the  redemption price without
   interest upon surrender of his certificate.

        (c)  The  Corporation may, at its option at any time after giving
   a notice of redemption, deposit a sum  sufficient to redeem the shares
   called for redemption, plus  any accrued and unpaid dividends  thereon
   to the redemption date, with any bank  or trust company in the City of
   Chicago, Illinois, or  in the City  of Minneapolis, Minnesota,  having
   capital,   surplus,  and  undivided   profits  aggregating   at  least
   $50,000,000  as  a  trust   fund  with  irrevocable  instructions  and
   authority to the bank or trust company to mail notice of redemption if
   the Corporation has not begun or completed such mailing at the time of
   the deposit and to pay, on and after the date fixed  for redemption or
   prior  thereto, the redemption price of the shares to their respective
   holders upon the surrender of their share certificates.  From the date
   the  Corporation  makes such  a  deposit,  the shares  designated  for
   redemption shall be treated as redeemed and no longer outstanding, and
   no  dividends shall  accrue on  the  shares after  the date  fixed for
   redemption.  The deposit shall be deemed to constitute full payment of
   the shares  to their  holders.   From  the date  of  the deposit,  the
   holders of the  shares shall cease to be stockholders  with respect to
   the shares;  they  shall have  no  interest in  or claim  against  the
   Corporation by virtue  of the shares;  and they shall  have no  rights
   with respect to  the shares except the right to  receive from the bank
   or  trust company  payment  of the  redemption  price of  the  shares,
   without  interest,  upon  surrender of  their  certificates.   At  the
   expiration of five years after the redemption  date, the bank or trust
   company shall pay over to the Corporation any funds  then remaining on
   deposit,  free of trust.   Thereafter the holders  of certificates for
   the shares shall have no claims against the bank or trust company, but
   only claims as unsecured creditors against the Corporation for amounts
   equal  to their  pro rata  portions of  the funds  paid over,  without
   interest, subject to compliance by  the holders with the terms of  the
   redemption.   Any interest on  or other accretions  to funds deposited
   with the bank or trust company shall belong to the Corporation.

        (d)  Nothing  in this  Resolution shall  prevent or  restrict the
   Corporation from purchasing, from  time to time, at public  or private
   sale, any or all of the Cumulative Preferred Stock  at whatever prices
   the Corporation  may  determine, but  at  prices not  exceeding  those
   permitted by Delaware law.

        (e)  Nothing  in  this  Resolution   shall  give  any  holder  of
   Cumulative Preferred Stock  the right  to require  the Corporation  to
   redeem any or all shares of the Stock.



                                   - 91 -

<PAGE>

        4.   CONVERSION.     The  Cumulative   Preferred  Stock   is  not
   convertible  into any  other class  or series  of common  or preferred
   stock of the Corporation.

        5.   STATUS OF  REACQUIRED STOCK.   The Corporation  shall retire
   and cancel any shares  of Cumulative Preferred Stock that  it redeems,
   purchases,  or acquires.  Such shares thereafter shall have the status
   of authorized but unissued shares of preferred  stock.  Subject to the
   limitations  in this Resolution or  in any resolutions  adopted by the
   Board of Directors  providing for  the reissuance of  the shares,  the
   Corporation may reissue the  shares as shares of  Cumulative Preferred
   Stock or may  reclassify and  reissue them as  preferred stock of  any
   class or series other than Cumulative Preferred Stock.

        6.   VOTING RIGHTS.   (a) Except as otherwise  provided herein or
   as may be required  by law, the holders of  Cumulative Preferred Stock
   shall be entitled to one vote per share on every question submitted to
   holders  of  record of  the common  stock  of the  Corporation, voting
   together with the common stock of the Corporation as a single class.

        (b)   Notwithstanding the foregoing, (i)  without the affirmative
   vote  or consent of  at least a  majority of the  shares of Cumulative
   Preferred  Stock  then outstanding  voting  as a  separate  class, the
   Corporation shall not amend  the Restated Certificate of Incorporation
   if the amendment  would alter  or change the  powers, preferences,  or
   special rights of  the shares of  Cumulative Preferred Stock so  as to
   affect them adversely, provided that this clause "(i)" shall not apply
   to an increase or decrease (but not below the number of shares thereof
   then outstanding) in  the number of authorized shares of  any class or
   classes  of stock;  and  (ii) so  long  as at  least  3,100 shares  of
   Cumulative Preferred Stock  are outstanding,  without the  affirmative
   vote or consent of the holders of at least a majority of the shares of
   Cumulative  Preferred  Stock then  outstanding  voting  as a  separate
   class, the Corporation shall not issue any stock ranking senior to the
   Cumulative Preferred Stock with respect to the payment of dividends or
   the  distribution   of  assets  upon  liquidation,   except  that  the
   Corporation  may  issue  such  stock  if  the  consideration  therefor
   consists of  cash.   For purposes  of  any vote  required pursuant  to
   clause  (i) of  this subsection  (b) if  any proposed  amendment would
   alter or change  the powers, preferences, or special rights  of one or
   more of Series 1, 2, 3, 4, or 5 of Cumulative Preferred Stock so as to
   affect  them adversely but shall not  so affect the entire class, then
   only the  shares of the series  so affected by the  amendment shall be
   considered a separate class.

        7.   NO OTHER RIGHTS.   The shares of  Cumulative Preferred Stock
   shall not have any relative, participating,  optional or other special
   rights or  powers other than  as set forth  above and in  the Restated
   Certificate of Incorporation of the Corporation.


                                   - 92 -

<PAGE>

        IN  WITNESS WHEREOF, New Newell Co. has caused this resolution to
   be signed by  William T. Alldredge, its Vice President  - Finance, and
   attested  by Roland E.  Knecht, its Secretary, this  22nd day of June,
   1987.

                                           NEW NEWELL CO.



                                           William T. Alldredge,
                                             Vice President - Finance


   ATTEST:



   Roland E. Knecht,
     Secretary






























                                   - 93 -

<PAGE>

   Filed July 2, 1987 at 9:29 a.m. 
   877183082 Delaware Secretary of State



                          CERTIFICATE OF AMENDMENT

                                     OF

                    RESTATED CERTIFICATE OF INCORPORATION

                                     OF

                               NEW NEWELL CO.

        ------------------------------------------------------------
          Adopted in accordance with the provisions of Section 242
          of the General Corporation Law of the State of Delaware 
        ------------------------------------------------------------

        New  Newell Co.,  a corporation  existing under  the laws  of the

   State of Delaware, does hereby certify as follows:

        FIRST:    That  Article  First  of  the  Restated  Certificate of

   Incorporation of the Corporation  has been amended in its  entirety to

   read as follows:

             FIRST:  The name of the Corporation is NEWELL CO.

        SECOND:   That the foregoing  amendment has been  duly adopted in

   accordance with provisions of the General Corporation Law of the State

   of  Delaware by the written  consent of the  holder of all outstanding

   shares entitled to vote.



                                       94

<PAGE>

        IN WITNESS WHEREOF, New Newell Co. has caused this Certificate to

   be signed and attested by  its duly authorized officers this 30th  day

   of June 1987.

                                      NEW NEWELL CO.



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

   Attest:


   /s/ Roland E. Knecht
  -----------------------------
   Secretary


































                                   - 95 -

<PAGE>

   Filed October 31, 1988 at 9:00 a.m.
   688305050 Delaware Secretary of State


   CERTIFICATE OF  DESIGNATIONS AS  TO THE  RESOLUTION PROVIDING FOR  THE
   POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
   OR OTHER  RIGHTS, AND THE QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS
   THEREOF, AS ARE NOT  STATED AND EXPRESSED IN THE  RESTATED CERTIFICATE
   OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 

               JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                     of

                                 NEWELL CO.

                  ----------------------------------------
                       Pursuant to Section 151 of the 
                         General Corporation Law of
                            the State of Delaware
                  ----------------------------------------

             NEWELL CO.,  a corporation organized and  existing under the
   General Corporation Law  of the State of  Delaware (hereinafter called
   the "Corporation"), hereby certifies that the following resolution was
   adopted by the  Board of Directors  of the Corporation as  required by
   Section  151 of the General  Corporation Law at  a meeting duly called
   and held on October 20, 1988:

             RESOLVED,  that pursuant  to  the authority  granted to  and
   vested  in the  Board of  Directors  of this  Corporation (hereinafter
   called the "Board of Directors" or the "Board") in accordance with the
   provisions of the Corporation's Restated Certificate of Incorporation,
   the Board of Directors hereby creates a series of Preferred Stock, par
   value  $1.00 per share (the "Preferred Stock"), of the Corporation and
   hereby  states the  designation and  number of  shares, and  fixes the
   relative  rights,  preferences  and  limitations of  such  series,  as
   follows:

             Junior Participating Preferred Stock, Series B:

             Section 1.  Designation and Amounts.    The  shares of  such
   series shall  be designated as "Junior  Participating Preferred Stock,
   Series B"  (the "Series B Preferred  Stock") and the  number of shares
   constituting  the Series  B Preferred  Stock shall  be 500,000.   Such
   number of  shares may be increased  or decreased by resolution  of the
   Board; provided, that no decrease shall reduce the number of shares of
   Series B  Preferred Stock to a  number less than the  number of shares
   then  outstanding plus the number of shares reserved for issuance upon
   the  exercise of outstanding options,  rights or warrants  or upon the
   conversion  of any  outstanding securities  issued by  the Corporation
   convertible into Series B Preferred Stock.


                                    96
<PAGE>

             Section 2.  Dividends and Distributions.

             (A)  Subject to the rights  of the holders of any  shares of
        any  series of  Preferred Stock  (or  any similar  stock) ranking
        prior and superior to  the Series B Preferred Stock  with respect
        to  dividends, the holders of shares of Series B Preferred Stock,
        in preference to the holders of Common Stock, par value $1.00 per
        share  (the "Common Stock"), of the Corporation, and of any other
        junior  stock,  shall be  entitled to  receive,  when, as  and if
        declared by the Board of Directors out of funds legally available
        for the purpose, quarterly dividends payable in cash on the first
        day of March,  June, September  and December in  each year  (each
        such date  being  referred to  herein  as a  "Quarterly  Dividend
        Payment  Date"),  commencing  on  the  first  Quarterly  Dividend
        Payment Date after the first issuance of a share or fraction of a
        share  of  Series B  Preferred  Stock,  in  an amount  per  share
        (rounded to the nearest cent) equal to the greater of  (a) $15 or
        (b)  subject  to the  provision  for  adjustment hereinafter  set
        forth,  100  times the  aggregate per  share  amount of  all cash
        dividends, and 100 times the aggregate  per share amount (payable
        in kind) of all non-cash dividends or other  distributions, other
        than   a  dividend  payable  in  shares  of  Common  Stock  or  a
        subdivision  of  the  outstanding  shares  of  Common  Stock  (by
        reclassification  or  otherwise), declared  on  the  Common Stock
        since the immediately preceding  Quarterly Dividend Payment  Date
        or, with respect  to the first  Quarterly Dividend Payment  Date,
        since the first  issuance of any share or fraction  of a share of
        Series B Preferred  Stock.  In the event the Corporation shall at
        any time declare or pay any  dividend on the Common Stock payable
        in shares of Common Stock, or effect a subdivision or combination
        or  consolidation of the  outstanding shares of  Common Stock (by
        reclassification or otherwise  than by payment  of a dividend  in
        shares of Common Stock) into a greater or lesser number of shares
        of  Common Stock,  then in  each such  case the  amount  to which
        holders  of  shares of  Series  B Preferred  Stock  were entitled
        immediately prior to such event under clause (b) of the preceding
        sentence  shall  be adjusted  by  multiplying  such amount  by  a
        fraction,  the  numerator of  which is  the  number of  shares of
        Common  Stock outstanding  immediately after  such event  and the
        denominator of which is the number of shares of Common Stock that
        were outstanding immediately prior to such event.

             (B)  The   Corporation   shall   declare   a   dividend   or
        distribution  on  the Series  B  Preferred Stock  as  provided in
        paragraph  (A) of  this Section  immediately after it  declares a
        dividend  or  distribution on  the  Common  Stock (other  than  a
        dividend payable in  shares of Common  Stock); provided that,  in
        the event no dividend or distribution shall have been declared on
        the Common Stock during the period between any Quarterly Dividend


                                   - 97 -

<PAGE>

        Payment Date  and the next subsequent  Quarterly Dividend Payment
        Date, a dividend of $15 per share on the Series B Preferred Stock
        shall  nevertheless  be  payable  on  such  subsequent  Quarterly
        Dividend Payment Date.

             (C)  Dividends shall  begin to  accrue and be  cumulative on
        outstanding shares of Series B Preferred Stock from the Quarterly
        Dividend  Payment Date next preceding  the date of  issue of such
        shares, unless the  date of issue of such shares  is prior to the
        record date  for the  first Quarterly  Dividend Payment  Date, in
        which  case dividends on such  shares shall begin  to accrue from
        the date of issue  of such shares, or unless the date of issue is
        a Quarterly Dividend  Payment Date or is a date  after the record
        date  for  the determination  of holders  of  shares of  Series B
        Preferred  Stock entitled  to  receive a  quarterly dividend  and
        before such Quarterly Dividend Payment  Date, in either of  which
        events  such dividends  shall begin to  accrue and  be cumulative
        from such  Quarterly Dividend Payment  Date.  Accrued  but unpaid
        dividends  shall not bear interest.  Dividends paid on the shares
        of Series  B Preferred Stock  in an  amount less  than the  total
        amount of such dividends at the time accrued and payable on  such
        shares  shall be  allocated pro  rata  on a  share-by-share basis
        among all  such shares  at the  time outstanding.   The Board  of
        Directors  may fix a record date for the determination of holders
        of shares of Series B Preferred Stock entitled to receive payment
        of a dividend or distribution declared thereon, which record date
        shall  be not more than  60 days prior to the  date fixed for the
        payment thereof.

             Section  3.    Voting Rights.    The  holders  of shares  of
   Series B Preferred Stock shall have the following voting rights:

             (A)  Subject to the provision for adjustment hereinafter set
        forth, each share of  Series B Preferred Stock shall  entitle the
        holder thereof to 100 votes on all matters submitted to a vote of
        the  stockholders  of  the   Corporation.    In  the  event   the
        Corporation shall at any time declare or pay any dividend  on the
        Common  Stock  payable in  shares of  Common  Stock, or  effect a
        subdivision or  combination or  consolidation of the  outstanding
        shares  of Common Stock (by reclassification or otherwise than by
        payment of a dividend  in shares of Common Stock) into  a greater
        or lesser  number of shares  of Common Stock,  then in  each such
        case the  number of votes per share to which holders of shares of
        Series B Preferred Stock were entitled immediately prior to  such
        event shall be adjusted by multiplying such number by a fraction,
        the numerator  of which is the  number of shares of  Common Stock
        outstanding immediately  after such event and  the denominator of
        which  is  the  number  of  shares  of  Common  Stock  that  were
        outstanding immediately prior to such event.


                                   - 98 -

<PAGE>

             (B)  Except  as  otherwise  provided herein,  in  any  other
        Certificate of Designations creating  a series of Preferred Stock
        or any similar stock, or by  law, the holders of shares of Series
        B Preferred  Stock and the holders of  shares of Common Stock and
        any other capital  stock of the Corporation having general voting
        rights  shall vote together as one class on all matters submitted
        to a vote of stockholders of the Corporation.

             (C)  Except as set forth herein, or as otherwise provided by
        law,  holders of Series B  Preferred Stock shall  have no special
        voting  rights and their consent shall not be required (except to
        the extent they are entitled to vote with holders of Common Stock
        as set forth herein) for taking any corporate action.

             Section 4.  Certain Restrictions.

             (A)  Whenever  quarterly dividends  or  other  dividends  or
        distributions payable on the Series B Preferred Stock as provided
        in Section 2 are in arrears, thereafter and until all accrued and
        unpaid dividends  and distributions, whether or  not declared, on
        shares of  Series B Preferred  Stock outstanding shall  have been
        paid in full, the Corporation shall not:

                  (i)  declare or pay  dividends, or make any  other
             distributions, on  any shares  of stock ranking  junior
             (either   as  to   dividends   or   upon   liquidation,
             dissolution or  winding up)  to the Series  B Preferred
             Stock;

                  (ii)  declare or pay dividends, or make  any other
             distributions,  on any  shares  of stock  ranking on  a
             parity  (either as  to dividends  or  upon liquidation,
             dissolution or winding up)  with the Series B Preferred
             Stock, except  dividends paid  ratably on the  Series B
             Preferred  Stock and  all  such parity  stock on  which
             dividends are  payable or  in arrears in  proportion to
             the  total amounts  to which  the holders  of all  such
             shares are then entitled;

                  (iii)  redeem or purchase or otherwise acquire for
             consideration   shares  of  any  stock  ranking  junior
             (either   as   to   dividends  or   upon   liquidation,
             dissolution or  winding up)  to the Series  B Preferred
             Stock, provided  that the  Corporation may at  any time
             redeem,  purchase  or otherwise  acquire shares  of any
             such junior stock  in exchange for shares  of any stock
             of  the  Corporation  ranking  junior  (either   as  to
             dividends or  upon dissolution, liquidation  or winding
             up) to the Series B Preferred Stock; or


                                   - 99 -

<PAGE>

                  (iv)  redeem or  purchase or otherwise acquire for
             consideration any shares  of Series B  Preferred Stock,
             or any shares  of stock  ranking on a  parity with  the
             Series B  Preferred Stock, except in  accordance with a
             purchase offer  made in  writing or by  publication (as
             determined by the Board of Directors) to all holders of
             such shares upon such terms as the  Board of Directors,
             after consideration of  the respective annual  dividend
             rates and other relative  rights and preferences of the
             respective series and classes, shall  determine in good
             faith will result in fair and equitable treatment among
             the respective series or classes.

             (B)  The Corporation shall not  permit any subsidiary of the
        Corporation to  purchase or  otherwise acquire  for consideration
        any  shares of stock  of the  Corporation unless  the Corporation
        could,  under  paragraph  (A)  of  this  Section  4,  purchase or
        otherwise acquire such shares at such time and in such manner.

             Section  5.   Reacquired  Shares.   Any  shares  of Series B
   Preferred Stock purchased or otherwise acquired by the  Corporation in
   any  manner whatsoever shall  be retired and  cancelled promptly after
   the  acquisition  thereof.     All  such   shares  shall  upon   their
   cancellation become authorized but  unissued shares of Preferred Stock
   and may be reissued as part of a new series of Preferred Stock subject
   to  the conditions and restrictions  on issuance set  forth herein, in
   the  Corporation's Restated  Certificate  of Incorporation  or in  any
   other Certificate of Designations creating a series of Preferred Stock
   or any similar stock or as otherwise required by law.

             Section  6.  Liquidation,  Dissolution or Winding  Up.  Upon
   any  liquidation, dissolution  or winding  up of  the  Corporation, no
   distribution  shall be  made (A)  to the  holders  of shares  of stock
   ranking  junior   (either  as   to  dividends  or   upon  liquidation,
   dissolution  or winding  up) to the  Series B Preferred  Stock unless,
   prior thereto, the holders of shares of Series B Preferred Stock shall
   have received  $10,000 per share, plus an  amount equal to accrued and
   unpaid dividends  and distributions thereon, whether  or not declared,
   to the  date of such payment,  provided that the holders  of shares of
   Series B Preferred  Stock shall  be entitled to  receive an  aggregate
   amount per share,  subject to the provision for adjustment hereinafter
   set  forth, equal to 100 times  the aggregate amount to be distributed
   per share to  holders of shares of Common Stock, or (B) to the holders
   of shares of stock ranking on a parity (either as to dividends or upon
   liquidation, dissolution  or winding up)  with the Series  B Preferred
   Stock, except  distributions made  ratably on  the Series  B Preferred
   Stock and all such parity stock in proportion to the  total amounts to
   which   the  holders  of  all  such  shares  are  entitled  upon  such
   liquidation,  dissolution or winding up.  In the event the Corporation


                                   - 100 -

<PAGE>

   shall at  any time declare  or pay  any dividend on  the Common  Stock
   payable  in shares  of  Common  Stock,  or  effect  a  subdivision  or
   combination or consolidation of the outstanding shares of Common Stock
   (by reclassification or  otherwise than  by payment of  a dividend  in
   shares  of Common Stock) into a greater  or lesser number of shares of
   Common Stock,  then in  each such case  the aggregate amount  to which
   holders  of  shares  of  Series   B  Preferred  Stock  were   entitled
   immediately prior to such event under the proviso in clause (A) of the
   preceding sentence shall be  adjusted by multiplying such amount  by a
   fraction the  numerator of  which is the  number of  shares of  Common
   Stock outstanding immediately after such event  and the denominator of
   which is the number  of shares of Common  Stock that were  outstanding
   immediately prior to such event.

             Section  7.    Consolidation,  Merger, etc.    In  case  the
   Corporation shall enter into any consolidation, merger, combination or
   other  transaction in which the  shares of Common  Stock are exchanged
   for or changed  into other stock or securities, cash  and/or any other
   property, then in any such case each share of Series B Preferred Stock
   shall  at the  same  time be  similarly exchanged  or changed  into an
   amount per share, subject to the provision for  adjustment hereinafter
   set  forth,  equal  to  100  times  the  aggregate  amount  of  stock,
   securities, cash and/or any  other property (payable in kind),  as the
   case  may be, into  which or for  which each share  of Common Stock is
   changed or  exchanged.  In the event the Corporation shall at any time
   declare  or pay any dividend on the  Common Stock payable in shares of
   Common Stock,  or effect a subdivision or combination or consolidation
   of  the outstanding  shares of  Common Stock  (by reclassification  or
   otherwise than  by payment of  a dividend  in shares of  Common Stock)
   into a  greater or lesser  number of shares  of Common Stock,  then in
   each such  case the amount  set forth in  the preceding  sentence with
   respect to  the exchange  or change of  shares of  Series B  Preferred
   Stock shall  be adjusted by multiplying such amount by a fraction, the
   numerator of which is the number of shares of Common Stock outstanding
   immediately  after  such event  and the  denominator  of which  is the
   number  of shares  of Common  Stock that were  outstanding immediately
   prior to such event.

             Section 8.  No Redemption.  The shares of Series B Preferred
   Stock shall not be redeemable.

             Section 9.  Rank.  The Series B Preferred  Stock shall rank,
   with  respect  to the  payment of  dividends  and the  distribution of
   assets, junior to all series  of any other class of  the Corporation's
   Preferred Stock.

             Section  10.    Amendment.    The  Restated  Certificate  of
   Incorporation  of the Corporation shall  not be amended  in any manner
   which  would materially  alter or  change  the powers,  preferences or


                                   - 101 -

<PAGE>

   special rights  of the Series B  Preferred Stock so as  to affect them
   adversely without the affirmative vote of the holders of at least two-
   thirds of the outstanding  shares of Series B Preferred  Stock, voting
   together as a single class.

             IN  WITNESS WHEREOF,  this  Certificate  of Designations  is
   executed on behalf of the Corporation by its Chairman of the Board and
   attested by its Secretary this 20th day of October 1988.


                                           William T. Alldredge
                                           Vice President - Finance

   Attest:

   Roland E. Knecht
   Secretary
































                                   - 102 -

<PAGE>

   Filed September 13, 1989
   Delaware Secretary of State



                          CERTIFICATE OF AMENDMENT

                                     OF

                    RESTATED CERTIFICATE OF INCORPORATION

                                     OF

                                 NEWELL CO.

                       ------------------------------
                  Adopted in accordance with the provisions
                  of Section 242 of the General Corporation
                        Law of the State of Delaware
                       ------------------------------

             We,  William T.  Alldredge,  Vice President,  and Roland  E.

   Knecht, Secretary,  of Newell  Co., a  corporation existing under  the

   laws of the State of Delaware, do hereby certify as follows:

             FIRST:   That  the name  of the  corporation is  Newell Co.,

   formerly known as New Newell Co.

             SECOND:   That the date of filing the corporation's original

   Certificate of Incorporation by the Secretary of State of Delaware was

   the 23rd day  of February, 1987, and that the  Restated Certificate of

   Incorporation of the corporation  was filed by the Secretary  of State

   of Delaware on the 18th day of May, 1987.

             THIRD:  That  the first  sentence of Article  Fourth of  the

   Restated  Certificate of  Incorporation of  said Corporation  has been

   amended as follows:

                  FOURTH:  The total number of shares which the
             Corporation  shall  have  authority  to  issue  is
             110,000,000, consisting of  100,000,000 shares  of
             Common  Stock of the par  value of $1.00 per share
             and   10,00,000   shares   of   Preferred   Stock,
             consisting of 10,000 shares without  par value and


                               103

<PAGE>

             9,990,000  shares of  the par  value of  $1.00 per
             share.

             FOURTH:    That said  amendment  has  been  duly adopted  in

   accordance with provisions of the General Corporation Law of the State

   of Delaware  by the affirmative vote  of the holders of  a majority of

   all  outstanding  common and  preferred stock  entitled  to vote  at a

   meeting of stockholders.

             IN  WITNESS WHEREOF,  we have  signed this  certificate this

   28th day of June, 1989.


                                      NEWELL CO.


                                      William T. Alldredge
                                      Vice President - Finance

   ATTEST:

   Roland E. Knecht
   Secretary



















                                   - 104 -

<PAGE>

   STATE OF DELAWARE
   SECRETARY OF STATE
   DIVISION OF CORPORATIONS
   FILED 10:00 AM 05/15/1991
   911355135 - 2118347


                          CERTIFICATE OF AMENDMENT

                                     OF

                  RESTATED CERTIFICATE OF INCORPORATION OF

                                 NEWELL CO.

                       ------------------------------
                  Adopted in accordance with the provisions
                  of Section 242 of the General Corporation
                        Law of the State of Delaware
                       ------------------------------

             We,  William  T. Alldredge,  Vice  President  and Roland  E.

   Knecht, Secretary,  of Newell  Co., a  corporation existing under  the

   laws of the State of Delaware, do hereby certify as follows:

             FIRST:  That the name of the corporation is Newell Co.

             SECOND:  That the date of  filing the corporation's original

   Certificate of Incorporation by the Secretary of State of Delaware was

   the  23rd  day of  February, 1987,  that  the Restated  Certificate of

   Incorporation of the corporation  was filed by the Secretary  of State

   of Delaware on the 18th  day of May, 1987, a Certificate  of Amendment

   was filed by the Secretary of  State of Delaware on the second  day of

   July, 1987, and a Certificate of Amendment  was filed by the Secretary

   of State of Delaware on 13th day of September, 1989.

             THIRD:  That  the first  sentence of Article  Fourth of  the

   Restated  Certificate of  Incorporation of  said Corporation  has been

   amended as follows:

                  FOURTH:  The total number of shares which the
             Corporation  shall  have  authority  to  issue  is



                                105

<PAGE>
             310,000,000, consisting of  300,000,000 shares  of
             Common Stock of the  par value of $1.00  per share
             and   10,000,000   shares   of  Preferred   Stock,
             consisting of 10,000 shares without par value, and
             9,990,000  shares of  the par  value of  $1.00 per
             share.

             FOURTH:   That  said  amendment  has  been duly  adopted  in

   accordance with provisions of the General Corporation Law of the State

   of Delaware  by the affirmative vote  of the holders of  a majority of

   all  outstanding  common and  preferred stock  entitled  to vote  at a

   meeting of stockholders.

             IN WITNESS WHEREOF, we have signed this certificate this 9th

   day of May, 1991.


                                 NEWELL CO.


                                 William T. Alldredge
                                 Vice President - Finance

   ATTEST:

   Roland E. Knecht
   Secretary
















                                   - 106 -

<PAGE>

   STATE OF DELAWARE
   SECRETARY OF STATE
   DIVISION OF CORPORATIONS
   FILED 10:00 AM 06/11/1991
   911625086 - 2118347


   AMENDED CERTIFICATE OF DESIGNATIONS AS TO THE RESOLUTION PROVIDING FOR
   THE  POWERS,  DESIGNATION,  PREFERENCES AND  RELATIVE,  PARTICIPATING,
   OPTIONAL  OR  OTHER RIGHTS,  AND  THE  QUALIFICATIONS, LIMITATIONS  OR
   RESTRICTIONS  THEREOF, AS ARE NOT STATED AND EXPRESSED IN THE RESTATED

   CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE


               JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                     of

                                 NEWELL CO.

                       ------------------------------
                   Pursuant to Section 151 of the General
                           Corporation Law of the
                              State of Delaware
                       ------------------------------

             NEWELL CO.,  a corporation organized and  existing under the
   General Corporation Law  of the State of  Delaware (hereinafter called
   the "Corporation"), hereby certifies that the following resolution was
   adopted by the  Board of Directors of  the Corporation as required  by
   Section 151  of the General  Corporation Law at a  meeting duly called
   and held on February 14, 1991:

             RESOLVED,  that  the  first  sentence of  Section  1  of the
   Certificate  of Designations  as to the  resolution providing  for the
   powers, designation, preferences and relative, participating, optional
   or other  rights, and the qualifications,  limitations or restrictions
   thereof, as are not  stated and expressed in the  Restated Certificate
   of   Incorporation  or  in  any  amendment   thereto,  of  the  Junior
   Participating   Preferred  Stock,   Series  B   of  Newell   Co.  (the
   "Certificate  of Designations") which was  filed in the  Office of the
   Secretary of State of Delaware on October 31, 1988,  is hereby amended
   to read as follows:

             The shares  of such series shall  be designated as
             "Junior Participating Preferred  Stock, Series  B"
             (the "Series B Preferred Stock") and the number of
             shares constituting  the Series B  Preferred Stock
             shall be 5,000,000.



                                 107

<PAGE>

             IN WITNESS WHEREOF, this Amended Certificate of Designations
   is executed on behalf of the Corporation by its Vice President-Finance
   and attested by its Secretary this 5th day of June, 1991.

                                     William T. Alldredge
                                     Vice President - Finance
   Attest:

   Roland E. Knecht
   Secretary







































                                   - 108 -

<PAGE>

   STATE OF DELAWARE
   SECRETARY OF STATE
   DIVISION OF CORPORATIONS
   FILED 02:00 PM 11/03/1994
   944211670 - 2118347


                  CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                     AND

                              REGISTERED OFFICE

                                  * * * * *


        Newell  Co., a  corporation organized and  existing under  and by

   virtue of the General  Corporation Law of the State of  Delaware, DOES

   HEREBY CERTIFY:

        The present registered  agent of the corporation is United States

   Corporation  Company   and  the  present  registered   office  of  the

   corporation is in the county of Kent.

        The  Board of Directors of                                       

   adopted the following resolution on the 2nd day of November, 1994.

        Resolved, that  the registered office  of Newell Co.  in the
        state of Delaware be and it hereby is changed to Corporation
        Trust Center, 1209 Orange Street, in the City of Wilmington,
        County of New Castle,  and the authorization of the  present
        registered  agent of  this corporation  be and  the same  is
        hereby withdrawn, and  THE CORPORATION TRUST COMPANY,  shall
        be and  is hereby  constituted and appointed  the registered
        agent of this  corporation at the address of  its registered
        office.



                                109

<PAGE>

        IN  WITNESS WHEREOF, Newell Co.  has caused this  statement to be

   signed by Richard H. Wolff,  its Secretary*, this 25th day of  October

   1994.



                                       /s/ Richard H. Wolff
                                      -------------------------------
                                                Secretary

                                      _______________________________
                                                (Title)


   *    Any authorized officer  of the Chairman  or Vice-Chairman of  the
        Board of Directors may execute this certificate.















                                  110



<PAGE>


                                 EXHIBIT 3.2


                                   BY-LAWS

                                     OF

                                 NEWELL CO.

                          (a Delaware corporation)
                        (as amended November 2, 1994)


                                  ARTICLE I

                                   OFFICES
                                  --------


        1.1  Registered Office.  The registered office of the Corporation
   in the State of Delaware shall be located in the City of Dover and
   County of Kent.  The Corporation may have such other offices, either
   within or without the State of Delaware, as the Board of Directors may
   designate or the business of the Corporation may require from time to
   time.

        1.2  Principal Office in Illinois.  The principal office of the
   Corporation in the State of Illinois shall be located in the City of
   Freeport and County of Stephenson.


                                 ARTICLE II

                                STOCKHOLDERS
                                ------------

        2.1  Annual Meeting.  The annual meeting of stockholders shall be
   held each year at such time and date as the Board of Directors may
   designate prior to the giving of notice of such meeting, but if no
   such designation is made, then the annual meeting of stockholders
   shall be held on the second Wednesday in May of each year for the
   election of directors and for the transaction of such other business
   as may come before the meeting.  If the day fixed for the annual
   meeting shall be a legal holiday, such meeting shall be held on the
   next succeeding business day.

        2.2  Special Meetings.  Special meetings
 of the stockholders, for
   any purpose or purposes, may be called by the Chairman, by the Board
   of Directors or by the President.

        2.3  Place of Meeting.  The Board of Directors may designate any
   place, either within or without the State of Delaware, as the place 


                                 111
<PAGE>

   of meeting for any annual meeting or for any special meeting called by
   the Board of Directors.  If no designation is made, or if a special
   meeting be otherwise called, the place of meeting shall be the
   principal office of the Corporation in the State of Illinois.

        2.4  Notice of Meeting.  Written notice stating the place, date
   and hour of the meeting, and, in the case of a special meeting, the
   purpose or purposes for which the meeting is called, shall be given
   not less than ten nor more than sixty days before the date of the
   meeting, or in the case of a merger or consolidation of the
   Corporation requiring stockholder approval or a sale, lease or
   exchange of substantially all of the Corporation's property and
   assets, not less than twenty nor more than sixty days before the date
   of meeting, to each stockholder of record entitled to vote at such
   meeting.  If mailed, notice shall be deemed given when deposited in
   the United States mail, postage prepaid, directed to the stockholder
   at his address as it appears on the records of the Corporation.  When
   a meeting is adjourned to another time or place, notice need not be
   given of the adjourned meeting if the time and place thereof are
   announced at the meeting at which the adjournment is taken, unless the
   adjournment is for more than thirty days, or unless, after
   adjournment, a new record date is fixed for the adjourned meeting, in
   either of which cases notice of the adjourned meeting shall be given
   to each stockholder of record entitled to vote at the meeting.

        2.5  Fixing of Record Date.  For the purpose of determining the
   stockholders entitled to notice of or to vote at any meeting of
   stockholders or any adjournment thereof, or to express consent (to the
   extent permitted, if permitted) to corporate action in writing without
   a meeting, or entitled to receive payment of any dividend or other
   distribution or allotment of any rights, or entitled to exercise any
   rights in respect of any change, conversion or exchange of stock or
   for the purpose of any other lawful action, the Board of Directors may
   fix, in advance, a record date, which shall not be more than sixty nor
   less than ten days before the date of such meeting, nor more than
   sixty days prior to any other action.  If no record date is fixed, the
   record date for determining stockholders entitled to notice of or to
   vote at a meeting of stockholders shall be the close of business on
   the day next preceding the day on which notice is given, or, if notice
   is waived, at the close of business on the day next preceding the day
   on which the meeting is held, and the record date for determining
   stockholders for any other purpose shall be the close of business on
   the day on which the Board of Directors adopts the resolution relating
   thereto.  A determination of stockholders of record entitled to notice
   of or to vote at a meeting of stockholders shall apply to any
   adjournment of the meeting unless the Board of Directors fixes a new
   record date for the adjourned meeting.

        2.6  Voting Lists.  The officer who has charge of the stock
   ledger of the Corporation shall prepare and make, at least ten days

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   before every meeting of stockholders, a complete list of the
   stockholders entitled to vote at the meeting, arranged in alphabetical
   order, and showing the address of each stockholder and the number of
   shares registered in his name, which list, for a period of ten days
   prior to such meeting, shall be kept on file either at a place within
   the city where the meeting is to be held and which place shall be
   specified in the notice of the meeting, or, if not so specified, at
   the place where the meeting is to be held, and shall be open to the
   examination of any stockholder, for any purpose germane to the
   meeting, at any time during ordinary business hours.  Such lists shall
   also be produced and kept at the time and place of the meeting during
   the whole time thereof, and may be inspected by any stockholder who is
   present.  The stock ledger shall be the only evidence as to who are
   the stockholders entitled to examine the stock ledger, the list of
   stockholders entitled to vote, or the books of the Corporation, or to
   vote in person or by proxy at any meeting of stockholders.

        2.7  Quorum.  The holders of shares of stock of the Corporation
   entitled to cast a majority of the total votes that all of the
   outstanding shares of stock of the Corporation would be entitled to
   cast at the meeting, represented in person or by proxy, shall
   constitute a quorum at any meeting of stockholders; provided, that if
   less than a majority of the outstanding shares of capital stock are
   represented at said meeting, a majority of the shares of capital stock
   so represented may adjourn the meeting.  If a quorum is present, the
   affirmative vote of a majority of the votes entitled to be cast by the
   holders of shares of capital stock represented at the meeting shall be
   the act of the stockholders, unless a different number of votes is
   required by the General Corporation Law, the Certificate of
   Incorporation or these By-Laws.  At any adjourned meeting at which a
   quorum shall be present, any business may be transacted which might
   have been transacted at the original meeting.  Withdrawal of
   stockholders from any meeting shall not cause failure of a duly
   constituted quorum at that meeting.

        2.8  Proxies.  Each stockholder entitled to vote at a meeting of
   stockholders or to express consent or dissent to corporate action in
   writing without a meeting may authorize another person or persons to
   act for him by proxy, but no such proxy shall be voted or acted upon
   after three years from its date, unless the proxy provides for a
   longer period.

        2.9  Voting of Stock.  Each stockholder shall be entitled to such
   vote as shall be provided in the Certificate of Incorporation, or,
   absent provision therein fixing or denying voting rights, shall be
   entitled to one vote per share with respect to each matter submitted
   to a vote of stockholders.

        2.10 Voting of Stock by Certain Holders.  Persons holding stock
   in a fiduciary capacity shall be entitled to vote the shares so held. 

                                   - 113 -

<PAGE>

   Persons whose stock is pledged shall be entitled to vote, unless in
   the transfer by the pledgor on the books of the Corporation he has
   expressly empowered the pledgee to vote thereon, in which case only
   the pledgee or his proxy may represent such stock and vote thereon.  
   Stock standing in the name of another corporation, domestic or
   foreign, may be voted by such officer, agent or proxy as the charter
   or by-laws of such corporation may prescribe or, in the absence of
   such provision, as the board of directors of such corporation may
   determine.  Shares of its own capital stock belonging to the
   Corporation or to another corporation, if a majority of the shares
   entitled to vote in the election of directors of such other
   corporation is held by the Corporation, shall neither be entitled to
   vote nor counted for quorum purposes, but shares of its capital stock
   held by the Corporation in a fiduciary capacity may be voted by it and
   counted for quorum purposes.

        2.11 Voting by Ballot.  Voting on any question or in any election
   may be by voice vote unless the presiding officer shall order or any
   stockholder shall demand that voting be by ballot.


                                 ARTICLE III

                                  DIRECTORS
                                  ---------

        3.1  General Powers.  The business of the Corporation    shall be
   managed by its Board of Directors.

        3.2  Number, Tenure and Qualification.  The number of directors
   of the Corporation shall be ten, and the term of office of each
   director shall be as set forth in the Certificate of Incorporation of
   the Corporation.  Any director may resign at any time upon written
   notice to the Corporation.  Directors need not be stockholders of the
   Corporation.

        3.3  Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this By-Law,
   immediately after, and at the same place as, the annual meeting of
   stockholders.  The Board of Directors may provide, by resolution, the
   time and place, either within or without the State of Delaware, for
   the holding of additional regular meetings without other notice than
   such resolution.

        3.4  Special Meetings.  Special meetings of the Board of
   Directors may be called by or at the request of the Vice Chairman and
   Chief Executive Officer or any two directors.  The person or persons
   authorized to call special meetings of the Board of Directors may fix
   any place, either within or without the State of Delaware, as the


                                   - 114 -

<PAGE>

   place for holding any special meeting of the Board of Directors called
   by them.

        3.5  Notice.  Notice of any special meeting of directors, unless
   waived, shall be given, in accordance with Section 3.6 of the By-Laws,
   in person, by mail, by telegram or cable, by telephone, or by any
   other means that reasonably may be expected to provide similar notice. 
    Notice by mail and, except in emergency situations as described
   below, notice by any other means, shall be given at least two (2) days
   before the meeting.  For purposes of dealing with an emergency
   situation, as conclusively determined by the director(s) or officer(s)
   calling the meeting, notice may be given in person, by telegram or
   cable, by telephone, or by any other means that reasonably may be
   expected to provide similar notice, not less than two hours prior to
   the meeting.  If the secretary shall fail or refuse to give such
   notice, then the notice may be given by the officer(s) or director(s)
   calling the meeting.  Any meeting of the Board of Directors shall be a
   legal meeting without any notice thereof having been given, if all the
   directors shall be present at the meeting.  The attendance of a
   director at any meeting shall constitute a waiver of notice of such
   meeting, and no notice of a meeting shall be required to be given to
   any director who shall attend such meeting.  Neither the business to
   be transacted at, nor the purpose of, any regular or special meeting
   of the Board of Directors need be specified in the notice or waiver of
   notice of such meeting.

        3.6  Notice to Directors.  If notice to a director is given by
   mail, such notice shall be deemed to have been given when deposited in
   the United States mail, postage prepaid, addressed to the director at
   his address as it appears on the records of the Corporation.  If
   notice to a director is given by telegram, cable or other means that
   provide written notice, such notice shall be deemed to have been given
   when delivered to any authorized transmission company, with charges
   prepaid, addressed to the director at his address as it appears on the
   records of the Corporation.  If notice to a director is given by
   telephone, wireless, or other means of voice transmission, such notice
   shall be deemed to have been given when such notice has been
   transmitted by telephone, wireless or such other means to such number
   or call designation as may appear on the records of the Corporation
   for such director.

        3.7  Quorum.  Except as otherwise required by the General Corpo-
   ration Law or by the Certificate of Incorporation, a majority of the
   number of directors fixed by these By-Laws shall constitute a quorum
   for the transaction of business at any meeting of the Board of
   Directors, provided that, if less than a majority of such number of
   directors are present at said meeting, a majority of the directors
   present may adjourn the meeting from time to time without further
   notice.  Interested directors may be counted in determining the


                                   - 115 -

<PAGE>

   presence of a quorum at a meeting of the Board of Directors or of a
   committee thereof.

        3.8  Manner of Acting.  The vote of the majority of the directors
   present at a meeting at which a quorum is present shall be the act of
   the Board of Directors.

        3.9  Action Without a Meeting.  Any action required or permitted
   to be taken at any meeting of the Board of Directors, or of any
   committee thereof, may be taken without a meeting if all the members
   of the Board or committee, as the case may be, consent thereto in
   writing, and the writing or writings are filed with the minutes of
   proceedings of the Board or committee.

        3.10 Vacancies.  Vacancies on the Board of Directors, newly
   created directorships resulting from any increase in the authorized
   number of directors or any vacancies in the Board of Directors
   resulting from death, disability, resignation, retirement,
   disqualification, removal from office or other cause shall be filled
   in accordance with the provisions of the Certificate of Incorporation.

        3.11 Compensation.  The Board of Directors, by the affirmative
   vote of a majority of directors then in office, and irrespective of
   any personal interest of any of its members, shall have authority to
   establish reasonable compensation of all directors for services to 
   the Corporation as directors, officers, or otherwise.  The directors
   may be paid their expenses, if any, of attendance at each meeting of
   the Board and at each meeting of any committee of the Board of which
   they are members in such manner as the Board of Directors may from
   time to time determine.

        3.12 Presumption of Assent.  A director of the Corporation who is
   present at a meeting of the Board of Directors or at a meeting of any
   committee of the Board at which action on any corporate matter is
   taken shall be conclusively presumed to have assented to the action
   taken unless his dissent shall be entered in the minutes of the
   meeting or unless he shall file his written dissent to such action
   with the person acting as the secretary of the meeting before the
   adjournment thereof or shall forward such dissent by registered mail
   to the Secretary of the Corporation within 24 hours after the
   adjournment of the meeting.  Such right to dissent shall not apply to
   a director who voted in favor of such action.

        3.13 Committees.  By resolution passed by a majority of the whole
   Board, the Board of Directors may designate one or more committees,
   each such committee to consist of two or more directors of the
   Corporation.  The Board may designate one or more directors as
   alternate members of any committee, who may replace any absent or
   disqualified member of any meeting of the committee.  Any such
   committee, to the extent provided in the resolution or in these By-

                                   - 116 -

<PAGE>

   Laws, shall have any may exercise the powers of the Board of Directors
   in the management of the business and affairs of the Corporation, and
   may authorize the seal of the Corporation to be affixed to all papers
   which may require it.  In the absence or disqualification of any
   member of such committee or committees, the member or members thereof
   present at the meeting and not disqualified from voting, whether or
   not he or they constitute a quorum, may unanimously appoint another
   member of the Board of Directors to act at the meeting in the place of
   such absent or disqualified member.


                                 ARTICLE IV

                                  OFFICERS
                                 ----------

        4.1  Number.  The officers of the Corporation shall be a Chairman
   of the Board, a Vice Chairman and Chief Executive Officer, a President
   and Chief Operating Officer, one or more Group Presidents (the number
   thereof to be determined by the Board of Directors), one or more vice
   presidents (the number thereof to be determined by the Board of
   Directors), Treasurer, a Secretary and such Assistant Treasurers,
   Assistant Secretaries or other officers as may be elected by the Board
   of Directors.

        4.2  Election and Term of Office.  The officers of the
   Corporation shall be elected annually by the Board of Directors at the
   first meeting of the Board of Directors held after each annual meeting
   of stockholders.  If the election of officers shall not be held at
   such meeting, such election shall be held as soon thereafter as
   conveniently may be.  New offices may be created and filled at any
   meeting of the Board of Directors.  Each officer shall hold office
   until his successor is elected and has qualified or until his earlier
   resignation or removal.  Any officer may resign at any time upon
   written notice to the Corporation.  Election of an officer shall not
   of itself create contract rights, except as may otherwise be provided
   by the General Corporation Law, the Certificate of Incorporation of
   these By-Laws.

        4.3  Removal.  Any officer elected by the Board of Directors may
   be removed by the Board of Directors whenever in its judgement the
   best interests of the Corporation would be served thereby, but such
   removal shall be without prejudice to the contract rights, if any, of
   the person so removed.

        4.4  Vacancies.  A vacancy in any office occurring because of
   death, resignation, removal or otherwise, may be filled by the Board
   of Directors.



                                   - 117 -

<PAGE>

        4.5  The Chairman.  The Chairman shall preside at all meetings of
   the Board of Directors.  In general, he shall perform all duties
   incident to the office of Chairman and such other duties as may be
   prescribed by the Board of Directors from time to time.

        4.6  The Vice Chairman and Chief Executive Officer.  The Vice
   Chairman and Chief Executive Officer shall be the principal executive
   officer of the Corporation.  Subject only to the Board of Directors,
   he shall be in charge of the business of the Corporation; he shall see
   that the resolutions and directions of the Board of Directors are
   carried into effect except in those instances in which that
   responsibility is specifically assigned to some other person by the
   Board of Directors; and, in general, he shall discharge all duties
   incident to the office of the chief executive officer of the
   Corporation and such other duties as may be prescribed by the Board of
   Directors from time to time.  In the absence of the Chairman of the
   Board, the Vice Chairman and Chief Executive Officer shall preside at
   all meetings of the Board of Directors.  The Vice Chairman and Chief
   Executive Officer shall have authority to vote or to refrain from
   voting any and all shares of capital stock of any other corporation
   standing in the name of the Corporation, by the execution of a written
   proxy, the execution of a written ballot, the execution of a written
   consent or otherwise, and, in respect to any meeting of the
   stockholders of such other corporation, and, on behalf of the
   Corporation, may waive any notice of the calling of any such meeting. 
   The Vice Chairman and Chief Executive Officer shall perform such other
   duties as may be prescribed by the Board of Directors from time to
   time.

   The Vice Chairman and Chief Executive Officer, or, in his absence, the
   President and Chief Operating Officer, the Vice President-Finance, the
   Vice President-Controller, the Treasurer or such other person as the
   Board of Directors or one of the preceding named officers shall
   designate, shall call any meeting of the stockholders of the
   Corporation to order and shall act as chairman of such meeting.  In
   the event that no one of the Vice Chairman and Chief Executive
   Officer, the President and Chief Operating Officer, the Vice
   President-Finance, the Vice President-Controller, the Treasurer or a
   person designated by the Board of Directors or by one of the preceding
   named officers, is present, the meeting shall not be called to order
   until such time as there shall be present the Vice Chairman and Chief
   Executive Officer, the President and Chief Operating Officer, the Vice
   President-Finance, the Vice President-Controller, the Treasurer or a
   person designated by the Board of Directors or by one of the preceding
   named officers.  The chairman of any meeting of the stockholders of
   this Corporation shall have plenary power to set the agenda, determine
   the procedure and rules of order, and make definitive rulings at
   meetings of the stockholders.  The Secretary or an Assistant Secretary
   of the Corporation shall act as secretary at all meetings of the
   stockholders, but in the absence of the Secretary or an Assistant

                                   - 118 -

<PAGE>

   Secretary, the chairman of the meeting may appoint any person to act
   as secretary of the meeting.

        4.7  The President and Chief Operating Officer.  The President
   and Chief Operating Officer shall be the principal operating officer
   of the Corporation and, subject only to the Board of Directors and to
   the Vice Chairman and Chief Executive Officer, he shall have general
   authority over and general management and control of the property,
   business and affairs of the Corporation.  In general, he shall
   discharge all duties incident to the office of the principal operating
   officer of the Corporation and such other duties as may be prescribed
   by the Board of Directors and the Vice Chairman and Chief Executive
   Officer from time to time.  In the absence of the Vice Chairman and
   Chief Executive Officer or in the event of his disability, or
   inability to act, or to continue to act, the President and Chief
   Operating Officer shall perform the duties of the Vice Chairman and
   Chief Executive Officer, and when so acting, shall have all of the
   powers of and be subject to all of the restrictions upon the office of
   Vice Chairman and Chief Executive Officer.  Except in those instances
   in which the authority to execute is expressly delegated to another
   officer or agent of the Corporation or a different mode of execution
   is expressly prescribed by the Board of Directors or these By-Laws, he
   may execute for the Corporation certificates for its shares (the issue
   of which shall have been authorized by the Board of Directors), and
   any contracts, deeds, mortgages, bonds, or other instruments that the
   Board of Directors has authorized, and he may (without previous
   authorization by the Board of Directors) execute such contracts and
   other instruments as the conduct of the Corporation's business in its
   ordinary course requires, and he may accomplish such execution in each
   case either individually or with the Secretary, any Assistant
   Secretary, or any other officer thereunto authorized by the Board of
   Directors, according to the requirements of the form of the
   instrument.  The President and Chief Operating Officer shall have
   authority to vote or to refrain from voting any and all shares of
   capital stock of any other corporation standing in the name of the
   Corporation, by the execution of a written proxy, the execution of a
   written ballot, the execution of a written consent or otherwise, and,
   in respect of any meeting of stockholders of such other corporation,
   and, on behalf of the Corporation, may waive any notice of the calling
   of any such meeting.

        4.8  The Group Presidents.  Each of the Group Presidents shall
   have general authority over and general management and control of the
   property, business and affairs of certain businesses of the
   Corporation.  Each of the Group Presidents shall report to the
   President and Chief Operating Officer or such other officer as may be
   determined by the Board of Directors or the President and Chief
   Operating Officer and shall have such other duties and
   responsibilities as may be assigned to him by the President and Chief
   Operating Officer and the Board of Directors from time to time.

                                   - 119 -

<PAGE>

        4.9  The Vice Presidents.  Each of the Vice Presidents shall
   report to the President and Chief Operating Officer or such other
   officer as may be determined by the Board of Directors or the
   President and Chief Operating officer.  Each Vice President shall have
   such duties and responsibilities as from time to time may be assigned
   to him by the President and Chief Operating Officer and the Board of
   Directors.

        4.10 The Treasurer.  The Treasurer shall:  (i) have charge and
   custody of and be responsible for all funds and securities of the
   Corporation; receive and give receipts for monies due and payable to
   the Corporation from any source whatsoever, and deposit all such
   monies in the name of the Corporation in such banks, trust companies
   or other depositories as shall be selected in accordance with the
   provisions of Article V of these By-Laws; (ii) in general, perform all
   the duties incident to the office of Treasurer and such other duties
   as from time to time may be assigned to him by the President and Chief
   Operating Officer or the Board of Directors.  In the absence of the
   Treasurer, or in the event of his incapacity or refusal to act, or at
   the direction of the Treasurer, any Assistant Treasurer may perform
   the duties of the Treasurer.

        4.11 The Secretary.  The Secretary shall:  (i) record all of the
   proceedings of the meetings of the stockholders and Board of Directors
   in one or more books kept for the purpose; (ii) see that all notices
   are duly given in accordance with the provisions of these By-Laws or
   as required by law; (iii) be custodian of the corporate records and of
   the seal of the Corporation and see that the seal of the Corporation
   is affixed to all certificates for shares of capital stock prior to
   the issue thereof and to all documents, the execution of which on
   behalf of the Corporation under its seal is duly authorized in
   accordance with he provisions of these By-Laws; (iv) keep a register
   of the post office address of each stockholder which shall be
   furnished to the Secretary by such stockholder; (v) have general
   charge of the stock transfer books of the Corporation and (vi) in
   general, perform all duties incident to the office of Secretary and
   such other duties as from time to time may be assigned to him by the
   President and Chief Operating Officer or the Board of Directors.  In
   the absence of the Secretary, or in the event of his incapacity or
   refusal to act, or at the direction of the Secretary, any Assistant
   Secretary may perform the duties of Secretary.


                                  ARTICLE V

                    CONTRACTS, LOANS, CHECKS AND DEPOSITS
                    -------------------------------------

        5.1  Contracts.  Except as otherwise determined by the Board of
   Directors or provided in these By-Laws, all deeds and mortgages made

                                   - 120 -

<PAGE>

   by the Corporation and all other written contracts and agreements to
   which the Corporation shall be a party shall be executed in its name
   by the Vice Chairman and Chief Executive Officer or the President and
   Chief Operating Officer or any Vice President so authorized by the
   Board of Directors.

        5.2  Loans.  No loans shall be contracted on behalf of the
   Corporation and no evidences of indebtedness shall be issued in its
   name unless authorized by a resolution of the Board of Directors. 
   Such authority may be general or confined to specific instances.

        5.3  Checks, Drafts, Etc.  All checks, drafts or other orders for
   the payment of money, notes or other evidences of indebtedness issued
   in the name of the Corporation, shall be signed by such officer or
   officers, agent or agents of the Corporation and in such manner as
   shall from time to time be determined by resolution of the Board of
   Directors.

        5.4  Deposits.  All funds of the Corporation not otherwise
   employed shall be deposited from time to time to the credit of the
   Corporation in such banks, trust companies or other depositories as
   the Board of Directors may select.


                                 ARTICLE VI

                         CERTIFICATES FOR SHARES OF
                      CAPITAL STOCK AND THEIR TRANSFER
                      --------------------------------

        6.1  Certificates for Shares of Capital Stock.  Certificates
   representing shares of capital stock of the Corporation shall be in
   such form as may be determined by the Board of Directors.  Such
   certificates shall be signed by the Vice Chairman and Chief Executive
   Officer or the President and Chief Operating Officer or any Vice
   President and by the Treasurer or the Secretary or an Assistant
   Secretary.  If any such certificate is countersigned by a transfer
   agent other than the Corporation or its employee, or by a registrar
   other than the Corporation or its employee, any other signature on the
   certificate may be a facsimile.  In case any officer, transfer agent
   or registrar who has signed or whose facsimile signature has been
   placed upon a certificate shall have ceased to be such officer,
   transfer agent or registrar before such certificate is issued, it may
   be issued by the Corporation with the same effect as if he were such
   officer, transfer agent or registrar at the date of issue.  All
   certificates for share of capital stock shall be consecutively
   numbered or otherwise identified.  The name of the person to whom the
   shares represented thereby are issued, with the number of shares and
   date of issue, shall be entered on the books of the Corporation.  All
   certificates surrendered to the Corporation for transfer shall be

                                   - 121 -

<PAGE>

   cancelled and no new certificates shall be issued until the former
   certificate for a like number of shares shall have been surrendered
   and cancelled and no new certificates shall be issued until the former
   certificate for a like number of shares shall have been surrendered
   and cancelled, except that in case of a lost, destroyed or mutilated
   certificate, a new certificate may be issued therefor upon such terms
   and indemnity to the Corporation as the Board of Directors may
   prescribe.

        6.2  Transfer Agents And Registers.  The Board of Directors may
   appoint one or more transfer agents or assistant transfer agents and
   one or more registrars of transfers, and may require all certificates
   for shares of capital stock of the Corporation to bear the signature
   of a transfer agent and a registrar of transfers.  The Board of
   Directors may at any time terminate the appointment of any transfer
   agent or any assistant transfer agent or any registrar of transfers.


                                 ARTICLE VII

                        LIABILITY AND INDEMNIFICATION
                        -----------------------------

        7.1  Limited Liability of Directors.

        (a)  No person who was or is a director of this Corporation shall
   be personally liable to the Corporation or its stockholders for
   monetary damages for breach of fiduciary duty as a director, except
   for liability (i) for breach of the duty of loyalty to the Corporation
   or its stockholders; (ii) for acts of omissions not in good faith or
   that involve intentional misconduct or know violation of law; (iii)
   under Section 174 of the General Corporation Law; or (iv) for any
   transaction from which the director derived any improper personal
   benefit.  If the General Corporation Law is amended after the
   effective date of the By-Law to further eliminate or limit, or to the
   effective date of this By-Law to further eliminate or limit, or to
   authorize further elimination or limitation of, the personal liability
   of a director to this Corporation or its stockholders shall be
   eliminated or limited to the full extent permitted by the General
   Corporation Law, as so amended.  For Purposes of this By-Law,
   "fiduciary duty as a director" shall include any fiduciary duty
   arising out of serving at the request of this Corporation as a
   director of another corporation, partnership, joint venture, trust or
   other enterprise, and any liability to such other corporation,
   partnership, joint venture, trust or other enterprise, and any
   liability to this Corporation in its capacity as a security holder,
   joint venturer, partner, beneficiary, creditor, or investor of or in
   any such other corporation, partnership, joint venture, trust or other
   enterprise.


                                   - 122 -

<PAGE>

        (b)  Any repeal or modification of the foregoing paragraph by the
   stockholders of this Corporation shall not adversely affect the
   elimination or limitation of the personal liability of a director for
   any act or omission occurring prior to the effective date of such
   repeal or modification.  This provision shall not eliminate or limit
   the liability of a director for any act or omission occurring prior to
   the effective date of this By-Law.

        7.2  Litigation Brought by Third Parties.  The Corporation shall
   indemnify any person who was or is a party or is threatened to be made
   a party to any threatened, pending or completed action, suit or
   proceeding, whether civil, criminal, administrative or investigative
   (other than an action by or in the right of the Corporation) by reason
   of the fact that he is or was or has agreed to become a director or
   officer of the Corporation; or is or was serving or has agreed to
   serve at the request of the Corporation as a director or officer of
   the Corporation as a director or officer of another corporation,
   partnership, joint venture, trust or other enterprise, or by reason of
   any action alleged to have been taken or omitted in such capacity,
   against costs, charges and other expenses (including attorneys' fees)
   ("Expenses"), judgements, fines and amounts paid in settlement
   actually and reasonably incurred by him in connection with such
   action, suit or proceeding and any appeal thereof if he acted in good
   faith and in a manner he reasonably believed to be in or not opposed
   to the best interests of the Corporation, and, with respect to any
   criminal action or proceeding, had no reasonable cause to believe his
   conduct was unlawful.  The termination of any action, suit or
   proceeding by judgement, order, settlement, conviction, or plea of
   nolo contendere or its equivalent, shall not, of itself, create a
   presumption that the person did not act in good faith and in a manner
   he reasonably believed to be in or not opposed to the best interests
   of the Corporation, and, with respect to any criminal action or
   proceeding, had reasonable cause to believe that his conduct was
   unlawful.  For purposes of this By-Law, "serving or has agreed to
   serve at the request of the Corporation as a director or officer of
   another corporation, partnership, joint venture, trust or other
   enterprise" shall include any service by a director or officer of the
   Corporation as a director, officer, employee, director or officer of
   the Corporation as a director, officer, employee, agent or fiduciary
   of such other corporation, partnership, joint venture trust or other
   enterprise, or with respect to any employee benefit plan (or its
   participants or beneficiaries) of the Corporation or any such other
   enterprise.

        7.3  Litigation By or in the Right of the Corporation.  The
   Corporation shall indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action or suit by or in the right of the Corporation to procure a
   judgment in its favor by reason of the fact that he is or was or has
   agreed to become a director or officer of the Corporation, or is or

                                   - 123 -

<PAGE>

   was serving or has agreed to serve at the request of the Corporation
   as a director or officer of another corporation, partnership, joint
   venture, trust or other enterprise, or by reason of any action alleged
   to have been taken or omitted in such capacity against Expenses
   actually and reasonably incurred by him in connection with the
   investigation, defense or settlement of such action or suit and any
   appeal thereof if he acted in good faith and in a manner he reasonably
   believed to be in or not opposed to the best interests of the
   Corporation and except that no indemnification shall be made in
   respect of any claim, issue or matter as to which such person shall
   have been adjudged to be liable to the Corporation unless and only to
   the extent that the Court of Chancery of Delaware or the court in
   which such action or suit was brought shall determine upon application
   that, despite the adjudication of liability but in view of all the
   circumstances of the case, such person is fairly and reasonably
   entitled to indemnity for such Expenses as the Court of Chancery of
   Delaware or such other court shall deem proper.

        7.4  Successful Defense.  To the extent that any person referred
   to in section 7.2 or 7.3 of these By-Laws has been successful on the
   merits or otherwise, including, without limitation, the dismissal of
   an action without prejudice, in defense of any action, suit or
   proceeding referred to therein or in defense of any claim, issue or
   matter therein, he shall be indemnified against Expenses actually and
   reasonably incurred by him in connection therewith.

        7.5  Determination of Conduct. Any indemnification under section
   7.2 or 7.3 of these By-Laws (unless ordered by a court) shall be made
   by the Corporation only as authorized in the specific case upon a
   determination that indemnification of the director or officer is
   proper in the circumstances because he has met the applicable standard
   of conduct set forth in section 7.2 or 7.3.  Such determination shall
   be made (i) by the Board of Directors by a majority vote of a quorum
   (as defined in these By-laws) consisting of directors who were not
   parties to such action, suit or proceeding, or (ii) if such quorum is
   not obtainable, or, even if obtainable a quorum of disinterested
   directors so directs, by independent legal counsel in a written
   opinion, or (iii) by the stockholders.

        7.6  Advance Payment.  Expenses incurred in defending a civil or
   criminal action, suit or proceeding shall be paid by the Corporation
   in advance of the final disposition of such action, suit or proceeding
   and any appeal upon receipt by the Corporation of an undertaking by or
   on behalf of the director or officer to repay such amount if it shall
   ultimately be determined that the is not entitled to be indemnified by
   the Corporation.

        7.7  Determination of Entitlement to Indemnification.  The
   determination of the entitlement of any person to indemnification
   under section 7.2, 7.3 or 7.4 or to advancement of Expenses under

                                   - 124 -

<PAGE>

   section 7.6 of these By-Laws shall be made promptly, and in any event
   within 60 days after the Corporation has received a written request
   for payment from or on behalf of a director or officer and payment of
   amounts due under such sections shall be made immediately after such
   determination.  If no disposition of such request is made within said
   60 days or if payment has not been made within 10 days thereafter, or
   if such request is rejected, the right to indemnification or
   advancement of Expenses provided by this By-Law shall be enforceable
   by or on behalf of the director or officer in any court of competent
   jurisdiction.  In addition to the other amounts due under this By-Law,
   Expenses incurred by or on behalf of a director or officer in
   successfully establishing his right to indemnification or advancement
   of Expenses, in whole or in part, in any such action (or settlement
   thereof) shall be paid by the Corporation.

        7.8  By-Laws Not Exclusive: Change in Law.  The indemnification
   and advancement of Expenses provided by these By-Laws shall not be
   deemed exclusive of any other rights to which those seeking
   indemnification or advancement of Expenses may be entitled under any
   law (common or statutory), the Certificate of Incorporation,
   agreement, vote of stockholders or disinterested directors or
   otherwise, both as to action in his official capacity and as to action
   in another capacity while holding such office, or while employed by or
   acting as a director or officer of the Corporation or as a director or
   officer of another corporation, partnership, joint venture, trust or
   other enterprise, and shall continue as to a person who has ceased to
   be a director or officer and shall inure to the benefit of the heirs,
   executors and administrators of such a person.  Notwithstanding the
   provisions of these By-Laws, the Corporation shall indemnify or make
   advancement of Expenses to any person referred to in section 7.2 or
   7.3 of this By-Law to the full extent permitted under the laws of
   Delaware and any other applicable laws, as they now exist or as they
   may be amended in the future.

        7.9  Contract Rights.  All rights to indemnification and
   advancement of Expenses provided by these By-Laws shall be deemed to
   be a contract between the Corporation and each director or officer of
   the Corporation who serves, served or has agreed to serve in such
   capacity, or at the request of the Corporation as director or officer
   of another corporation, partnership, joint venture, trust or other
   enterprise, at any time while these By-Laws and the relevant
   provisions of the General Corporation Law or other applicable law, if
   any, are in effect.  Any repeal or modification of these By-Laws, or
   any repeal or modification of relevant provisions of the Delaware
   General Corporation Law or any other applicable law, shall not in any
   way diminish any rights to indemnification of or advancement of
   Expenses to such director or officer or the obligations of the
   Corporation.



                                   - 125 -

<PAGE>

        7.10 Insurance. The Corporation shall have power to purchase and
   maintain insurance on behalf of any person who is or was or has to
   become a director or officer of the Corporation, or is or was serving
   or has agreed to serve at the request of the Corporation as a director
   or officer of another corporation, partnership, joint venture, trust
   or other enterprise, against any liability asserted against him and
   incurred by him in any such capacity, or arising out of his status as
   such, whether or not the Corporation would have the power to indemnify
   him against such liability under the provisions of these By-Laws.

        7.11 Indemnification of Employees or Agents.  The Board of
   DirectorS may, by resolution, extend the provisions of these By-Laws
   pertaining to indemnification and advancement of Expenses to any
   person who was or is a party or is threatened to be made a party to
   any threatened, pending or completed action, suit or proceeding by
   reason of the fact that he is or was or has agreed to become an
   employee, agent or fiduciary of the Corporation or is or was serving
   or has agreed to serve at the request of the Corporation as a
   director, officer, employee, agent or fiduciary of another
   Corporation, partnership, joint venture, trust or other enterprise or
   with respect to any employee benefit plan (or its participants or
   beneficiaries) of the Corporation or any such other enterprise.


                                ARTICLE VIII

                                 FISCAL YEAR
                                ------------

        8.1  The fiscal year of the Corporation shall end on the thirty-
   first day of December in each year.


                                 ARTICLE IX

                                  DIVIDENDS
                                 ----------

        9.1  The Board of Directors may from time to time declare, and
   the Corporation may pay, dividends on its outstanding shares of
   capital stock in the manner and upon the terms and conditions provided
   by law and its Certificate of Incorporation.









                                   - 126 -

<PAGE>

                                  ARTICLE X

                                    SEAL
                                  ---------

        10.1 The Board of Directors shall provide a corporate seal which
   shall be in the form of a circle and shall have inscribed thereon the
   name of the Corporation and the words "Corporate Seal, Delaware."


                                 ARTICLE XI

                              WAIVER OF NOTICE
                              ----------------

        11.1 Whenever any notice whatever is required to be given under
   any provision of these By-Laws or of the Certificate of Incorporation
   or of the General Corporation Law, a written waiver thereof, signed by
   the person entitled to notice, whether before or after the time stated
   therein, shall be deemed equivalent to notice.  Attendance of a person
   at a meeting of stockholders shall constitute a waiver of notice of
   such meeting, except when the stockholder attends a meeting for the
   express purpose of objecting, at the beginning of the meeting, to the
   transaction of any business because the meeting is not lawfully called
   or convened.  Neither the business to be transacted at, nor the
   purpose of, any regular or special meeting of the stockholders need be
   specified in any written waiver of notice.


                                 ARTICLE XII

                                 AMENDMENTS
                                ------------

        12.1 These By-Laws may be altered, amended or repealed and new
   By-Laws may be adopted at any meeting of the Board of Directors of the
   Corporation by a majority of the whole Board of Directors.














                                   - 127 -



<PAGE>                                                   EXHIBIT 10.20







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




                                 NEWELL CO.




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




                          364-DAY CREDIT AGREEMENT


                         Dated as of August 11, 1994




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

                                $100,000,000

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


                          THE CHASE MANHATTAN BANK
                           (NATIONAL ASSOCIATION),
                                  as Agent


                            ROYAL BANK OF CANADA,
                                 as Co-Agent



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

<PAGE>                     TABLE OF CONTENTS


   This Table of Contents is not part of the Agreement to which it is
   attached but is inserted for convenience of reference only.

                                                                     Page
   SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS  . . . . . . . . .  132
        1.01  Certain Defined Terms  . . . . . . . . . . . . . . . .  132
        1.02  Accounting Terms and Determinations  . . . . . . . . .  147

   SECTION 2.  COMMITMENTS . . . . . . . . . . . . . . . . . . . . .  148
        2.01  Syndicated Loans . . . . . . . . . . . . . . . . . . .  148
        2.02  Borrowings of Syndicated Loans . . . . . . . . . . . .  148
        2.03  Money Market Loans . . . . . . . . . . . . . . . . . .  149
        2.04  Acceptances  . . . . . . . . . . . . . . . . . . . . .  154
        2.05  Changes of Commitments . . . . . . . . . . . . . . . .  159
        2.06  Fees . . . . . . . . . . . . . . . . . . . . . . . . .  160
        2.07  Lending Offices  . . . . . . . . . . . . . . . . . . .  161
        2.08  Several Obligations; Remedies Independent  . . . . . .  161
        2.09  Notes  . . . . . . . . . . . . . . . . . . . . . . . .  161
        2.10  Prepayments  . . . . . . . . . . . . . . . . . . . . .  162
        2.11  Extension of Commitment Termination Date . . . . . . .  162

   SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST  . . . . . . . . .  164
        3.01  Repayment of Loans . . . . . . . . . . . . . . . . . .  164
        3.02  Interest . . . . . . . . . . . . . . . . . . . . . . .  164

   SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.  . .  165
        4.01  Payments . . . . . . . . . . . . . . . . . . . . . . .  165
        4.02  Pro Rata Treatment . . . . . . . . . . . . . . . . . .  166
        4.03  Computations . . . . . . . . . . . . . . . . . . . . .  167
        4.04  Non-Receipt of Funds by the Agent  . . . . . . . . . .  167
        4.05  Set-off; Sharing of Payments . . . . . . . . . . . . .  168

   SECTION 5.  YIELD PROTECTION AND ILLEGALITY.  . . . . . . . . . .  169
        5.01  Additional Costs . . . . . . . . . . . . . . . . . . .  169
        5.02  Limitation on Types of Loans . . . . . . . . . . . . .  171
        5.03  Illegality
 . . . . . . . . . . . . . . . . . . . . . .  172
        5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03 . .  172
        5.05  Compensation . . . . . . . . . . . . . . . . . . . . .  173

   SECTION 6.  CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . .  174
        6.01  Initial Credit Extension . . . . . . . . . . . . . . .  174
        6.02  Initial and Subsequent Credit Extensions . . . . . . .  175

   SECTION 7.  REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . .  176
        7.01  Corporate Existence  . . . . . . . . . . . . . . . . .  176
        7.02  Financial Condition  . . . . . . . . . . . . . . . . .  176
        7.03  Litigation . . . . . . . . . . . . . . . . . . . . . .  177
        7.04  No Breach  . . . . . . . . . . . . . . . . . . . . . .  177


                                    (129)

<PAGE>                                                            Page
                                                                     ----

        7.05  Corporate Action . . . . . . . . . . . . . . . . . . .  177
        7.06  Approvals  . . . . . . . . . . . . . . . . . . . . . .  177
        7.07  Use of Credit  . . . . . . . . . . . . . . . . . . . .  178
        7.08  ERISA  . . . . . . . . . . . . . . . . . . . . . . . .  178
        7.09  Credit Agreements  . . . . . . . . . . . . . . . . . .  178
        7.10  Hazardous Materials  . . . . . . . . . . . . . . . . .  178
        7.11  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .  179
        7.12  True and Complete Disclosure.  . . . . . . . . . . . .  179
        7.13  Subsidiaries.  . . . . . . . . . . . . . . . . . . . .  180
        7.14  Compliance with Law  . . . . . . . . . . . . . . . . .  180

   SECTION 8.  COVENANTS OF THE COMPANY  . . . . . . . . . . . . . .  180
        8.01  Financial Statements . . . . . . . . . . . . . . . . .  180
        8.02  Litigation . . . . . . . . . . . . . . . . . . . . . .  183
        8.03  Corporate Existence, Etc.  . . . . . . . . . . . . . .  183
        8.04  Insurance  . . . . . . . . . . . . . . . . . . . . . .  184
        8.05  Use of Proceeds  . . . . . . . . . . . . . . . . . . .  184
        8.06  Indebtedness . . . . . . . . . . . . . . . . . . . . .  184
        8.07  Fundamental Changes. . . . . . . . . . . . . . . . . .  185
        8.08  Liens  . . . . . . . . . . . . . . . . . . . . . . . .  186
        8.09  Lines of Businesses  . . . . . . . . . . . . . . . . .  188
        8.10  Interest Coverage Ratio  . . . . . . . . . . . . . . .  188
        8.11  Total Indebtedness to Total Capital  . . . . . . . . .  188

   SECTION 9.  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . .  188

   SECTION 10.  THE AGENT; THE CO-AGENT  . . . . . . . . . . . . . .  191
        10.01  Appointment, Powers and Immunities  . . . . . . . . .  191
        10.02  Reliance by Agent . . . . . . . . . . . . . . . . . .  192
        10.03  Defaults  . . . . . . . . . . . . . . . . . . . . . .  192
        10.04  Rights as a Bank  . . . . . . . . . . . . . . . . . .  193
        10.05  Indemnification . . . . . . . . . . . . . . . . . . .  193
        10.06  Non-Reliance on Agent and Other Banks . . . . . . . .  193
        10.07  Failure to Act  . . . . . . . . . . . . . . . . . . .  194
        10.08  Resignation or Removal of Agent . . . . . . . . . . .  194
        10.09  The Co-Agent  . . . . . . . . . . . . . . . . . . . .  195

   SECTION 11.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . .  195
        11.01  Waiver  . . . . . . . . . . . . . . . . . . . . . . .  195
        11.02  Notices . . . . . . . . . . . . . . . . . . . . . . .  195
        11.03  Expenses, Etc.  . . . . . . . . . . . . . . . . . . .  195
        11.04  Amendments, Etc.  . . . . . . . . . . . . . . . . . .  196
        11.05  Assignments and Participations  . . . . . . . . . . .  197
        11.06  Survival  . . . . . . . . . . . . . . . . . . . . . .  199
        11.07  Captions  . . . . . . . . . . . . . . . . . . . . . .  199
        11.08  Counterparts  . . . . . . . . . . . . . . . . . . . .  199
        11.09  Governing Law; Jurisdiction; Service of Process;
             Waiver of Jury Trial; Etc.  . . . . . . . . . . . . . .  199


                                    (130)

<PAGE>                                                            Page
                                                                     ----

        11.10  Successors and Assigns  . . . . . . . . . . . . . . .  200

   Schedule I   - List of Indebtedness
   Schedule II  - List of Liens
   Schedule III - Subsidiaries

   EXHIBIT A-1  - Form of Syndicated Note
   EXHIBIT A-2  - Form of Money Market Note
   EXHIBIT B-1  - Form of Opinion of Special Illinois Counsel
   EXHIBIT B-2  - Form of Opinion of Dale L. Matschullat, Esq.,
                    general counsel to the Company and its
                    Subsidiaries
   EXHIBIT C    - Form of Opinion of Special New York Counsel to the
                    Banks and the Agent
   EXHIBIT D    - Form of Money Market Quote Request
   EXHIBIT E    - Form of Money Market Quote
   EXHIBIT F    - Form of Acceptance Quote Request
   EXHIBIT G    - Form of Acceptance Quote
































                                    (131)

<PAGE>
             364-DAY CREDIT AGREEMENT dated as of August 11, 1994 among: 
   NEWELL CO., a corporation duly organized and validly existing under
   the laws of the State of Delaware (formerly named "New Newell Co.",
   together with its successors, the "Company"); ANCHOR HOCKING
   CORPORATION, a corporation duly organized and validly existing under
   the laws of the State of Delaware (together with its successors,
   "Anchor"); NEWELL OPERATING COMPANY, a corporation duly organized and
   validly existing under the laws of the State of Delaware (formerly
   named "Newell Co.", together with its successors, "Newell"; each of
   Anchor and Newell, individually, a "Drawer" and, collectively, the
   "Drawers"); each of the banks which is a signatory hereto (together
   with its successors and permitted assigns, individually, a "Bank" and,
   collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL
   ASSOCIATION), as Agent for the Banks (in such capacity, together with
   its successors in such capacity, the "Agent").

             The Company and the Drawers have requested that the Banks
   extend credit to the Company and the Drawers (by making loans to the
   Company and creating and discounting bankers acceptances for account
   of the Drawers) in an aggregate principal or face amount not exceeding
   $100,000,000 at any one time outstanding, and the Banks are prepared
   to extend such credit upon the terms hereof.  Accordingly, the parties
   hereto agree as follows:


             SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.
                         -----------------------------------

             1.01  Certain Defined Terms.  As used herein, the following
   terms shall have the following meanings (all terms defined in this
   Section 1 or in other provisions of this Agreement in the singular to
   have the same meanings when used in the plural and vice versa):

             "Acceptance" shall mean a draft drawn by a Drawer on a Bank
   payable to the order of such Bank in Dollars, conforming with the
   requirements of Section 2.04 hereof and accepted by such Bank in
   accordance with Section 2.04(f) hereof.

             "Acceptance Account Party" shall mean, with respect to any
   Acceptance, the Drawer of such Acceptance.

             "Acceptance Documents" shall mean, with respect to any
   Acceptance, the draft drawn by a Drawer in connection with the



                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 133 -



   creation and discount of such Acceptance and all other documents
   evidencing or otherwise relating to such Acceptance.

             "Acceptance Liability" shall mean, with respect to any
   Acceptance, the joint and several obligation of the Company and the
   Acceptance Account Party to pay to the Agent at the Principal Office,
   for account of the Applicable Lending Office of the Accepting Bank,
   the face amount thereof as required by Section 2.04(h) hereof.

             "Acceptance Quote" shall have the meaning assigned to such
   term in Section 2.04(c) hereof.

             "Acceptance Quote Request" shall have the meaning assigned
   to such term in Section 2.04(b) hereof.

             "Accepting Bank" shall mean, with respect to any Acceptance,
   the Bank that created and discounted such Acceptance.

             "Adjusted Operating Income" shall mean, for any period, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP) the sum of (i) operating
   income for such period plus (ii) net income (or minus in the case of
   any net loss) from discontinued operations for such period plus
   (iii) interest and dividends received in cash during such period;
   provided that there shall be excluded from Adjusted Operating Income
   any income of any Person that accrued prior to the date it becomes a
   Subsidiary of the Company or is merged into or consolidated with the
   Company or any Subsidiary of the Company.

             "All-In Rate" shall mean, with respect to any Acceptance,
   the rate at which any Bank offers to accept and discount such
   Acceptance as provided in Section 2.04(f) hereof.

             "Applicable Lending Office" shall mean, for each Bank and
   for each type of Credit, the lending office of such Bank (or of an
   affiliate of such Bank) designated for such type of Credit on the
   signature pages hereof or such other office of such Bank (or of an
   affiliate of such Bank) as such Bank may from time to time specify to
   the Agent and the Company as the office by which its Credits of such
   type are (in the case of Loans) to be made and maintained or (in the
   case of Acceptances) to be accepted and discounted.

             "Applicable Margin" shall mean:

             (a)  with respect to Base Rate Loans, 0%; and


                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 134 -



             (b)  with respect to Eurodollar Loans, 1/4 of 1%; 

   provided that if the financial statements most recently delivered to
   the Agent under Section 8.01(a) hereof shall demonstrate that the
   Interest Coverage Ratio for the fiscal quarter of the Company to which
   such financial statements relate shall be less than 5.5 to 1, then the
   term "Applicable Margin" shall, with respect to each Eurodollar Loan,
   be increased to 5/16 of 1% during the fiscal quarter commencing
   immediately following the day on which such financial statements were
   delivered to the Agent under Section 8.01(a) hereof; provided that,
   for any day on which any Specified Default shall have occurred and be
   continuing, the Applicable Margin with respect to Eurodollar Loans
   shall be 5/16 of 1%.  Notwithstanding the foregoing for any day on
   which more than 50% of the aggregate amount of the Commitments is
   utilized, the Applicable Margin with respect to each Eurodollar Loan
   shall be increased by 1/16 of 1% over what it otherwise would have
   been under the foregoing provisions of this definition.

             "ASC Receivables Sale Agreement" shall mean the receivables
   sale agreement dated December 3, 1991 among the Company as seller and
   collection agent, Asset Securitization Cooperative Corporation as
   purchaser and Canadian Imperial Bank of Commerce as administrative
   agent, as amended, supplemented and otherwise modified and in effect
   from time to time.

             "Base Rate" shall mean, with respect to any Base Rate Loan,
   for any day, the higher of (a) the Federal Funds Rate for such day
   plus 1/2 of 1% and (b) the Prime Rate for such day.

             "Base Rate Loans" shall mean Loans which bear interest based
   upon the Base Rate.

             "Basel Accord" shall mean the proposals for risk-based
   capital framework described by the Basel Committee on Banking
   Regulations and Supervisory Practices in its paper entitled
   "International Convergence of Capital Measurement and Capital
   Standards" dated July 1988, as amended, supplemented and otherwise
   modified and in effect from time to time, or any replacement thereof.

             "Basic Documents" shall mean this Agreement and the Notes.

             "Business Day" shall mean any day on which commercial banks
   are not authorized or required to close in New York City and, where
   such term is used in the definition of "Quarterly Date" in this
   Section 1.01 or if such day relates to the determination of rates of


                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 135 -



   interest or the giving of notices or quotes in connection with a LIBOR
   Auction or to a borrowing of, a payment or prepayment of principal of
   or interest on, or the Interest Period for, a Eurodollar Loan or a
   LIBOR Market Loan or a notice by the Company with respect to any such
   borrowing, payment, prepayment or Interest Period, which is also a day
   on which dealings in Dollar deposits are carried out in the London
   interbank market.

             "Capital Assets" shall mean all property, plant or equipment
   which has been reflected in property, plant or equipment in any
   consolidated balance sheet of the Company and its Subsidiaries
   prepared in accordance with GAAP.

             "Capital Lease Obligations" shall mean, as to any Person,
   the obligations of such Person to pay rent or other amounts under a
   lease of (or other agreement conveying the right to use) real and/or
   personal property which obligations are required to be classified and
   accounted for as a capital lease on a balance sheet of such Person
   under GAAP (including Statement of Financial Accounting Standards No.
   13 of the Financial Accounting Standards Board) and, for purposes of
   this Agreement, the amount of such obligations shall be the
   capitalized amount thereof, determined in accordance with GAAP
   (including such Statement No. 13).

             "Chase" shall mean The Chase Manhattan Bank (National
   Association).

             "Code" shall mean the Internal Revenue Code of 1986, as
   amended.

             "Commitment" shall mean, as to each Bank, the obligation of
   such Bank to make Syndicated Loans in an aggregate amount at any one
   time outstanding equal to the amount set opposite such Bank's name on
   the signature pages hereof under the caption "Commitment" (as the same
   may be reduced pursuant to Section 2.05 hereof).  The original
   aggregate principal amount of the Commitments is $100,000,000.

             "Commitment Termination Date" shall mean the date 364 days
   after the date hereof, as the same may be extended pursuant to Section
   2.11 hereof; provided that, if such date is not a Business Day, the
   Commitment Termination Date shall be the next preceding Business Day.

             "Credit Extension" shall mean (i) the making of any Loan
   hereunder and (ii) the creation and discount of any Acceptance
   hereunder.


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             "Credits" shall mean Loans (which may be Base Rate Loans,
   Eurodollar Loans or Money Market Loans) and Acceptance Liabilities.

             "Default" shall mean an Event of Default or an event which
   with notice or lapse of time or both would become an Event of Default.

             "Determination Date" shall mean, for any Disposition, the
   last day of the fiscal quarter ending on or immediately preceding the
   date of such Disposition.

             "Disposition" shall have the meaning assigned to that term
   in Section 8.07 hereof.

             "Disposition Period" shall mean, for any Disposition, a
   period of twelve months ending on the date of such Disposition.

             "Dollars" and "$" shall mean lawful money of the United
   States of America.

             "Domestic Shipment" shall mean the sale and shipment by a
   Drawer to another Person from a location in the United States of
   America to another location in the United States of America of a
   specified type of goods.

             "Environmental Affiliate" shall mean, as to any Person, any
   other Person whose liability (contingent or otherwise) for any
   Environmental Claim such Person may have retained, assumed or
   otherwise become liable (contingently or otherwise), whether by
   contract, operation of law or otherwise; provided that each Subsidiary
   of such Person, and each former Subsidiary or division of such Person
   transferred to another Person, shall in any event be an "Environmental
   Affiliate" of such Person.

             "Environmental Claim" shall mean, with respect to any
   Person, any notice, claim, demand or other communication (whether
   written or oral) by any other Person alleging or asserting liability
   of such Person for investigatory costs, cleanup costs, governmental
   response costs, damages to natural resources or other Property,
   personal injuries, fines or penalties arising out of, based on or
   resulting from (a) the presence, or release into the environment, of
   any hazardous material at any location, whether or not owned by such
   Person, or (b) circumstances forming the basis of any violation, or
   alleged violation, of any Environmental Law.




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             "Environmental Laws" shall mean any and all federal, state,
   local and foreign statutes, laws, regulations, ordinances, rules,
   judgments, orders, decrees, permits, concessions, grants, franchises,
   licenses, agreements or other governmental restrictions relating to
   the environment or to emissions, discharges, releases or threatened
   releases of pollutants, contaminants, chemicals or industrial, toxic
   or hazardous substances or wastes into the environment, including,
   without limitation, ambient air, surface water, ground water or land,
   or otherwise relating to the manufacture, processing, distribution,
   use, treatment, storage, disposal, transport or handling of
   pollutants, contaminants, chemicals or industrial, toxic or hazardous
   substances or wastes.

             "ERISA" shall mean the Employee Retirement Income Security
   Act of 1974, as amended from time to time.

             "ERISA Affiliate" shall mean any corporation or trade or
   business which is a member of the same controlled group of
   corporations (within the meaning of Section 414(b) of the Code) as the
   Company or is under common control (within the meaning of
   Section 414(c) of the Code) with the Company.

             "Eurodollar Loans" shall mean Syndicated Loans the interest
   rates on which are determined on the basis of the LIBO Base Rate.

             "Event of Default" shall have the meaning assigned to that
   term in Section 9 hereof.

             "Federal Funds Rate" shall mean, for any day, the rate per
   annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
   equal to the weighted average of the rates on overnight Federal funds
   transactions with members of the Federal Reserve System arranged by
   federal funds brokers on such day as published by the Federal Reserve
   Bank of New York on the Business Day next succeeding such day,
   provided that (i) if the day for which such rate is to be determined
   is not a Business Day, the Federal Funds Rate for such day shall be
   such rate on such transactions on the next preceding Business Day as
   so published on the next succeeding Business Day, and (ii) if such
   rate is not so published for any day, the Federal Funds Rate for such
   day shall be the average rate charged to Chase on such day on such
   transactions as determined by the Agent.

             "Final Risk-Based Capital Guidelines" shall mean (i) the
   Final Risk-Based Capital Guidelines of the Board of Governors of the
   Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R.


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   Part 225, Appendix A) and (ii) and the Final Risk-Based Capital
   Guidelines of the Office of the Comptroller of the Currency, and any
   successor or supplemental regulations (12 C.F.R. Part 3, Appendix A),
   and any successor regulations, in each case, as amended, supplemented
   and otherwise modified and in effect from time to time.

             "GAAP" shall mean generally accepted accounting principles
   applied on a basis consistent with those which, in accordance with the
   last sentence of Section 1.02(a) hereof, are to be used in making the
   calculations for purposes of determining compliance with the
   provisions of this Agreement.

             "Guarantee" of any Person shall mean any guarantee,
   endorsement, contingent agreement to purchase or to furnish funds for
   the payment or maintenance of, or any other contingent liability on or
   with respect to, the Indebtedness, other obligations, net worth,
   working capital or earnings of any other Person (including, without
   limitation, the liability of such Person in respect of the
   Indebtedness of any partnership of which such Person is a general
   partner), or the guarantee by such Person of the payment of dividends
   or other distributions upon the stock of any other Person, or the
   agreement by such Person to purchase, sell or lease (as lessee or
   lessor) property, products, materials, supplies or services primarily
   for the purpose of enabling any other Person to make payment of its
   obligations or to assure a creditor against loss, and the verb
   "Guarantee" shall have a correlative meaning, provided that the term
   "Guarantee" shall not include endorsements for collection or deposits
   in the ordinary course of business.

             "Indebtedness" shall mean, as to any Person at any date
   (without duplication):  (i) indebtedness created, issued, incurred or
   assumed by such Person for borrowed money or evidenced by bonds,
   debentures, notes or similar instruments; (ii) all obligations of such
   Person to pay the deferred purchase price of property or services,
   excluding, however, trade accounts payable (other than for borrowed
   money) arising in, and accrued expenses incurred in, the ordinary
   course of business of such Person so long as such trade accounts
   payable are paid within 120 days of the date the respective goods are
   delivered or the services are rendered; (iii) all Indebtedness of
   others secured by a Lien on any asset of such Person, whether or not
   such Indebtedness is assumed by such Person; (iv) all Indebtedness of
   others Guaranteed by such Person; (v) all Capital Lease Obligations;
   (vi) the Investment Amount (if any); (vii) reimbursement obligations
   of such Person (whether contingent or otherwise) in respect of bankers
   acceptances, surety or other bonds and similar instruments (other than


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<PAGE>                          - 139 -



   commercial, standby or performance letters of credit); and
   (viii) unpaid reimbursement obligations of such Person (other than
   contingent obligations) in respect of commercial, standby or
   performance letters of credit.

             "Indenture" shall mean the Indenture dated as of April 15,
   1992 between the Company and Chase, as trustee, as amended and in
   effect from time to time.

             "Interest Coverage Ratio" shall mean, for any period, the
   ratio of (i) the Adjusted Operating Income for such period to
   (ii) Interest Expense for such period.

             "Interest Expense" shall mean, for any period, the sum, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP), of (a) all interest paid
   during such period in cash, or accrued during such period as an
   expense, in respect of Indebtedness (including, without limitation,
   imputed interest on Capital Lease Obligations and amortization of
   original issue discount) plus (b) all fees or commissions and net
   losses payable during such period in respect of any bankers
   acceptances, surety bonds, letters of credit or similar instruments
   plus (c) the aggregate amount of fees and expenses paid by the Company
   during such period pursuant to Article V of the ASC Receivables Sale
   Agreement (other than legal fees and expenses paid pursuant to Section
   5.2 thereof and the amount of any Collection Agent Fee (as such term
   is defined therein) retained by the Company in its capacity as
   Collection Agent (as such term is defined therein) pursuant to Section
   5.1.4 thereof) plus (d) comparable fees and expenses paid by the
   Company during such period under any other Receivables Sales
   Agreement.

             "Interest Period" shall mean:

             (a)  With respect to any Eurodollar Loan, the period
   commencing on the date such Eurodollar Loan is made and ending on the
   numerically corresponding day in the first, second, third or sixth
   calendar month thereafter, as the Company may select as provided in
   Section 2.02 hereof, except that each Interest Period which commences
   on the last Business Day of a calendar month (or on any day for which
   there is no numerically corresponding day in the appropriate
   subsequent calendar month) shall end on the last Business Day of the
   appropriate subsequent calendar month.




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             (b)  With respect to any Base Rate Loan, the period
   commencing on the date such Base Rate Loan is made and ending on the
   date 30 days thereafter.

             (c)  With respect to any Set Rate Loan, the period
   commencing on the date such Set Rate Loan is made and ending on any
   Business Day up to 180 days thereafter, as the Company may select as
   provided in Section 2.03(b) hereof.

             (d)  With respect to any LIBOR Market Loan, the period
   commencing on the date such LIBOR Market Loan is made and ending on
   the numerically corresponding day in the first, second, third or sixth
   calendar month thereafter, as the Company may select as provided in
   Section 2.03(b) hereof, except that each Interest Period which
   commences on the last Business Day of a calendar month (or any day for
   which there is no numerically corresponding day in the appropriate
   subsequent calendar month) shall end on the last Business Day of the
   appropriate subsequent calendar month.

   Notwithstanding the foregoing:  (i) if any Interest Period would
   otherwise commence before and end after the Commitment Termination
   Date, such Interest Period shall end on the Commitment Termination
   Date; (ii) each Interest Period which would otherwise end on a day
   which is not a Business Day shall end on the next succeeding Business
   Day (or, in the case of an Interest Period for any LIBO Rate Loans, if
   such next succeeding Business Day falls in the next succeeding
   calendar month, on the next preceding Business Day); and
   (iii) notwithstanding clause (i) above, no Interest Period for any
   LIBO Rate Loans shall have a duration of less than one month and, if
   the Interest Period for any such Loans would otherwise be a shorter
   period, such Loans shall not be available hereunder.

             "Investment Amount" shall mean the amount described in (i)
   clause (1) of the definition of "Investment" in the ASC Receivables
   Sale Agreement or (ii) any comparable provision in any other
   Receivables Sales Agreement.

             "LIBO Base Rate" shall mean, with respect to any LIBO Rate
   Loan:

             (a)  the rate per annum (rounded upwards, if necessary, to
        the nearest 1/16 of 1%) appearing on the Dow Jones Telerate
        Service Page 3750 (British Bankers Association Settlement Rate)
        (or such other page as may replace that page in that service) as
        the London Interbank Offered Rate for Dollar deposits at


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<PAGE>                          - 141 -



        approximately 11:00 a.m. London time (or as soon thereafter as
        practicable) two Business Days prior to the first day of the
        Interest Period for such Loan, having a term comparable to such
        Interest Period and in an amount of $1,000,000 or more; or

             (b)  if such rate does not appear on the Dow Jones Telerate
        Service Page 3750 (or, if said page shall cease to be publicly
        available or if the information contained on said page, in the
        Agent's reasonable judgment, shall cease accurately to reflect
        such London Interbank Offered Rate, as reported by any publicly
        available source of similar market data selected by the Agent
        that, in the Agent's reasonable judgment, accurately reflects
        such London Interbank Offered Rate), the LIBO Base Rate shall
        mean, with respect to any LIBO Rate Loan for any Interest Period,
        the arithmetic mean, as determined by the Agent, of the rate per
        annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
        quoted by each Reference Bank at approximately 11:00 a.m. London
        time (or as soon thereafter as practicable) two Business Days
        prior to the first day of the Interest Period for such Loan for
        the offering by such Reference Bank to leading banks in the
        London interbank market of Dollar deposits having a term
        comparable to such Interest Period and in an amount comparable to
        the principal amount of the LIBO Rate Loan to be made by such
        Reference Bank (or its Applicable Lending Office, as the case may
        be) for such Interest Period; provided that (i) if any Reference
        Bank is not participating in any Eurodollar Loan, the LIBO Base
        Rate for such Loan shall be determined by reference to the amount
        of the Loan which such Reference Bank would have made had it been
        participating in such Loans, (ii) in determining the LIBO Base
        Rate with respect to any LIBOR Market Loan, each Reference Bank
        shall be deemed to have made a LIBOR Market Loan in an amount
        equal to $1,000,000, (iii) each Reference Bank agrees to use its
        best efforts to furnish timely information to the Agent for
        purposes of determining the LIBO Base Rate and (iv) if any
        Reference Bank does not furnish such timely information for
        determination of the LIBO Base Rate, the Agent shall determine
        such interest rate on the basis of timely information furnished
        by the remaining Reference Banks.

             "LIBOR Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Margins based on the LIBO Rate
   pursuant to Section 2.03 hereof.





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             "LIBOR Market Loans" shall mean Money Market Loans the
   interest rates on which are determined on the basis of LIBO Rates
   pursuant to a LIBOR Auction.

             "LIBO Rate" shall mean, for any LIBO Rate Loan, a rate per
   annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) 
   determined by the Agent to be equal to the LIBO Base Rate for the
   Interest Period for such Loan divided by 1 minus the Reserve
   Requirement for such Loan for such Interest Period.

             "LIBO Rate Loans" shall mean Eurodollar Loans and
   LIBOR Market Loans.

             "Lien" shall mean, with respect to any asset, any mortgage,
   lien, pledge, charge, security interest or encumbrance of any kind in
   respect of such asset.  For the purposes of this Agreement, the
   Company or any Subsidiary shall be deemed to own subject to a Lien any
   asset which it has acquired or holds subject to the interest of a
   vendor or lessor under any conditional sale agreement, capital lease
   or other title retention agreement relating to such asset.

             "Loans" shall mean Money Market Loans and Syndicated Loans.

             "Majority Banks" shall mean Banks having at least 66-2/3% of
   (i) the aggregate amount of the Commitments and (ii) if the
   Commitments shall have been terminated, the aggregate outstanding
   principal amount of all Loans and the aggregate outstanding amount of
   all Acceptance Liabilities.

             "Major Subsidiary" shall mean, at any time, any Subsidiary
   of the Company if the revenues of such Subsidiary and its Subsidiaries
   for the four consecutive fiscal quarters of such Subsidiary most
   recently ended (determined on a consolidated basis without duplication
   in accordance with GAAP and whether or not such Person was a
   Subsidiary of the Company during all or any part of the fiscal period
   of the Company referred to below) exceed an amount equal to 7-1/2% of
   the revenues of the Company and its Subsidiaries for the four
   consecutive fiscal quarters of the Company most recently ended
   (determined on a consolidated basis without duplication in accordance
   with GAAP and including such Subsidiary and its Subsidiaries on a pro
   forma basis if such Subsidiary was not a Subsidiary of the Company).

             "Material Adverse Effect" shall mean a material adverse
   effect on (i) the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole), (ii) the ability of the Company or any of its Subsidiaries to
   perform its obligations under any of the Basic Documents to which it



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<PAGE>                          - 143 -



   is a party or (iii) the validity or enforceability of any of the Basic
   Documents.

             "Maturity Date" shall mean, with respect to any Acceptance,
   the maturity date of the draft whose acceptance by the Accepting Bank
   created such Acceptance.

             "Money Market Borrowing" shall have the meaning assigned to
   that term in Section 2.03(b) hereof.

             "Money Market Loan Limit" shall have the meaning assigned to
   that term in Section 2.03(c)(ii) hereof.

             "Money Market Loans" shall mean the loans provided for by
   Section 2.03 hereof.

             "Money Market Margin" shall have the meaning assigned to
   that term in Section 2.03(c)(ii)(C) hereof.

             "Money Market Quote" shall have the meaning assigned to that
   term in Section 2.03(c) hereof.

             "Money Market Quote Request" shall have the meaning assigned
   to that term in Section 2.03(b) hereof.

             "Money Market Rate" shall have the meaning assigned to that
   term in Section 2.03(c)(ii)(D) hereof.

             "Multiemployer Plan" shall mean a Plan defined as such in
   Section 3(37) of ERISA to which contributions are being made, or have
   been made since January 1, 1980 by the Company or any ERISA Affiliate
   and which is covered by Title IV of ERISA.

             "Net Worth" shall mean, at any time, the consolidated
   stockholders' equity of the Company and its Subsidiaries determined on
   a consolidated basis without duplication in accordance with GAAP.

             "Non-Strategic Property" shall mean Property acquired as
   part of the acquisition of a business made after the date hereof that
   is designated by resolution of the Board of Directors of the Company
   adopted no later than six months after such acquisition as non-
   strategic Property.

             "Notes" shall mean the promissory notes provided for by
   Section 2.09 hereof.


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             "Obligor" shall mean the Company and each Drawer.

             "PBGC" shall mean the Pension Benefit Guaranty Corporation
   or any entity succeeding to any or all its functions under ERISA.

             "Person" shall mean an individual, a corporation, a company,
   a voluntary association, a partnership, a trust, an unincorporated
   organization or a government or any agency, instrumentality or
   political subdivision thereof.

             "Plan" shall mean an employee benefit or other plan
   established or maintained by the Company or any ERISA Affiliate and
   which is covered by Title IV of ERISA, other than a Multiemployer
   Plan.

             "Post-Default Rate" shall mean, in respect of any principal
   of any Loan, the amount of any Acceptance Liability or any other
   amount payable by the Company under this Agreement or any Note which
   is not paid when due (whether at stated maturity, by acceleration or
   otherwise), a rate per annum during the period commencing on the due
   date until such amount is paid in full equal to the sum of 2% plus the
   Base Rate as in effect from time to time plus the Applicable Margin
   for Base Rate Loans (provided that, if such amount in default is
   principal of a LIBO Rate Loan or a Set Rate Loan and the due date is a
   day other than the last day of the Interest Period therefor, the
   "Post-Default Rate" for such principal shall be, for the period
   commencing on the due date and ending on the last day of the Interest
   Period therefor, 2% above the interest rate for such Loan as provided
   in Section 3.02 hereof and, thereafter, the rate provided for above in
   this definition).

             "Prime Rate" shall mean the rate of interest from time to
   time announced by Chase at the Principal Office as its prime
   commercial lending rate.

             "Principal Office" shall mean the principal office of the
   Agent and Chase presently located at 1 Chase Manhattan Plaza, New
   York, New York 10081.

             "Property" shall mean any right or interest in or to
   property of any kind whatsoever, whether real, personal or mixed and
   whether tangible or intangible (including, without limitation, shares
   of capital stock).




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             "Quarterly Dates" shall mean the last Business Day of each
   March, June, September and December, the first of which shall be the
   first such day after the date of this Agreement.

             "Receivables Sale Agreement" shall mean (i) the
   ASC Receivables Sale Agreement and (ii) any other comparable agreement
   providing for the periodic sales of accounts receivable.

             "Reference Banks" shall mean Chase and Royal Bank of Canada.

             "Regulation D" shall mean Regulation D of the Board of
   Governors of the Federal Reserve System (or any successor), as the
   same may be amended or supplemented from time to time.

             "Regulatory Change" shall mean, with respect to any Bank,
   any change after the date of this Agreement in United States Federal,
   state or foreign law or regulations (including Regulation D) or the
   adoption or making after such date of any interpretations, directives
   or requests applying to a class of banks including such Bank of or
   under any United States Federal, state or foreign law or regulations
   (whether or not having the force of law) by any court or governmental
   or monetary authority charged with the interpretation or
   administration thereof.

             "Reserve Requirement" shall mean, for any Interest Period
   for any LIBO Rate Loan, the effective maximum rate at which reserves
   (including any marginal, supplemental or emergency reserves) are
   required to be maintained during such Interest Period under Regulation
   D by member banks of the Federal Reserve System in New York City with
   deposits exceeding one billion Dollars against "Eurocurrency
   liabilities" (as such term is used in Regulation D).  Without limiting
   the effect of the foregoing, the Reserve Requirement shall reflect any
   other reserves required to be maintained by such member banks by
   reason of any Regulatory Change against (i) any category of
   liabilities which includes deposits by reference to which the LIBO
   Base Rate is to be determined or (ii) any category of extensions of
   credit or other assets which includes LIBO Rate Loans.

             "Set Rate Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Rates pursuant to Section 2.03
   hereof.

             "Set Rate Loans" shall mean Money Market Loans the interest
   rates on which are determined on the basis of Money Market Rates
   pursuant to a Set Rate Auction.


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             "Significant Subsidiary" shall mean, at any time, any
   Subsidiary of the Company if the revenues of such Subsidiary and its
   Subsidiaries for the four consecutive fiscal quarters of such
   Subsidiary most recently ended (determined on a consolidated basis
   without duplication in accordance with GAAP and whether or not such
   Person was a Subsidiary of the Company during all or any part of the
   fiscal period of the Company referred to below) exceed an amount equal
   to 5% of the revenues of the Company and its Subsidiaries for the four
   consecutive fiscal quarters of the Company most recently ended
   (determined on a consolidated basis without duplication in accordance
   with GAAP and including such Subsidiary and its Subsidiaries on a pro
   forma basis of such Subsidiary was not a Subsidiary of the Company).

             "Specified Default" shall mean any Default under Sections
   8.01(a) or 8.01(b) hereof.

             "Subsidiary" of any Person shall mean any corporation of
   which at least a majority of the outstanding shares of stock having by
   the terms thereof ordinary voting power to elect a majority of the
   board of directors of such corporation (irrespective of whether or not
   at the time stock of any other class or classes of such corporation
   shall have or might have voting power by reason of the happening of
   any contingency) is at the time directly or indirectly owned or
   controlled by such Person and/or one or more of the Subsidiaries of
   such Person.  "Wholly-Owned Subsidiary" shall mean any such
   corporation of which all such shares, other than directors' qualifying
   shares, are so owned or controlled.

             "Syndicated Loans" shall mean the loans provided for by
   Section 2.01 hereof.

             "Syndicated Notes" shall mean the promissory notes provided
   for by Section 2.09(a) hereof.

             "Tenor" shall mean, with respect to any Acceptance, the
   period from the date of such Acceptance to the Maturity Date of such
   Acceptance.

             "Total Capital" shall mean the sum of (i) Net Worth plus
   (ii) Total Indebtedness.

             "Total Consolidated Assets" shall mean, as at any time, the
   total of all the assets appearing on the consolidated balance sheet of
   the Company and its Subsidiaries determined in accordance with
   generally accepted accounting principles applicable to the type of


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<PAGE>                          - 147 -



   business in which the Company and such Subsidiaries are engaged, and
   may be determined as of a date, selected by the Company, not more than
   sixty days prior to the happening of the event for which such
   determination is being made.

             "Total Indebtedness" shall mean, as at any time, the total
   Indebtedness of the Company and its Subsidiaries determined on a
   consolidated basis without duplication.

             1.02  Accounting Terms and Determinations.

             (a)  All accounting terms used herein shall be interpreted,
   and, unless otherwise disclosed to the Banks in writing at the time of
   delivery thereof in the manner described in subsection (b) below, all
   financial statements and certificates and reports as to financial
   matters required to be delivered to the Banks hereunder shall be
   prepared, in accordance with generally accepted accounting principles
   applied on a basis consistent with those used in the preparation of
   the latest financial statements furnished to the Banks hereunder after
   the date hereof (or, until such financial statements are furnished,
   consistent with those used in the preparation of the financial
   statements referred to in Section 7.02(a) hereof).  All calculations
   made for the purposes of determining compliance with the terms of
   Sections 8.07(a)(vii), 8.10 and 8.11 hereof shall, except as otherwise
   expressly provided herein, be made by application of generally
   accepted accounting principles applied on a basis consistent with
   those used in the preparation of the annual or quarterly financial
   statements furnished to the Banks pursuant to Section 8.01 hereof (or,
   until such financial statements are furnished, consistent with those
   used in the preparation of the financial statements referred to in
   Section 7.02(a) hereof) unless (i) the Company shall have objected to
   determining such compliance on such basis at the time of delivery of
   such financial statements or (ii) the Majority Banks shall so object
   in writing within 30 days after delivery of such financial statements,
   in either of which events such calculations shall be made on a basis
   consistent with those used in the preparation of the latest financial
   statements as to which such objection shall not have been made (which,
   if objection is made in respect of the first financial statements
   delivered under Section 8.01 hereof, shall mean the financial
   statements referred to in Section 7.02(a) hereof).

             (b)  The Company shall deliver to the Banks at the same time
   as the delivery of any annual or quarterly financial statement under
   Section 8.01 hereof (i) a description in reasonable detail of any
   material variation between the application of accounting principles


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   employed in the preparation of such statement and the application of
   accounting principles employed in the preparation of the next
   preceding annual or quarterly financial statements as to which no
   objection has been made in accordance with the last sentence of
   subsection (a) above and (ii) reasonable estimates of the difference
   between such statements arising as a consequence thereof.

             (c)  To enable the ready and consistent determination of
   compliance with the covenants set forth in Section 8 hereof, the
   Company shall not change the last day of its fiscal year from
   December 31, or the last days of the first three fiscal quarters in
   each of its fiscal years from March 31, June 30 and September 30,
   respectively.


             SECTION 2.  COMMITMENTS.
                         ------------

             2.01  Syndicated Loans.  Each Bank severally agrees, on the
   terms of this Agreement, to make loans to the Company during the
   period from and including the date hereof to and including the
   Commitment Termination Date in an aggregate principal amount at any
   one time outstanding up to but not exceeding the amount of such Bank's
   Commitment as then in effect.  Subject to the terms of this Agreement,
   during such period the Company may borrow, repay and reborrow the
   amount of the Commitments; provided that the aggregate outstanding
   principal amount of all Syndicated Loans and all Money Market Loans,
   together with the aggregate outstanding amount of Acceptance
   Liabilities, at any one time shall not exceed the aggregate amount of
   the Commitments at such time; and provided, further, that there may be
   no more than fifteen (15) different Interest Periods for both
   Syndicated Loans and Money Market Loans outstanding at the same time
   (for which purpose Interest Periods described in different lettered
   clauses of the definition of the term "Interest Period" shall be
   deemed to be different Interest Periods even if they are coterminous). 
   The Syndicated Loans may be Base Rate Loans or Eurodollar Loans (each
   a "type" of Syndicated Loan).

             2.02  Borrowings of Syndicated Loans.  The Company shall
   give the Agent (which shall promptly notify the Banks) notice of each
   borrowing hereunder of Syndicated Loans, which notice shall be
   irrevocable and effective only upon receipt by the Agent, shall
   specify with respect to the Syndicated Loans to be borrowed (i) the
   aggregate amount (which shall be at least $1,000,000 in the case of
   Base Rate Loans and $5,000,000 in the case of Eurodollar Loans and in


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   an integral multiple of $1,000,000 in excess thereof), (ii) the type
   and date (which shall be a Business Day) and (iii) (in the case of
   Eurodollar Loans) the duration of the Interest Period therefor, and
   each such notice shall be given not later than 11:00 a.m. New York
   time on the day which is not less than the number of Business Days
   prior to the date of such borrowing specified below opposite the type
   of such Loans:

                  Type                Number of Business Days
             ----------------         -----------------------

             Base Rate Loans                    0
             Eurodollar Loans                   3

   Not later than 2:00 p.m. New York time on the date specified for each
   Syndicated Loan borrowing hereunder, each Bank shall make available
   the amount of the Syndicated Loan to be made by it on such date to the
   Agent, at the Principal Office, in immediately available funds.  The
   amount so received by the Agent shall, subject to the terms and
   conditions of this Agreement, promptly be made available to the
   Company by depositing the same, in immediately available funds, in an
   account of the Company maintained with Chase at the Principal Office
   designated by the Company.

             2.03  Money Market Loans.

             (a)  In addition to borrowings of Syndicated Loans, the
   Company may, as set forth in this Section 2.03, request the Banks to
   make offers to make Money Market Loans to the Company.  The Banks may,
   but shall have no obligation to, make such offers and the Company may,
   but shall have no obligation to, accept any such offers in the manner
   set forth in this Section 2.03.  Money Market Loans may be LIBOR
   Market Loans or Set Rate Loans (each a "type" of Money Market Loan),
   provided that:

             (i)  there may be no more than fifteen (15) different
        Interest Periods for both Syndicated Loans and Money Market Loans
        outstanding at the same time (for which purpose Interest Periods
        described in different lettered clauses of the definition of the
        term "Interest Period" shall be deemed to be different Interest
        Periods even if they are coterminous); and

            (ii)  the aggregate outstanding principal amount of all Money
        Market Loans and all Syndicated Loans, together with the
        aggregate outstanding amount of all Acceptance Liabilities, at


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        any one time shall not exceed the aggregate amount of the
        Commitments at such time.

             (b)  When the Company wishes to request offers to make Money
   Market Loans, it shall give the Agent (which shall promptly notify the
   Banks) notice in the form of Exhibit E hereto (a "Money Market Quote
   Request") so as to be received no later than 11:00 a.m. New York time
   on (x) the fifth Business Day prior to the date of borrowing proposed
   therein in the case of a LIBOR Auction or (y) the Business Day next
   preceding the date of borrowing proposed therein, in the case of a Set
   Rate Auction, specifying:

             (i)  the proposed date of such borrowing (a "Money Market
        Borrowing"), which shall be a Business Day;

            (ii)  the aggregate amount of such Money Market Borrowing,
        which shall be at least $5,000,000 (or an integral multiple of
        $1,000,000 in excess thereof) but shall not cause the limits
        specified in Section 2.03(a) hereof to be violated;

           (iii)  the duration of the Interest Period applicable thereto;
        and

            (iv)  whether the Money Market Quotes requested are to set
        forth a Money Market Margin or a Money Market Rate.

             The Company may request offers to make Money Market Loans
   for up to three different Interest Periods in a single Money Market
   Quote Request; provided that the request for each separate Interest
   Period shall be deemed to be a separate Money Market Quote Request for
   a separate Money Market Borrowing.  Except as otherwise provided in
   the preceding sentence, no Money Market Quote Request shall be given
   within five Business Days of any other Money Market Quote Request.

             (c)  (i)  Any Bank may, by notice to the Agent in the form
   of Exhibit F hereto (a "Money Market Quote"), submit an offer to make
   a Money Market Loan in response to any Money Market Quote Request;
   provided that, if the Company's request under Section 2.03(b) hereof
   specified more than one Interest Period, such Bank may make a single
   submission containing a separate offer for each such Interest Period
   and each such separate offer shall be deemed to be a separate Money
   Market Quote.  Each Money Market Quote must be submitted to the Agent
   not later than (x) 2:00 p.m. New York time on the fourth Business Day
   prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) 11:00 a.m. New York time on the proposed date of


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   borrowing, in the case of a Set Rate Auction; provided that any Money
   Market Quote submitted by Chase (or its Applicable Lending Office) may
   be submitted, and may only be submitted, if Chase (or such Applicable
   Lending Office) notifies the Company of the terms of the offer
   contained therein not later than (x) 1:00 p.m. New York time on the
   fourth Business Day prior to the proposed date of borrowing, in the
   case of a LIBOR Auction or (y) 10:45 a.m. New York time on the
   proposed date of borrowing, in the case of a Set Rate Auction. 
   Subject to Sections 5.03, 6.02 and 9 hereof, any Money Market Quote so
   made shall be irrevocable except with the written consent of the Agent
   given on the instructions of the Company.

            (ii)  Each Money Market Quote shall specify:

                  (A)  the proposed date of borrowing and the Interest
             Period therefor;

                  (B)  the principal amount of the Money Market Loan for
             which each such offer is being made, which principal amount
             (x) may be greater than or less than the Commitment of the
             quoting Bank, (y) must be in an integral multiple of
             $1,000,000, and (z) may not exceed the principal amount of
             the Money Market Borrowing for which offers were requested;

                  (C)  in the case of a LIBOR Auction, the margin above
             or below the applicable LIBO Rate (the "Money Market
             Margin") offered for each such Money Market Loan, expressed
             as a percentage (rounded to the nearest 1/10,000th of 1%) to
             be added to or subtracted from the applicable LIBO Rate;

                  (D)  in the case of a Set Rate Auction, the rate of
             interest per annum (rounded to the nearest 1/10,000th of 1%)
             (the "Money Market Rate") offered for each such Money Market
             Loan; and

                  (E)  the identity of the quoting Bank.

   No Money Market Quote shall contain qualifying, conditional or similar
   language or propose terms other than or in addition to those set forth
   in the applicable Money Market Quote Request and, in particular, no
   Money Market Quote may be conditioned upon acceptance by the Company
   of all (or some specified minimum) of the principal amount of the
   Money Market Loan for which such Money Market Quote is being made;
   provided that the submission of any Bank containing more than one
   Money Market Quote may be conditioned on the Company not accepting


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<PAGE>                          - 152 -



   offers contained in such submission that would result in such Bank
   making Money Market Loans pursuant thereto in excess of a specified
   aggregate amount (the "Money Market Loan Limit").

             (d)  The Agent shall (x) in the case of a Set Rate Auction,
   as promptly as practicable after the Money Market Quote is submitted
   (but in any event not later than 11:15 a.m. New York time) or (y) in
   the case of a LIBOR Auction, by 4:00 p.m. New York time on the day a
   Money Market Quote is submitted, notify the Company of the terms
   (i) of any Money Market Quote submitted by a Bank that is in
   accordance with Section 2.03(c) hereof and (ii) of any Money Market
   Quote that amends, modifies or is otherwise inconsistent with a
   previous Money Market Quote submitted by such Bank with respect to the
   same Money Market Quote Request.  Any such subsequent Money Market
   Quote shall be disregarded by the Agent unless such subsequent Money
   Market Quote is submitted solely to correct a manifest error in such
   former Money Market Quote.  The Agent's notice to the Company shall
   specify (A) the aggregate principal amount of the Money Market
   Borrowing for which offers have been received and (B) the respective
   principal amounts and Money Market Margins or Money Market Rates, as
   the case may be, so offered by each Bank (identifying the Bank that
   made each Money Market Quote).

             (e)  Not later than (x) 11:00 a.m. New York time on the
   third Business Day prior to the proposed date of borrowing, in the
   case of a LIBOR Auction or (y) noon New York time on the proposed date
   of borrowing, in the case of a Set Rate Auction, the Company shall
   notify the Agent of its acceptance or nonacceptance of the offers so
   notified to it pursuant to Section 2.03(d) hereof (which notice shall
   specify the aggregate principal amount of offers from each Bank for
   each Interest Period that are accepted; and the failure of the Company
   to give such notice by such time shall constitute non-acceptance) and
   the Agent shall promptly notify each affected Bank of the acceptance
   or non-acceptance of its offers.  The notice by the Agent shall also
   specify the aggregate principal amount of offers for each Interest
   Period that were accepted.  The Company may accept any Money Market
   Quote in whole or in part (provided that any Money Market Quote
   accepted in part from any Bank shall be in an integral multiple of
   $1,000,000); provided that:

             (i)  the aggregate principal amount of each Money Market
        Borrowing may not exceed the applicable amount set forth in the
        related Money Market Quote Request;




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<PAGE>                          - 153 -



            (ii)  the aggregate principal amount of each Money Market
        Borrowing shall be at least $5,000,000 (or an integral multiple
        of $1,000,000 in excess thereof) but shall not cause the limits
        specified in Section 2.03(a) hereof to be violated);

           (iii)  acceptance of offers may, subject to clause (v) below,
        only be made in ascending order of Money Market Margins or Money
        Market Rates, as the case may be;

            (iv)  the Company may not accept any offer where the Agent
        has advised the Company that such offer fails to comply with
        Section 2.03(c)(ii) hereof or otherwise fails to comply with the
        requirements of this Agreement (including, without limitation,
        Section 2.03(a) hereof); and

             (v)  the aggregate principal amount of each Money Market
        Borrowing from any Bank may not exceed any applicable Money
        Market Loan Limit of such Bank.

   If offers are made by two or more Banks with the same Money Market
   Margins or Money Market Rates, as the case may be, for a greater
   aggregate principal amount than the amount in respect of which offers
   are accepted for the related Interest Period, the principal amount of
   Money Market Loans in respect of which such offers are accepted shall
   be allocated by the Company among such Banks as nearly as possible (in
   an integral multiple of $1,000,000) in proportion to the aggregate
   principal amount of such offers.  Determinations by the Company of the
   amounts of Money Market Loans shall be conclusive in the absence of
   manifest error.

             (f)  Any Bank whose offer to make any Money Market Loan has
   been accepted in accordance with the terms and conditions of this
   Section 2.03 shall, not later than 2:00 p.m. New York time on the date
   specified for the making of such Loan, make the amount of such Loan
   available to the Agent at the Principal Office in immediately
   available funds.  The amount so received by the Agent shall, subject
   to the terms and conditions of this Agreement, promptly be made
   available to the Company on such date by depositing the same, in
   immediately available funds, in an account of the Company maintained
   with Chase at the Principal Office designated by the Company.

             (g)  The amount of any Money Market Loan made by any Bank
   shall not constitute a utilization of such Bank's Commitment.




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             2.04  Acceptances.

             (a)  In addition to borrowings of Loans, each Drawer may, as
   set forth in this Section 2.04, request the Banks to make offers to
   create and discount Acceptances that arise out of Domestic Shipments. 
   The Banks may, but shall have no obligation to, make such offers in
   the manner provided in this Section 2.04, and the Drawer submitting
   any such request may, but shall have no obligation to, accept any such
   offers made in response to such request, provided that:

             (i)  the aggregate outstanding amount of all Acceptance
        Liabilities, together with the aggregate outstanding principal
        amount of all Loans, at any one time shall not exceed the
        aggregate amount of the Commitments at such time; and

            (ii)  in no event shall the Maturity Date of any Acceptance
        occur on or after the Commitment Termination Date.

             (b)  When a Drawer wishes to request offers to create and
   discount Acceptances, it shall give the Agent (which shall promptly
   notify the Banks) notice in the form of Exhibit G hereto (an
   "Acceptance Quote Request") so as to be received by the Agent no later
   than 11:00 a.m. New York time on the Business Day next preceding the
   date proposed therein for the creation and discount of such
   Acceptances, specifying:

             (i)  the aggregate face amount of such Acceptances (which
        shall be at least $5,000,000 or any integral multiple of $100,000
        in excess thereof);

            (ii)  the Tenor of such Acceptances (which in any event may
        not exceed six months);

           (iii)  the type and C.I.F. value of the goods out of whose
        Domestic Shipment such Acceptances will arise;

            (iv)  the date of shipment (which in any event may not be
        more than 30 days prior to the date proposed in the Acceptance
        Quote Request for the creation and discount of such Acceptances);

             (v)  the city and state of origin of shipment; and

            (vi)  the city and state of destination of shipment.




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   Each Acceptance Quote Request shall constitute a certification by a
   Drawer, with respect to the Acceptances requested in such Acceptance
   Quote Request, to the effect set forth below:

             (i)  such Acceptances will arise out of a Domestic Shipment;

            (ii)  the aggregate face amount of such Acceptances will not
        exceed the aggregate C.I.F. value of the goods included in such
        Domestic Shipment;

           (iii)  no other financing has been or will be outstanding with
        respect to such Domestic Shipment;

            (iv)  the Maturity Date of such Acceptances will be
        reasonably commensurate with the date on which payment for the
        goods included in such Domestic Shipment will become due (which
        Tenor constitutes credit terms that are (x) customarily given by
        the relevant Drawer and (y) usual in the industry in which such
        Drawer operates);

             (v)  the goods included in such Domestic Shipment have been
        shipped within 30 days prior to the date of such Acceptance;

            (vi)  the goods included in such Domestic Shipment have been
        shipped either (x) from one State of the United States to another
        State or (y) in the case of a shipment within one State of the
        United States, not less than 25 miles from the location of origin
        of such Domestic Shipment; and

           (vii)  such Domestic Shipment does not involve a retail sale
        to a consumer.

   No Acceptance Quote Request shall be given within five Business Days
   of any other Acceptance Quote Request.

             (c)  (i)  Any Bank may, by submitting a notice to the Agent
        in the form of Exhibit H hereto (an "Acceptance Quote"), offer to
        create and discount Acceptances in response to any Acceptance
        Quote Request.  Each Acceptance Quote must be submitted to the
        Agent not later than 11:00 a.m. New York time on the proposed
        date of creation and discount of the relevant Acceptances;
        provided that any Acceptance Quote submitted by Chase (or its
        Applicable Lending Office) may be submitted, and may only be
        submitted, if Chase (or such Applicable Lending Office) notifies
        the Drawer that submitted the relevant Acceptance Quote Request


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<PAGE>                          - 156 -



        of the terms of the offer contained in such Acceptance Quote not
        later than 10:45 a.m. New York time on the proposed date of
        creation and discount of the relevant Acceptances.  Subject to
        Sections 6.02 and 9 hereof, any Acceptance Quote so made shall be
        irrevocable except with the written consent of the Agent given on
        the instructions of the Drawer that requested the submission of
        such Acceptance Quote.

            (ii)  No Acceptance Quote shall propose terms other than or
        in addition to those requested in the applicable Acceptance Quote
        Request and, in particular, no Acceptance Quote may be
        conditioned upon acceptance by the Drawer that requested the
        submission of such Acceptance Quote of all (or some specified
        minimum) of the aggregate face amount of the Acceptances
        requested in the relevant Acceptance Quote Request; provided that
        the minimums specified in Section 2.04(e) hereof shall apply.

             (d)  The Agent shall, as promptly as practicable (but in any
   event not later than 11:15 a.m. New York time), notify the Drawer
   submitting an Acceptance Quote Request of the terms (i) of any
   Acceptance Quote submitted by a Bank in response to such Acceptance
   Quote Request that is in accordance with Section 2.04(c) hereof and
   (ii) of any Acceptance Quote that amends, modifies or is otherwise
   inconsistent with a previous Acceptance Quote submitted by such Bank
   with respect to the same Acceptance Quote Request.  Any such
   subsequent Acceptance Quote shall be disregarded by the Agent unless
   such subsequent Acceptance Quote is submitted solely to correct a
   manifest error in such former Acceptance Quote.  The Agent's notice to
   the Drawer that submitted an Acceptance Quote Request shall specify
   (A) the aggregate face amount of the Acceptances for which offers have
   been received in response thereto and (B) the aggregate face amount
   and All-In Rate for the Acceptances each Bank has offered to create
   and discount in response to such Acceptance Quote Request (identifying
   the Bank that made each Acceptance Quote).

             (e)  Not later than noon New York time on the proposed date
   of creation and discount of Acceptances, the Drawer requesting the
   creation and discount of such Acceptances shall notify the Agent of
   its acceptance or nonacceptance of the offers for the creation and
   discount of such Acceptances so notified to it pursuant to
   Section 2.04(d) hereof (which notice shall specify the aggregate face
   amount of Acceptances that are accepted with respect to each Bank
   whose offer is accepted in whole or in part; and the failure of the
   Drawer to give such notice by such time shall constitute non-
   acceptance) and the Agent shall promptly notify each affected Bank of


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<PAGE>                          - 157 -



   the acceptance or non-acceptance of its offer.  The notice by the
   Agent shall also specify the aggregate face amount of Acceptances that
   were accepted.  The Drawer that submitted an Acceptance Quote Request
   may accept any Acceptance Quote submitted in response thereto in whole
   or in part (provided that any Acceptance Quote accepted in part from
   any Bank shall be at least equal to $1,000,000 or an integral multiple
   of $100,000 in excess thereof); provided that:

             (i)  the aggregate face amount of the Acceptances created
        and discounted may not exceed the aggregate face amount of
        Acceptances for which Acceptance Quotes are requested in the
        related Acceptance Quote Request;

            (ii)  acceptance of offers may only be made in ascending
        order of their respective All-In Rates; and

           (iii)  no offer may be accepted if the Agent has advised the
        Drawer that such offer fails to comply with Section 2.04(c)(ii)
        hereof or otherwise fails to comply with the requirements of this
        Agreement (including, without limitation, Section 2.04(a)
        hereof).

   If offers are made by two or more Banks in response to an Acceptance
   Quote Request with the same All-In Rates for an aggregate face amount
   of Acceptances that is, together with the aggregate face amount of
   Acceptances offered with lower All-In Rates, greater than the
   aggregate face amount of Acceptances permitted to be accepted as
   provided in clause (i) of the proviso to the immediately preceding
   sentence, the aggregate face amount of Acceptances in respect of which
   such offers with the same
   All-In Rates are accepted shall be allocated by the Drawer that
   submitted such Acceptance Quote Request among such Banks as nearly as
   possible (in a minimum amount of $1,000,000 or any integral multiple
   of $100,000 in excess thereof) in proportion to the aggregate face
   amount of such offers.

             (f)  Any Bank whose offer to create and discount Acceptances
   has been accepted in a specified aggregate amount shall, not later
   than 2:00 p.m. New York time on the date specified for the creation
   and discount of such Acceptances:

             (i)  create such Acceptances in such aggregate amount by the
        acceptance at the Applicable Lending Office of such Bank of a
        draft or drafts in the form customarily employed by such Bank in



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        creating bankers acceptances (the denomination of each such
        Acceptance to be selected by such Bank in its sole discretion);

            (ii)  discount such Acceptances at the All-In Rate specified
        for such Acceptances in the applicable Acceptance Quote;

           (iii)  give the Agent notice of the creation and discount of
        such Acceptances, specifying the aggregate face amount thereof
        and All-In Rate therefor; and

            (iv)  pay to the Agent for account of such Drawer an amount
        equal to the proceeds of such discount.

   The amount so received by the Agent shall, subject to the terms and
   conditions of this Agreement, be promptly made available by the Agent
   to such Drawer by depositing the same, in immediately available funds,
   in an account of such Drawer maintained with Chase at the Principal
   Office designated by such Drawer.

             (g)  The amount of any Acceptance Liability with respect to
   any outstanding Acceptance made by any Bank shall not constitute a
   utilization of such Bank's Commitment.

             (h)  With respect to any Acceptance created and discounted
   hereunder, the Company and the Acceptance Account Party
   unconditionally and jointly and severally agree to pay to the Agent,
   for account of the Applicable Lending Office of the Accepting Bank, on
   the Maturity Date of such Acceptance, or on such earlier date as may
   be required pursuant to the terms of this Agreement, the face amount
   of such Acceptance.  The Agent shall maintain on its books accounts
   showing the aggregate face amount of the Acceptance Liabilities owing
   from time to time to the Banks hereunder.  If either the Company or
   the Acceptance Account Party shall default in the payment in full when
   due (whether at stated maturity, by acceleration or otherwise) of any
   Acceptance Liability, the Company and the Acceptance Account Party
   unconditionally and jointly and severally agree to pay interest on the
   amount in default from the due date thereof until such amount is paid
   in full (such amount to be payable on demand of the Accepting Bank,
   through the Agent, in respect of which such amount is due) at a rate
   per annum equal to the Post-Default Rate.

             (i)  Each Drawer hereby appoints each Bank to be, and each
   Bank hereby accepts such appointment to be, such Drawer's true and
   lawful attorney-in-fact for and on behalf of such Drawer to sign in
   the name of such Drawer, as drawer, drafts naming such Bank as drawee


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   and payee and otherwise in the form customarily employed by such Bank
   in creating bankers acceptances, and to complete such drafts as to
   amount, date and maturity (in such numbers and denominations as such
   Bank is hereby authorized to determine) in accordance with the
   acceptance by such Drawer under Section 2.04(e) hereof of such Bank's
   offer to create and discount Acceptances.

             (j)  At the request of any Bank (through the Agent) that is
   a member of the Federal Reserve System or that is a Federal or state
   branch or agency of a foreign bank subject to reserve requirements
   under Section 7 of the International Banking Act of 1978, the Company
   shall cause the relevant Drawer to provide, and the relevant Drawer
   shall provide, such Bank such documents as may be necessary
   (including, without limitation, contracts of sale, bills of lading and
   invoices) to demonstrate to such Bank and the Board of Governors of
   the Federal Reserve System the truth of the certifications made
   pursuant to the second sentence of Section 2.04(b) hereof upon
   submission by such Drawer of any Acceptance Quote Request.

             (k)  The Company hereby agrees to indemnify each Bank from,
   and hold each of them harmless against, any and all losses,
   liabilities, claims, damages, costs or expenses incurred by any of
   them in the event that any of the certifications made pursuant to the
   second sentence of Section 2.04(b) hereof proves to have been
   incorrect in any material respect, including, without limitation, any
   losses, liabilities, claims, damages, costs or expenses attributable
   to any Acceptance created and discounted by such Bank failing to
   comply with all applicable provisions of law and all regulations,
   rulings and interpretations of the Board of Governors of the Federal
   Reserve System regarding bankers acceptances eligible for discount and
   purchase by a Federal Reserve Bank.

             2.05  Changes of Commitments.

             (a)  Unless theretofore reduced to such amount pursuant to
   paragraphs (b) and (c) below, the aggregate amount of the Commitments
   shall automatically be reduced to zero on the Commitment Termination
   Date.

             (b)  The Company shall have the right to terminate or reduce
   permanently the amount of the Commitments at any time or from time to
   time upon not less than three Business Days' prior notice to the Agent
   (which shall promptly notify the Banks) of each such termination or
   reduction, which notice shall specify the effective date thereof and
   the amount of any such reduction (which shall be in an integral


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<PAGE>                          - 160 -



   multiple of $5,000,000) and shall be irrevocable and effective only
   upon receipt by the Agent; provided that the Company may not at any
   time (i) terminate the Commitments if Loans or Acceptance Liabilities
   are then outstanding or (ii) reduce the aggregate amount of the
   Commitments below the sum of the aggregate outstanding principal
   amount of the Loans plus the aggregate unpaid amount of all Acceptance
   Liabilities.

             (c)  The Commitments once terminated or reduced may not be
   reinstated.

             2.06  Fees.  The Company shall, if the financial statements
   of the Company most recently delivered to the Agent under
   Section 8.01(a) hereof (or, until the first financials are delivered
   under Section 8.01(a) hereof, the quarterly financial statements
   referred to in Section 7.02(a) hereof) demonstrate that the Interest
   Coverage Ratio for the fiscal quarter to which such financial
   statements relate shall fall within one of the ranges set forth below,
   pay to the Agent for account of each Bank a facility fee on such
   Bank's pro rata (based on its Commitment) portion of the aggregate
   Commitments at the rate per annum set forth below opposite such range
   for all of the fiscal quarter (or such portion thereof as Commitments
   are outstanding) immediately following the fiscal quarter to which
   such financial statements relate:

        Interest Coverage Ratio                 Facility Fee
        -----------------------                 ------------

        5.5 to 1 or greater                      2/25 of 1%

        less than 5.5 to 1                       1/10 of 1%

   provided that, for any period during which any Specified Default shall
   have occurred and be continuing, a facility fee shall be payable at a
   rate per annum equal to 1/10 of 1%; provided further that, if the
   Company shall terminate the Commitments in any fiscal quarter before
   receipt of the financial statements under Section 8.01(a) for the
   immediately preceding fiscal quarter, a facility fee shall be payable
   for the fiscal quarter in which such termination occurred (to such
   termination) at the rate applicable to the prior fiscal quarter. 
   Accrued facility fee shall be payable on each Quarterly Date in
   arrears and on the earlier of the date the Commitments are terminated
   and the Commitment Termination Date.




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             2.07  Lending Offices.  The Loans of each type made by each
   Bank shall be made and maintained at such Bank's Applicable Lending
   Office for Loans of such type.  The Acceptances created and discounted
   by each Bank shall be created and discounted at such Bank's Applicable
   Lending Office for Acceptances.

             2.08  Several Obligations; Remedies Independent.  The
   failure of any Bank to make any Syndicated Loan to be made by it on
   the date specified therefor shall not relieve any other Bank of its
   obligation to make its Syndicated Loan on such date, and no Bank shall
   be responsible for the failure of any other Bank to make a Loan or
   create and discount an Acceptance to be made or created and discounted
   by such other Bank.  The amounts payable by the Company at any time
   hereunder and under the Notes to each Bank shall be a separate and
   independent debt and each Bank shall be entitled to protect and
   enforce its rights arising out of this Agreement and the Notes, and it
   shall not be necessary for any other Bank or the Agent to consent to,
   or be joined as an additional party in, any proceedings for such
   purposes.

             2.09  Notes.

             (a)  The Syndicated Loans made by any Bank shall be
   evidenced by a single promissory note of the Company in substantially
   the form of Exhibit A-1 hereto, dated the date of its delivery to the
   Agent, payable to such Bank in a principal amount equal to the amount
   of its Commitment as originally in effect on the date hereof and
   otherwise duly completed.  The date, amount, type, interest rate and
   maturity date of each Syndicated Loan made by each Bank, and all
   payments made on account of the principal thereof, shall be recorded
   by such Bank on its books and, prior to any transfer of such Note held
   by it, endorsed by such Bank on the schedule attached to such Note or
   any continuation thereof; provided that the failure of such Bank to
   make any such recordation or endorsement shall not affect the
   obligations of the Company to make any payment when due of any amount
   owing hereunder or under such Note in respect of the Loans to be
   evidenced by such Note.

             (b)  The Money Market Loans made by any Bank shall be
   evidenced by a single promissory note of the Company in substantially
   the form of Exhibit A-2 hereto, dated the date of its delivery to the
   Agent, payable to such Bank and otherwise duly completed.  The date,
   amount, type, interest rate and maturity date of each Money Market
   Loan made by each Bank, and all payments made on account of the
   principal thereof, shall be recorded by such Bank on its books and,


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   prior to any transfer of such Note held by it, endorsed by such Bank
   on the schedule attached to such Note or any continuation thereof;
   provided that the failure of such Bank to make any such recordation or
   endorsement shall not affect the obligations of the Company to make
   any payment when due of any amount owing hereunder or under such Note
   in respect of the Loans to be evidenced by such Note.

             (c)  No Note may be subdivided, whether by exchange for
   promissory notes of lesser denominations or otherwise except in
   connection with a permitted assignment of a portion of the Loans
   evidenced thereby pursuant to Section 11.05(b) hereof.

             2.10  Prepayments.  The Company may prepay Base Rate Loans
   and Acceptance Liabilities upon not less than one Business Day's prior
   notice to the Agent (which shall promptly notify the Banks), which
   notice shall specify the prepayment date (which shall be a Business
   Day) and the amount of the prepayment (which, in the case of partial
   prepayments, shall be in an integral multiple of $1,000,000) and shall
   be irrevocable and effective only upon receipt by the Agent, provided
   that interest on the principal of any Base Rate Loans prepaid, accrued
   to the prepayment date, shall be paid on the prepayment date.  The
   Company may not voluntarily prepay any LIBO Rate Loans or Set Rate
   Loans (provided that this sentence shall not affect the Company's
   obligation to prepay Loans pursuant to Section 9 of this Agreement).

             2.11  Extension of Commitment Termination Date.  (a)  The
   Company may, by notice to the Agent (which shall promptly deliver a
   copy to each of the Banks) not less than 60 days and not more than 90
   days prior to the Commitment Termination Date then in effect hereunder
   (the "Existing Commitment Termination Date"), request that the Banks
   extend the Commitment Termination Date for an additional 364 days from
   the Consent Date (as defined below).  Each Bank, acting in its sole
   discretion, shall, by notice to the Company and the Agent given on the
   date (and, subject to the proviso below, only on the date) 30 days
   prior to the Existing Commitment Termination Date (provided, if such
   date is not a Business Day, then such notice shall be given on the
   next succeeding Business Day) (the "Consent Date"), advise the Company
   whether or not such Bank agrees to such extension; provided that each
   Bank that determines not to extend the Commitment Termination Date (a
   "Non-extending Bank") shall notify the Agent (which shall notify the
   Company) of such fact promptly after such determination (but in any
   event no later than the Consent Date) and any Bank that does not
   advise the Company on or before the Consent Date shall be deemed to be
   a Non-extending Bank.  The election of any Bank to agree to such
   extension shall not obligate any other Bank to agree.


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             (b)  The Company shall have the right on or before the
   Existing Commitment Termination Date to replace each Non-extending
   Bank with, and otherwise add to this Agreement, one or more other
   banks (which may include any Bank, each prior to the Existing
   Commitment Termination Date an "Additional Commitment Bank") with the
   approval of the Agent (which approval shall not be unreasonably
   withheld), each of which Additional Commitment Banks shall have
   entered into an agreement in form and substance satisfactory to the
   Company and the Agent pursuant to which such Additional Commitment
   Bank shall, effective as of the Existing Commitment Termination Date,
   undertake a Commitment (if any such Additional Commitment Bank is a
   Bank, its Commitment shall be in addition to such Bank's Commitment
   hereunder on such date).

             (c)  If (and only if) Banks holding Commitments that,
   together with the additional Commitments of the Additional Commitment
   Banks that will become effective on the Existing Commitment
   Termination Date, aggregate at least 90% of the aggregate amount of
   the Commitments (not including the additional Commitments of the
   Additional Commitment Banks) on the Consent Date shall have agreed on
   the Consent Date to extend the Existing Commitment Termination Date,
   then, effective as of the Existing Commitment Termination Date, the
   Existing Commitment Termination Date shall be extended to the date
   falling 364 days after the Consent Date (provided, if such date is not
   a Business Day, then such Commitment Termination Date as so extended
   shall be the next preceding Business Day) and each Additional
   Commitment Bank shall thereupon become a "Bank" for all purposes of
   this Agreement.

   Notwithstanding the foregoing, the extension of the Existing
   Commitment Termination Date shall not be effective with respect to any
   Bank unless:

             (i)  no Default shall have occurred and be continuing on
        each of the date of the notice requesting such extension, on the
        Consent Date or on the Existing Commitment Termination Date;

            (ii)  each of the representations and warranties of the
        Company in Section 7 hereof shall be true and correct on and as
        of each of the date of the notice requesting such extension, the
        Consent Date and the Existing Commitment Termination Date with
        the same force and effect as if made on and as of each such date
        (or, if any such representation or warranty is expressly stated
        to have been made as of a specific date, as of such specific
        date); and


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           (iii)  each Non-extending Bank shall have been paid in full by
        the Company all amounts owing to such Bank hereunder on or before
        the Existing Commitment Termination Date.

   Even if the Existing Commitment Termination Date is extended as
   aforesaid, the Commitment of each Non-extending Bank shall terminate
   on the Existing Commitment Termination Date.


             SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.
                         -----------------------------------

             3.01  Repayment of Loans.  The Company will pay to the Agent
   for account of each Bank the principal of each Loan made by such Bank,
   and such Loan shall mature, on the last day of the Interest Period
   therefor.

             3.02  Interest.

             (a)  The Company will pay to the Agent for account of each
   Bank interest on the unpaid principal amount of each Loan made by such
   Bank for the period commencing on the date of such Loan to but
   excluding the date such Loan shall be paid in full, at the following
   rates per annum:

             (i)  if such Loan is a Base Rate Loan, the Base Rate (as in
        effect from time to time);

            (ii)  if such Loan is a Eurodollar Loan, the LIBO Rate for
        such Loan for the Interest Period therefor plus the Applicable
        Margin;

           (iii)  if such Loan is a LIBOR Market Loan, the LIBO Rate for
        such Loan for the Interest Period therefor plus (or minus) the
        Money Market Margin quoted by the Bank making such Loan in
        accordance with Section 2.03 hereof; and

            (iv)  if such Loan is a Set Rate Loan, the Money Market Rate
        for such Loan for the Interest Period therefor quoted by the Bank
        making such Loan in accordance with Section 2.03 hereof.

   Notwithstanding the foregoing, the Company will pay to the Agent for
   account of each Bank interest at the applicable Post-Default Rate on
   any principal of any Loan made by such Bank or any Acceptance
   Liability owing to such Bank, and (to the fullest extent permitted by


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<PAGE>                          - 165 -



   law) on any other amount payable by the Company hereunder or under the
   Note held by such Bank to or for account of such Bank, which shall not
   be paid in full when due (whether at stated maturity, by acceleration
   or otherwise), for the period commencing on the due date thereof until
   the same is paid in full.

             (b)  Accrued interest on each Loan shall be payable on the
   last day of the Interest Period therefor and, if such Interest Period
   is longer than three months, at three-month intervals following the
   first day of such Interest Period, except that interest payable at the
   Post-Default Rate shall be payable from time to time on demand.

             (c)  Promptly after the determination of any LIBO Rate
   provided for herein, the Agent shall (i) notify the Banks to which
   interest at such LIBO Rate is payable and the Company thereof and (ii)
   at the request of the Company, furnish to the Company a copy of the
   Dow Jones Telerate Service Page on the basis of which the relevant
   LIBO Base Rate was determined.  At any time that the Agent determines
   the LIBO Rate on a basis other than using the Dow Jones Telerate
   Service, the Agent shall promptly notify the Company.


             SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.
                         ------------------------------------------------

             4.01  Payments.

             (a)  Except to the extent otherwise provided herein, all
   payments of principal, interest and other amounts to be made by the
   Company under this Agreement and the Notes, and all payments to be
   made by each Acceptance Account Party in respect of its Acceptance
   Liabilities, shall be made in Dollars, in immediately available funds,
   without deduction, set-off or counterclaim, to the Agent at the
   Principal Office, not later than 2:00 p.m. New York time on the date
   on which such payment shall become due (each such payment made after
   such time on such due date to be deemed to have been made on the next
   succeeding Business Day).

             (b)  If the Company or any Acceptance Account Party shall
   default in the payment when due of any principal, interest or other
   amounts to be made by the Company or such Acceptance Account Party (as
   the case may be) under this Agreement or the Notes, any Bank for whose
   account any such payment is to be made may (but shall not be obligated
   to) debit the amount of any such payment due such Bank which is not
   made by such time to any ordinary deposit account of the Company or


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<PAGE>                          - 166 -



   such Acceptance Account Party (as the case may be) with such Bank
   (with notice to the Company or such Acceptance Account Party, as the
   case may be, and the Agent).

             (c)  The Company and each Acceptance Account Party shall, at
   the time of making each payment under this Agreement or any Note for
   account of any Bank, specify to the Agent the Loans, Acceptance
   Liabilities or other amounts payable by it hereunder to which such
   payment is to be applied (and in the event that the payor fails to so
   specify, or if an Event of Default has occurred and is continuing,
   such Bank may apply such payment received by it from the Agent to such
   amounts then due and owing to such Bank as such Bank may determine).

             (d)  Each payment received by the Agent under this Agreement
   or any Note for account of any Bank shall be paid promptly to such
   Bank, in immediately available funds.

             (e)  If the due date of any payment under this Agreement or
   any Note would otherwise fall on a day which is not a Business Day
   such date shall be extended to the next succeeding Business Day and
   interest shall be payable for any principal so extended for the period
   of such extension.

             4.02  Pro Rata Treatment.  Except to the extent otherwise
   provided herein:  (a) each borrowing from the Banks of Syndicated
   Loans under Section 2.01 hereof shall be made from the Banks, each
   payment of fees under Section 2.06 hereof shall be made for account of
   the Banks, and each termination, reduction or extension of the amount
   of the Commitments under Section 2.05 hereof shall be applied to the
   Commitments of the Banks, pro rata according to the amounts of their
   respective Commitments; (b) each payment of principal of Syndicated
   Loans by the Company shall be made for account of the Banks pro rata
   in accordance with the respective unpaid principal amounts of the
   Syndicated Loans held by the Banks; and (c) each payment of interest
   on Syndicated Loans by the Company shall be made for account of the
   Banks pro rata in accordance with the amounts of interest due and
   payable to the respective Bank; provided that, if an Event of Default
   shall have occurred and be continuing, each payment of principal of
   and interest on the Loans and Acceptance Liabilities and other amounts
   owing hereunder by the Company shall be made for account of the Banks
   pro rata in accordance with the aggregate amounts of all principal of
   and interest on the Loans and Acceptance Liabilities and all other
   amounts owing hereunder by the Company then due and payable to the
   respective Bank.



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             4.03  Computations.  Interest on Set Rate Loans, LIBO Rate
   Loans, All-In Rates and the fees payable pursuant to Section 2.06
   hereof shall be computed on the basis of a year of 360 days and actual
   days elapsed (including the first day but excluding the last day)
   occurring in the period for which payable, and interest on Base Rate
   Loans shall be computed on the basis of a year of 365 or 366 days, as
   the case may be, and actual days elapsed (including the first day but
   excluding the last day) occurring in the period for which payable.

             4.04  Non-Receipt of Funds by the Agent.  Unless the Agent
   shall have been notified by a Bank, the Company or any Acceptance
   Account Party (each, a "Payor") prior to the time by, and on the date
   on, which such Payor is scheduled to make payment to the Agent of (in
   the case of a Bank) the proceeds of a Loan to be made or the discount
   of any Acceptance to be created by it hereunder or (in the case of the
   Company or an Acceptance Account Party) a payment to the Agent for
   account of one or more of the Banks hereunder (such payment being
   herein called the "Required Payment"), which notice shall be effective
   upon receipt, that it does not intend to make the Required Payment to
   the Agent, the Agent may assume that the Required Payment has been
   made and may, in reliance upon such assumption (but shall not be
   required to), make the amount thereof available to the intended
   recipient(s) on such date; and, if the Payor has not in fact made the
   Required Payment to the Agent, the recipient(s) of such payment shall,
   on demand, repay to the Agent the amount so made available together
   with interest thereon in respect of each day during the period
   commencing on the date such amount was so made available by the Agent
   to but not including the date the Agent recovers such amount (the
   "Advance Period") at a rate per annum equal to (a) if the recipient is
   the Company or a Drawer, the Base Rate in effect on such day and
   (b) if the recipient is a Bank, the Federal Funds Rate in effect on
   such day; and, if such recipient(s) shall fail promptly to make such
   payment, the Agent shall be entitled to recover such amount, on
   demand, from the Payor, together with interest thereon for each day
   during the Advance Period at a rate per annum equal to (i) if the
   Payor is the Company or an Acceptance Account Party, the rate of
   interest payable on the Required Payment as provided in the second
   sentence of Section 3.02(a) hereof and (ii) if the Payor is a Bank,
   during the period commencing on the date such amount was so made
   available to but excluding the date three Business Days following such
   date, the Federal Funds Rate in effect on such day and, thereafter,
   the Base Rate in effect on such day.





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<PAGE>                          - 168 -



             4.05  Set-off; Sharing of Payments.

             (a)  Each of the Company and each Acceptance Account Party
   agrees that, in addition to (and without limitation of) any right of
   set-off, bankers' lien or counterclaim a Bank may otherwise have, each
   Bank shall be entitled, at its option, to offset balances held by it
   for account of the Company or such Acceptance Account Party (as the
   case may be) at any of its offices, in Dollars or in any other
   currency, against any principal of or interest on any of such Bank's
   Loans (in the case of the Company) or on any of Acceptance Liabilities
   owing to such Bank hereunder (in the case of the Company and the
   relevant Acceptance Account Party) which is not paid when due
   (regardless of whether such balances are then due to the Company or
   such Acceptance Account Party, as the case may be), in which case it
   shall promptly notify the Company or such Acceptance Account Party, as
   the case may be, and the Agent thereof, provided that such Bank's
   failure to give such notice shall not affect the validity thereof.

             (b)  If any Bank shall obtain payment of any principal of or
   interest on any Syndicated Loan made by it to the Company under this
   Agreement through the exercise of any right of set-off, bankers' lien
   or counterclaim or similar right or otherwise, and, as a result of
   such payment, such Bank shall have received a greater percentage of
   the amounts then due hereunder by the Company to such Bank in respect
   of Syndicated Loans than the percentage received by any other Banks,
   it shall promptly purchase from such other Banks participations in
   (or, if and to the extent specified by such Bank, direct interests in)
   the Syndicated Loans made by such other Banks (or in the interest
   thereon, as the case may be) in such amounts, and make such other
   adjustments from time to time as shall be equitable, to the end that
   all the Banks shall share the benefit of such excess payment (net of
   any expenses which may be incurred by such Bank in obtaining or
   preserving such excess payment) pro rata in accordance with the unpaid
   principal and interest on the Syndicated Loans held by each of the
   Banks.  To such end all the Banks shall make appropriate adjustments
   among themselves (by the resale of participations sold or otherwise)
   if such payment is rescinded or must otherwise be restored.  The
   Company agrees that any Bank so purchasing a participation (or direct
   interest) in the Syndicated Loans made by other Banks (or in the
   interest thereon, as the case may be) may exercise all rights of
   set-off, bankers' lien, counterclaim or similar rights with respect to
   such participation as fully as if such Bank were a direct holder of
   Loans (or in the interest thereon, as the case may be) in the amount
   of such participation.  Nothing contained herein shall require any
   Bank to exercise any such right or shall affect the right of any Bank


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<PAGE>                          - 169 -



   to exercise, and retain the benefits of exercising, any such right
   with respect to any other indebtedness or obligation of the Company. 
   If under any applicable bankruptcy, insolvency or other similar law,
   any Bank receives a secured claim in lieu of a set-off to which this
   Section 4.05 applies, such Bank shall, to the extent practicable,
   exercise its rights in respect of such secured claim in a manner
   consistent with the rights of the Banks entitled under this
   Section 4.05 to share in the benefits of any recovery on such secured
   claim.


             SECTION 5.  YIELD PROTECTION AND ILLEGALITY.
                         --------------------------------

             5.01  Additional Costs.

             (a)  The Company shall pay directly to each Bank from time
   to time such amounts as such Bank may determine to be necessary to
   compensate such Bank for any costs that such Bank determines are
   attributable to its making or maintaining of any LIBO Rate Loans or
   its obligation to make any LIBO Rate Loans hereunder, or any reduction
   in any amount receivable by such Bank hereunder in respect of any of
   such Loans or such obligation (such increases in costs and reductions
   in amounts receivable being herein called "Additional Costs"),
   resulting from any Regulatory Change that:

             (i)  changes the basis of taxation of any amounts payable to
        such Bank under this Agreement or its Notes in respect of any of
        such Loans (other than taxes imposed on or measured by the
        overall net income of such Bank or of its Applicable Lending
        Office for any of such Loans by the jurisdiction in which such
        Bank has its principal office or such Applicable Lending Office);
        or

            (ii)  imposes or modifies any reserve, special deposit or
        similar requirements (other than the Reserve Requirement utilized
        in the determination of the LIBO Rate for such Loan) relating to
        any extensions of credit or other assets of, or any deposits with
        or other liabilities of, such Bank (including, without
        limitation, any of such Loans or any deposits referred to in the
        definition of "LIBO Base Rate" in Section 1.01 hereof), or any
        commitment of such Bank (including, without limitation, the
        Commitment of such Bank hereunder); or




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<PAGE>                          - 170 -



           (iii)  imposes any other condition affecting this Agreement or
        its Notes (or any of such extensions of credit or liabilities) or
        its Commitment.

   If any Bank requests compensation from the Company under this
   Section 5.01(a), the Company may, by notice to such Bank (with a copy
   to the Agent), suspend the obligation of such Bank thereafter to make
   LIBO Rate Loans until the Regulatory Change giving rise to such
   request ceases to be in effect (in which case the provisions of
   Section 5.04 hereof shall be applicable), provided that such
   suspension shall not affect the right of such Bank to receive the
   compensation so requested.

             (b)  Without limiting the effect of the provisions of
   paragraph (a) of this Section 5.01, in the event that, by reason of
   any Regulatory Change, any Bank either (i) incurs Additional Costs
   based on or measured by the excess above a specified level of the
   amount of a category of deposits or other liabilities of such Bank
   that includes deposits by reference to which the interest rate on LIBO
   Rate Loans is determined as provided in this Agreement or a category
   of extensions of credit or other assets of such Bank that includes
   LIBO Rate Loans or (ii) becomes subject to restrictions on the amount
   of such a category of liabilities or assets that it may hold, then, if
   such Bank so elects by notice to the Company (with a copy to the
   Agent), the obligation of such Bank to make LIBO Rate Loans hereunder
   shall be suspended until such Regulatory Change ceases to be in effect
   (in which case the provisions of Section 5.04 hereof shall be
   applicable).

             (c)  Without limiting the effect of the foregoing provisions
   of this Section 5.01 (but without duplication), the Company shall pay
   directly to each Bank from time to time on request such amounts as
   such Bank may determine to be necessary to compensate such Bank (or,
   without duplication, the bank holding company of which such Bank is a
   subsidiary) for any costs that it determines are attributable to the
   maintenance by such Bank (or any Applicable Lending Office or such
   bank holding company), pursuant to any law or regulation or any
   interpretation, directive or request (whether or not having the force
   of law and whether or not failure to comply therewith would be
   unlawful) of any court or governmental or monetary authority
   (i) following any Regulatory Change or (ii) implementing any
   risk-based capital guideline or other requirement (whether or not
   having the force of law and whether or not the failure to comply
   therewith would be unlawful) heretofore or hereafter issued by any
   government or governmental or supervisory authority implementing at


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<PAGE>                          - 171 -



   the national level the Basel Accord (including, without limitation,
   the Final Risk-Based Capital Guidelines), of capital in respect of its
   Commitment, Loans or Acceptance Liabilities (such compensation to
   include, without limitation, an amount equal to any reduction of the
   rate of return on assets or equity of such Bank (or any Applicable
   Lending Office or such bank holding company) to a level below that
   which such Bank (or any Applicable Lending Office or such bank holding
   company) would have achieved with respect to its Commitment, Loans or
   Acceptance Liabilities but for such law, regulation, interpretation,
   directive or request).

             (d)  Each Bank shall notify the Company of any event
   occurring after the date of this Agreement entitling such Bank to
   compensation under paragraph (a) or (c) of this Section 5.01 as
   promptly as practicable, but in any event within 45 days, after such
   Bank obtains actual knowledge thereof.  If any Bank fails to give such
   notice within 45 days after it obtains actual knowledge of such an
   event, such Bank shall, with respect to compensation payable pursuant
   to this Section 5.01 in respect of any costs resulting from such
   event, only be entitled to payment under this Section 5.01 for costs
   incurred from and after the date 45 days prior to the date that such
   Bank does give such notice.  Each Bank will designate a different
   Applicable Lending Office for the Loans of such Bank affected by such
   event if such designation will avoid the need for, or reduce the
   amount of, such compensation and will not, in the sole opinion of such
   Bank, be disadvantageous to such Bank, except that such Bank shall
   have no obligation to designate an Applicable Lending Office located
   in the United States of America.  Each Bank will furnish to the
   Company a certificate setting forth the basis and amount of each
   request by such Bank for compensation under paragraph (a) or (c) of
   this Section 5.01.  Determinations and allocations by any Bank for
   purposes of this Section 5.01 of the effect of any Regulatory Change
   pursuant to paragraph (a) or (b) of this Section 5.01, or of the
   effect of capital maintained pursuant to paragraph (c) of this
   Section 5.01, on its costs or rate of return of maintaining Loans or
   its obligation to make Loans, or on amounts receivable by it in
   respect of Loans, and of the amounts required to compensate such Bank
   under this Section 5.01, shall be conclusive absent manifest error,
   provided that such determinations and allocations are made on a
   reasonable basis.







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             5.02  Limitation on Types of Loans.  Anything herein to the
   contrary notwithstanding, if:

             (a)  the LIBO Base Rate is to be determined under clause
        (ii) of the first sentence of the definition of "LIBO Base Rate"
        and the Agent determines (which determination shall be
        conclusive) that quotations of interest rates for the relevant
        deposits referred to in such clause (ii) are not being provided
        in the relevant amounts or for the relevant maturities for
        purposes of determining rates of interest for LIBO Rate Loans as
        provided herein; or

             (b)  the Majority Banks determine (or any Bank that has
        outstanding a Money Market Quote with respect to a LIBOR Market
        Loan, determines) which determination shall be conclusive, and
        notify (or notifies, as the case may be) the Agent that the
        relevant rates of interest referred to in the definition of "LIBO
        Base Rate" in Section 1.01 hereof do not adequately cover the
        cost to such Banks (or such quoting Bank) of making or
        maintaining its LIBO Rate Loans;

   then the Agent shall give the Company and each Bank prompt notice
   thereof, and so long as such condition remains in effect, the Banks
   (or such quoting Bank) shall be under no obligation to make additional
   LIBO Rate Loans.

             5.03  Illegality.  Notwithstanding any other provision of
   this Agreement, in the event that it becomes unlawful for any Bank or
   its Applicable Lending Office to honor its obligation to make or
   maintain LIBO Rate Loans hereunder, then such Bank shall promptly
   notify the Company thereof (with a copy to the Agent) and such Bank's
   obligation to make Eurodollar Loans shall be suspended until such time
   as such Bank may again make and maintain Eurodollar Loans (in which
   case the provisions of Section 5.04 hereof shall be applicable), and
   such Bank shall no longer be obligated to make any LIBOR Market Loan
   that it has offered to make.

             5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03. 
   If the obligation of any Bank to make any LIBO Rate Loans shall be
   suspended pursuant to Section 5.01 or 5.03 hereof (Loans of such type
   being herein called "Affected Loans" and such type being herein called
   the "Affected Type"), all Loans (other than Money Market Loans) which
   would otherwise be made by such Bank as Loans of the Affected Type
   shall be made instead as Base Rate Loans (and, if an event referred to
   in Section 5.01(b) or 5.03 hereof has occurred and such Bank so


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   requests by notice to the Company with a copy to the Agent, all
   Affected Loans of such Bank then outstanding shall be automatically
   converted into Base Rate Loans on the date specified by such Bank in
   such notice) and, to the extent that Affected Loans are so made as (or
   converted into) Base Rate Loans, all payments of principal which would
   otherwise be applied to such Bank's Affected Loans shall be applied
   instead to its Base Rate Loans.

             5.05  Compensation.  The Company shall pay to the Agent for
   account of each Bank, upon the request of such Bank through the Agent,
   such amount or amounts as shall be sufficient (in the reasonable
   opinion of such Bank) to compensate it for any loss, cost or expense
   which such Bank determines are attributable to:

             (a)  any payment or conversion of a LIBO Rate Loan or a Set
        Rate Loan made by such Bank for any reason (including, without
        limitation, the acceleration of the Loans pursuant to Section 9
        hereof) on a date other than the last day of the Interest Period
        for such Loan;

             (b)  any failure by the Company for any reason (excluding
        only failure due solely to a default by any Bank or the Agent in
        its obligation to provide funds to the Company hereunder but
        including, without limitation, the failure of any of the
        conditions precedent specified in Section 6 hereof to be
        satisfied) to borrow a LIBO Rate Loan or a Set Rate Loan from
        such Bank on the date for such borrowing specified in the
        relevant notice of borrowing given pursuant to Section 2.02 or
        2.03(b) hereof; or

             (c)  any failure for any reason (excluding only failure due
        solely to a default by any Bank or the Agent in its obligation to
        provide funds to the Company hereunder but including, without
        limitation, the failure of any of the conditions precedent
        specified in Section 6 hereof to be satisfied) for an Acceptance
        to be created and discounted on the date on which such Acceptance
        is to be created and discounted as specified in the notice given
        by the Drawer requesting the creation and discount of such
        Acceptance to the Agent under Section 2.04(e) hereof.

   Without limiting the effect of the preceding sentence, such
   compensation shall include, in the case of a Loan, an amount equal to
   the excess, if any, of (i) the amount of interest which otherwise
   would have accrued on the principal amount so paid or converted or not
   borrowed for the period from the date of such payment, conversion or


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   failure to borrow to the last day of the Interest Period for such Loan
   (or, in the case of a failure to borrow, the Interest Period for such
   Loan which would have commenced on the date specified for such
   borrowing) at the applicable rate of interest for such Loan provided
   for herein over (ii) the interest component of the amount such Bank
   would have bid in the London interbank market for Dollar deposits of
   lending banks in amounts comparable to such principal amount and with
   maturities comparable to such period (as reasonably determined by such
   Bank).


             SECTION 6.  CONDITIONS PRECEDENT.
                         ---------------------

             6.01  Initial Credit Extension.  The obligation of the Banks
   to make the initial Credit Extension hereunder is subject to the
   receipt by the Agent of the following documents, each of which shall
   be satisfactory to the Agent in form and substance:

             (a)  Certified copies of the charter and by-laws of each
        Obligor and all corporate action taken by each Obligor approving
        (i) in the case of the Company, this Agreement and the Notes,
        borrowings by the Company and the creation and discount of
        Acceptances and (ii) in the case of each Drawer, this Agreement
        and the creation and discount of Acceptances in respect of which
        such Drawer is obligated hereunder (including, without
        limitation, a certificate setting forth the resolutions of the
        Board of Directors of each Obligor adopted in respect of the
        transactions contemplated hereby and thereby).

             (b)  A certificate of each Obligor in respect of each of the
        officers (i) who is authorized to sign (in the case of the
        Company) this Agreement, the Notes and Money Market Quote
        Requests, (in the case of the Drawers) this Agreement, the drafts
        furnished to the Banks pursuant to Section 2.04(i) hereof and
        Acceptance Quote Requests on its behalf, as the case may be, and
        (ii) who will, until replaced by another officer or officers duly
        authorized for that purpose, act as its representative for the
        purposes of signing documents and giving notices and other
        communications in connection herewith and with the Notes and the
        transactions contemplated hereby and thereby.  The Agent and each
        Bank may conclusively rely on such certificate until it receives
        notice in writing from such Obligor to the contrary.




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             (c)  A certificate, dated the date of the initial Credit
        Extension, of a senior officer of the Company to the effect set
        forth in clauses (a) and (b) of the first sentence of
        Section 6.02 hereof.

             (d)  An opinion, dated the date hereof, of Schiff, Hardin &
        Waite, special Illinois counsel to the Obligors, substantially in
        the form of Exhibit B-1 hereto (and the Obligors hereby instruct
        such counsel to deliver such opinion to the Banks and the Agent);
        and an opinion, dated the date hereof, of Dale L. Matschullat,
        Esq., general counsel to the Company, substantially in the form
        of Exhibit B-2 hereto (and the Company hereby instructs such
        counsel to deliver such opinion to the Banks and the Agent).

             (e)  An opinion, dated the date hereof, of Milbank, Tweed,
        Hadley & McCloy, special New York counsel to the Banks and the
        Agent, substantially in the form of Exhibit C hereto.

             (f)  The Notes, duly completed and executed by the Company.

             (g)  Such other documents as the Agent or any Bank or
        special New York counsel to the Banks may reasonably request.

             6.02  Initial and Subsequent Credit Extensions.  The
   obligation of any Bank to make any Credit Extension hereunder
   (including, without limitation, the initial Credit Extension
   hereunder) is subject to the further conditions precedent that, as of
   the date of such Credit Extension and after giving effect thereto and
   the intended use thereof:

             (a)  no Default shall have occurred and be continuing; and

             (b)  the representations and warranties made by the Company
        in Section 7 hereof shall be true on and as of the date of such
        Credit Extension with the same force and effect as if made on and
        as of such date (or, if any such representation or warranty is
        expressly stated to have been made as of a specific date, as of
        such specific date).

   Each notice of borrowing by the Company hereunder and each Acceptance
   Quote Request shall constitute a certification by the Company to the
   effect set forth in the preceding sentence (both as of the date of
   such notice and, unless the Company otherwise notifies the Agent prior
   to the date of such Credit Extension, as of the date of such Credit
   Extension).


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             SECTION 7.  REPRESENTATIONS AND WARRANTIES.  The Company
                         -------------------------------
   represents and warrants to the Banks that:

             7.01  Corporate Existence.  Each of the Company and its
   Significant Subsidiaries:  (a) is a corporation duly organized and
   validly existing under the laws of the jurisdiction of its
   incorporation; (b) has all requisite corporate power, and has all
   material governmental licenses, authorizations, consents and
   approvals, necessary to own its assets and carry on its business as
   now being or as proposed to be conducted; and (c) is qualified to do
   business in all jurisdictions in which the nature of the business
   conducted by it makes such qualification necessary and where failure
   so to qualify would have a material adverse effect on the consolidated
   financial condition, operations, business or prospects of the Company
   and its Subsidiaries (taken as a whole).

             7.02  Financial Condition.

             (a)  The consolidated balance sheet of the Company and its
   Subsidiaries as at December 31, 1993 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal year ended on said date,
   with the opinion thereon of Arthur Andersen & Co., and the unaudited
   consolidated balance sheet of the Company and its Subsidiaries as at
   March 31, 1994 and the related consolidated statements of income, cash
   flows and stockholders' equity of the Company and its Subsidiaries for
   the three-month period ended on such date, heretofore furnished to
   each of the Banks, are complete and correct and fairly present the
   consolidated financial condition of the Company and its Subsidiaries
   as at said dates and the consolidated results of their operations for
   the fiscal year and three-month period ended on said dates (subject,
   in the case of such financial statements as at March 31, 1994, to
   normal year-end audit adjustments), all in accordance with generally
   accepted accounting principles.  Neither the Company nor any of its
   Subsidiaries had on said dates any material contingent liabilities,
   material liabilities for taxes, material unusual forward or long-term
   commitments or material unrealized or anticipated losses from any
   unfavorable commitments, except as referred to or reflected or
   provided for in said balance sheets as at said dates.

             (b)  Since December 31, 1993, there has been no material
   adverse change in the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole).


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             7.03  Litigation.  To the best knowledge and belief of the
   Company, there are no legal or arbitral proceedings or any proceedings
   by or before any governmental or regulatory authority or agency, now
   pending or (to the knowledge of the Company) threatened against the
   Company or any of its Subsidiaries which could reasonably be expected
   to have a Material Adverse Effect.

             7.04  No Breach.  None of the making or performance of this
   Agreement, the Notes or any Acceptance Document, or the consummation
   of the transactions herein or therein contemplated, will conflict with
   or result in a breach of, or require any consent under, the charter or
   by-laws of any Obligor or any applicable law or regulation, or any
   order, writ, injunction or decree of any court or governmental
   authority or agency, or any agreement or instrument to which the
   Company or any of its Subsidiaries is a party or by which any of them
   is bound or to which any of them is subject, or constitute a default
   under any such agreement or instrument, or constitute a tortious
   interference with any agreement, or result in the creation or
   imposition of any Lien upon any of the revenues or assets of the
   Company or any of its Subsidiaries pursuant to the terms of any such
   agreement or instrument.

             7.05  Corporate Action.  Each of the Company and each Drawer
   has all necessary corporate power and authority to make and perform
   its obligations under this Agreement, (in the case of the Company) the
   Notes and (in the case of each Drawer) each of the Acceptance
   Documents to which it is a party; the making and performance (in the
   case of the Company and each Drawer) this Agreement, (in the case of
   the Company) the Notes and (in the case of each Drawer) each
   Acceptance Document to which such Drawer is a party, have been duly
   authorized by all necessary corporate action on their respective
   parts; and this Agreement has been duly and validly executed and
   delivered by the Company and each Drawer and constitutes, and each of
   the Notes when executed and delivered by the Company for value will
   constitute, and each Acceptance Document when executed and delivered
   by each Drawer party thereto will constitute its legal, valid and
   binding obligation, enforceable in accordance with their respective
   terms, except to the extent that such enforcement may be limited by
   applicable bankruptcy, insolvency or other similar laws affecting the
   enforcement of creditors' rights generally.

             7.06  Approvals.  No authorizations, approvals or consents
   of, and no filings or registrations with, any governmental or
   regulatory authority or agency are necessary for the execution,
   delivery or performance by (i) the Company of this Agreement or the


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<PAGE>                          - 178 -



   Notes or any Acceptance Document, or (ii) any Drawer of this Agreement
   or any Acceptance Document or for the validity or enforceability of
   any thereof.

             7.07  Use of Credit.  Neither the Company nor any of its
   Subsidiaries is engaged principally, or as one of its important
   activities, in the business of extending credit for the purpose,
   whether immediate, incidental or ultimate, of buying or carrying
   margin stock (within the meaning of Regulation U or X of the Board of
   Governors of the Federal Reserve System), and no part of the proceeds
   of any Credit Extension hereunder will be used in a manner that will
   cause the Company to violate said Regulation X or any Bank to violate
   said Regulation U.

             7.08  ERISA.  Each of the Company and each ERISA Affiliate
   has fulfilled its obligations under the minimum funding standards of
   ERISA and the Code with respect to each of its Plans and is (and to
   the best of its knowledge in the case of any Multiemployer Plan is) in
   compliance in all material respects with the presently applicable
   provisions of ERISA and the Code, and has not incurred any liability
   on account of the termination of any of its Plans to the PBGC or any
   of its Plans and has not incurred any withdrawal liability to any
   Multiemployer Plan.

             7.09  Credit Agreements.  Schedule I hereto is a complete
   and correct list, as of the date of this Agreement, of each credit
   agreement, loan agreement, indenture, purchase agreement, Guarantee or
   other arrangement (other than a letter of credit) providing for or
   otherwise relating to any extension of credit (or commitment for any
   extension of credit) to, or Guarantee by, the Company or any
   Subsidiary of any of them the aggregate principal or face amount of
   which equals or exceeds (or may equal or exceed) $1,000,000 and the
   aggregate principal or face amount outstanding or which may become
   outstanding under each such arrangement is correctly described in said
   Schedule I.

             7.10  Hazardous Materials.  The Company and each of its
   Subsidiaries have obtained all permits, licenses and other
   authorizations that are required under all Environmental Laws, except
   to the extent failure to have any such permit, license or
   authorization would not have a Material Adverse Effect.  The Company
   and each of its Subsidiaries are in compliance with the terms and
   conditions of all such permits, licenses and authorizations, and are
   also in compliance with all other limitations, restrictions,
   conditions, standards, prohibitions, requirements, obligations,


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<PAGE>                          - 179 -



   schedules and timetables contained in any applicable Environmental Law
   or in any regulation, code, plan, order, decree, judgment, injunction,
   notice or demand letter issued, entered, promulgated or approved
   thereunder, except to the extent failure to comply would not have a
   Material Adverse Effect.  Except as heretofore disclosed to the Banks,
   there have been no environmental investigations, studies, audits,
   tests, reviews or other analyses conducted by or that are in the
   possession of the Company or any of its Subsidiaries with respect to
   any property or facility now or previously owned or leased by the
   Company or any of its Environmental Affiliates which reveal facts or
   circumstances that could reasonably be expected to have a Material
   Adverse Effect.

             7.11  Taxes.  The Company and its Subsidiaries are members
   of an affiliated group of corporations filing consolidated returns for
   Federal income tax purposes, of which the Company is the "common
   parent" (within the meaning of Section 1504 of the Code) of such
   group.  The Company and its Subsidiaries have filed all Federal income
   tax returns and all other material tax returns and information
   statements that are required to be filed by them and have paid all
   taxes due pursuant to such returns or pursuant to any assessment
   received by the Company or any of its Subsidiaries.  The charges,
   accruals and reserves on the books of the Company and its Subsidiaries
   in respect of taxes and other governmental charges are, in the opinion
   of the Company, adequate.  The United States Federal income tax
   returns of the Company and its Subsidiaries have been examined and/or
   closed through the fiscal years of the Company and its Subsidiaries
   ended on or before December 31, 1985.  The Company has not given or
   been requested to give a waiver of the statute of limitations relating
   to the payment of Federal, state, local and foreign taxes or other
   impositions except that with respect to the Company's 1986 and 1987
   tax years there has been an extension in the statute of limitations
   relating to the payment of Federal taxes through December 31, 1993 and
   with respect to the Company's 1988 and 1989 tax years there has been
   such an extension through September 15, 1994.

             7.12  True and Complete Disclosure.  The information,
   reports, financial statements, exhibits and schedules furnished in
   writing by or on behalf of the Company to the Banks in connection with
   the negotiation, preparation or delivery of this Agreement or included
   herein or delivered pursuant hereto, when taken as a whole do not
   contain any untrue statement of material fact or omit to state any
   material fact necessary to make the statements herein or therein, in
   light of the circumstances under which they are made, not misleading. 
   All written information furnished after the date hereof by the Company


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<PAGE>                          - 180 -



   and its Subsidiaries to the Banks in connection with this Agreement
   and the transactions contemplated hereby will be true, complete and
   accurate in every material respect, or (in the case of projections)
   based on reasonable estimates, on the date as of which such
   information is stated or certified.  There is no fact known to the
   Company that could reasonably be expected to have a Material Adverse
   Effect that has not been disclosed herein or in a report, financial
   statement, exhibit, schedule, disclosure letter or other writing
   furnished to the Banks for use in connection with the transactions
   contemplated hereby.

             7.13  Subsidiaries.  Set forth in Schedule III hereto is a
   complete and correct list, as of the date of this Agreement, of all of
   the Subsidiaries of the Company, together with, for each such
   Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
   (ii) each Person holding ownership interests in such Subsidiary and
   (iii) the nature of the ownership interests held by each such Person
   and the percentage of ownership of such Subsidiary represented by such
   ownership interests.  Except as disclosed in Schedule III hereto, (x)
   each of the Company and its Subsidiaries owns, free and clear of
   Liens, and has the unencumbered right to vote, all outstanding
   ownership interests in each Person shown to be held by it in Schedule
   III hereto and (y) all of the issued and outstanding capital stock of
   each such Person organized as a corporation is validly issued, fully
   paid and nonassessable.

             7.14  Compliance with Law.  As of the date of this
   Agreement, the Company and its Subsidiaries are in material compliance
   with all applicable laws and regulations, except to the extent that
   failure to comply therewith would not have a Material Adverse Effect.


             SECTION 8.  COVENANTS OF THE COMPANY.  The Company agrees
                         -------------------------
   that, so long as any of the Commitments are in effect and until
   payment in full of all Loans and all Acceptance Liabilities hereunder,
   all interest thereon and all other amounts payable by the Company
   hereunder:

             8.01  Financial Statements.  The Company shall deliver to
   each of the Banks:

             (a)  as soon as available and in any event within 60 days
        after the end of each of the fiscal quarterly periods of each
        fiscal year of the Company, consolidated statements of income,


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<PAGE>                          - 181 -



        cash flows and stockholders' equity of the Company and its
        Subsidiaries for such period and for the period from the
        beginning of the respective fiscal year to the end of such
        period, and the related consolidated balance sheet as at the end
        of such period, setting forth in each case in comparative form
        the corresponding figures for the corresponding period in the
        preceding fiscal year, and accompanied by a certificate of a
        senior financial officer of the Company, which certificate shall
        state that said financial statements fairly present the
        consolidated financial condition and results of operations of the
        Company and its Subsidiaries, in accordance with generally
        accepted accounting principles, as at the end of (and for) such
        period (subject to normal year-end audit adjustments).

             (b)  as soon as available and in any event within 90 days
        after the end of each fiscal year of the Company, consolidated
        statements of income, cash flows and stockholders' equity of the
        Company and its Subsidiaries for such year and the related
        consolidated balance sheet as at the end of such year, setting
        forth in each case in comparative form the corresponding figures
        for the preceding fiscal year, and accompanied by an opinion
        thereon of independent certified public accountants of recognized
        national standing, which opinion shall state that said financial
        statements fairly present the consolidated financial condition
        and results of operations of the Company and its Subsidiaries, in
        accordance with generally accepted accounting principles, as at
        the end of (and for) such fiscal year, and a certificate of such
        accountants stating that, in making the examination necessary for
        their opinion, they obtained no knowledge, except as specifically
        stated, of any Default.

             (c)  promptly upon their becoming available, copies of all
        registration statements and regular periodic reports, if any,
        which the Company shall have filed with the Securities and
        Exchange Commission (or any governmental agency substituted
        therefor) or any national securities exchange.

             (d)  promptly upon the mailing thereof to the shareholders
        of the Company generally, copies of all financial statements,
        reports and proxy statements so mailed.

             (e)  as soon as possible, and in any event within ten days
        after the Company knows or has reason to know that any of the
        events or conditions specified below with respect to any Plan or
        Multiemployer Plan of the Company have occurred or exist, a


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<PAGE>                          - 182 -



        statement signed by a senior financial officer of the Company
        setting forth details respecting such event or condition and the
        action, if any, which the Company or any ERISA Affiliate proposes
        to take with respect thereto (and a copy of any report or notice
        required to be filed with or given to PBGC by the Company or such
        ERISA Affiliate with respect to such event or condition):

                  (i)  any reportable event, as defined in
             Section 4043(b) of ERISA and the regulations issued
             thereunder, with respect to a Plan, as to which PBGC has not
             by regulation waived the requirement of Section 4043(a) of
             ERISA that it be notified within 30 days of the occurrence
             of such event (provided that a failure to meet the minimum
             funding standard of Section 412 of the Code or Section 302
             of ERISA shall be a reportable event regardless of the
             issuance of any waivers in accordance with Section 412(d) of
             the Code);

                 (ii)  the filing under Section 4041 of ERISA of a notice
             of intent to terminate any Plan or the termination of any
             Plan if at the date of such filing or termination the fair
             market value of the assets of such Plan, as determined by
             the Plan's independent actuaries, is exceeded by the present
             value as determined by such actuaries as of such date, of
             benefit commitments under such Plan by more than $1,000,000
             (including any prior terminations subject to this
             provision);

                (iii)  the institution by PBGC of proceedings under
             Section 4042 of ERISA for the termination of, or the
             appointment of a trustee to administer, any Plan of the
             Company, of the receipt by the Company or any
             ERISA Affiliate of a notice from a Multiemployer Plan that
             such action has been taken by PBGC with respect to such
             Multiemployer Plan;

                 (iv)  the complete or partial withdrawal by the Company
             or any ERISA Affiliate under Section 4201 or 4204 of ERISA
             from a Multiemployer Plan causing any withdrawal liability
             in excess of $500,000 (including any prior withdrawals
             subject to this provision), or the receipt by the Company or
             any ERISA Affiliate of notice from a Multiemployer Plan that
             it is in reorganization or insolvency pursuant to
             Section 4241 or 4245 of ERISA or that it intends to



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             terminate or has terminated under Section 4041A of ERISA;
             and

                  (v)  the institution of a proceeding by a fiduciary of
             any Multiemployer Plan against the Company or any ERISA
             Affiliate to enforce Section 515 of ERISA, which proceeding
             is not dismissed within 30 days.

             (f)  promptly after the Company knows or has reason to know
        that any Default has occurred, a notice of such Default,
        describing the same in reasonable detail.

             (g)  from time to time such other information regarding the
        business, affairs or financial condition of the Company or any of
        its Subsidiaries (including, without limitation, any Plan or
        Multiemployer Plan and any reports or other information required
        to be filed under ERISA) as any Bank or the Agent may reasonably
        request.

   The Company will furnish to each Bank, at the time it furnishes each
   set of financial statements pursuant to paragraph (a) or (b) above, a
   certificate of a senior financial officer of the Company (i) to the
   effect that no Default has occurred and is continuing (or, if any
   Default has occurred and is continuing, describing the same in
   reasonable detail) and (ii) setting forth in reasonable detail the
   computations necessary to determine whether the Company is in
   compliance with Sections 8.06, 8.07(a)(vii), 8.08 (xiii), 8.10 and
   8.11 hereof as of the end of the respective fiscal quarter or fiscal
   year.

             8.02  Litigation.  The Company shall promptly give to each
   Bank notice of all legal or arbitral proceedings, and of all
   proceedings before any governmental or regulatory authority or agency,
   instituted, or (to the knowledge of the Company) threatened, against
   the Company or any of its Subsidiaries which could reasonably be
   expected to have a Material Adverse Effect.

             8.03  Corporate Existence, Etc.  The Company shall, and
   shall cause each of its Significant Subsidiaries to:  preserve and
   maintain its corporate existence and all its material rights,
   privileges and franchises (except as otherwise expressly permitted
   under Section 8.07 hereof); comply with the requirements of all
   applicable laws, rules, regulations and orders of governmental or
   regulatory authorities if failure to comply with such requirements
   would have a Material Adverse Effect; pay and discharge all taxes,


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   assessments and governmental charges or levies imposed on it or on its
   income or profits or on any of its property prior to the date on which
   penalties attach thereto, except for any such tax, assessment, charge
   or levy the payment of which is being contested in good faith and by
   proper proceedings and against which adequate reserves are being
   maintained; maintain all its properties used or useful in its business
   in good working order and condition, ordinary wear and tear excepted;
   and permit representatives of any Bank or the Agent, during normal
   business hours, to examine, copy and make extracts from its books and
   records, to inspect its properties, and to discuss its business and
   affairs with its officers, all to the extent reasonably requested by
   such Bank or the Agent (as the case may be).

             8.04  Insurance.  The Company shall, and shall cause each of
   its Subsidiaries to, keep insured by financially sound and reputable
   insurers all property of a character usually insured by corporations
   engaged in the same or similar business similarly situated against
   loss or damage of the kinds and in the amounts customarily insured
   against by such corporations and carry such other insurance as is
   usually carried by such corporations.

             8.05  Use of Proceeds.  The Company and the Drawers shall
   use the proceeds of the Credit Extensions hereunder solely for
   commercial paper back-up (which use shall be in compliance with all
   applicable legal and regulatory requirements, including, without
   limitation, Regulations G, U and X of the Board of Governors of the
   Federal Reserve System and the Securities Act of 1933, as amended, and
   the Securities Exchange Act of 1934, as amended, and the rules and
   regulations thereunder).  The Company will not permit more than 25% of
   the value (as determined by any reasonable method) of its assets, nor
   more than 25% of the value (as determined by any reasonable method) of
   the assets of the Company and its Subsidiaries, to be represented by
   margin stock (within the meaning of Regulation U of the Board of
   Governors of the Federal Reserve System).

             8.06  Indebtedness.  The Company will not, nor will it
   permit any of its Subsidiaries to, incur, assume or suffer to exist
   obligations in respect of standby and performance letters of credit in
   an aggregate amount exceeding 5% of Total Consolidated Assets at any
   one time outstanding.  The Company will not permit any of its
   Subsidiaries to create, issue, incur or assume, or suffer to exist,
   any Indebtedness, except:  (i) Indebtedness existing on the date
   hereof, but not any renewals, extensions or refinancings of the same;
   (ii) Indebtedness owing to the Company; (iii) Indebtedness of any
   Person that becomes a Subsidiary of the Company after the date hereof


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   so long as such Indebtedness exists at the time such Person becomes
   such a Subsidiary and was not incurred in anticipation thereof;
   (iv) Capital Lease Obligations in an aggregate amount not to exceed an
   amount equal to 5% of Total Consolidated Assets at any one time
   outstanding; and (v) additional Indebtedness in an aggregate amount
   not to exceed an amount equal to 5% of Total Consolidated Assets at
   any one time outstanding.

             8.07  Fundamental Changes.

             (a)  The Company will not, and will not permit any of its
   Subsidiaries to, be a party to any merger or consolidation, and the
   Company will not, and will not permit any of its Subsidiaries or
   operating divisions (whether now owned or existing or hereafter
   acquired or designated) to, (x) sell, assign, lease or otherwise
   dispose of all or substantially all of its Property whether now owned
   or hereafter acquired or (y) sell, assign or otherwise dispose of any
   capital stock of any such Subsidiary, or permit any such Subsidiary to
   issue any capital stock, to any Person other than the Company or any
   of its
   Wholly-Owned Subsidiaries if, after giving effect thereto, the Company
   does not own, directly or indirectly, a majority of the capital stock
   of such Subsidiary ("Controlling Stock Disposition"); except that, so
   long as both before and after giving effect thereto no Default shall
   have occurred and be continuing:

             (i)  the Company may be a party to any merger or
        consolidation if it shall be the surviving corporation;

            (ii)  any such Subsidiary may be a party to any merger or
        consolidation with another such Subsidiary (or with any Person
        that becomes another such Subsidiary as a result of such merger
        or consolidation);

           (iii)  any such Subsidiary may merge into, and any such
        Subsidiary or operating division may transfer any Property to,
        the Company;

            (iv)  any such Subsidiary or operating division may transfer
        any Property to another such Subsidiary or operating division (or
        to any Person that becomes as part of such transfer another such
        Subsidiary or operating division);





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             (v)  the Company, any such Subsidiary or operating division
        may sell, assign, lease or otherwise dispose of any Non-Strategic
        Property; and

            (vi)  the Company or any such Subsidiary or operating
        division may make sales, assignments and other dispositions of
        Property (including Controlling Stock Dispositions) and any such
        Subsidiary may become a party to a merger or consolidation (each
        such sale, assignment, disposition, Controlling Stock
        Disposition, merger or consolidation, other than those described
        in clauses (i) through (vi) hereof, a "Disposition") if the
        Property that was the subject of any such Disposition, together
        with the Property that was the subject of all Dispositions during
        the Disposition Period for such Disposition, did not produce
        revenue that was greater in amount than an amount equal to 10% of
        the revenue of the Company and its Subsidiaries (determined on a
        consolidated basis without duplication in accordance with GAAP)
        for the twelve-month period ending on the Determination Date for
        such Disposition (for which purpose, a Controlling Stock
        Disposition with respect to any such Subsidiary shall be deemed
        to be the disposition of Property of such Subsidiary that
        produced all of the revenues of such Subsidiary).

             (b)  Notwithstanding anything in clauses (i)-(vi) of
   Section 8.07(a) hereof to the contrary:

             (i)  the Company will not, and will not permit any of its
        Subsidiaries or operating divisions (whether now owned or
        existing or hereafter acquired or designated) to, sell, lease,
        assign, transfer or otherwise dispose of (whether in one
        transaction or in a series of transactions) any of its Property
        (whether now owned or hereafter acquired) if such sale,
        assignment, lease or other disposition (whether in one
        transaction or in a series of transactions) shall have a Material
        Adverse Effect; and

            (ii)  no Wholly-Owned Subsidiary of the Company shall be a
        party to any merger or consolidation with, or shall sell, lease,
        assign, transfer or otherwise dispose of any substantial part of
        its Property to, any Subsidiary of the Company that is not a
        Wholly-Owned Subsidiary of the Company.

             8.08  Liens.  The Company shall not, and shall not permit
   any of its Subsidiaries to, create, assume or suffer to exist any Lien
   upon any of its property or assets, now owned or hereafter acquired,


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<PAGE>                          - 187 -



   securing any Indebtedness or other obligation except:  (i) Liens
   outstanding on the date hereof and listed in Schedule II hereto;
   (ii) Liens for taxes or other governmental charges not yet delinquent;
   (iii) Liens in respect of Property acquired or constructed or improved
   by the Company or any such Subsidiary after the date hereof which
   Liens exist or are created at the time of acquisition or completion of
   construction or improvement of such Property or within six months
   thereafter to secure Indebtedness assumed or incurred to finance all
   or any part of the purchase price or cost of construction or
   improvement of such Property, but any such Lien shall cover only the
   Property so acquired or constructed and any improvements thereto (and
   any real property on which such Property is located); (iv) Liens on
   Property of any corporation that becomes a Subsidiary of the Company
   after the date of this Agreement, provided that such Liens are in
   existence at the time such corporation becomes a Subsidiary of the
   Company and were not created in anticipation thereof; (v) Liens on
   Property acquired after the date hereof, provided that such Liens were
   in existence at the time such Property was acquired and were not
   created in anticipation thereof; (vi) Liens imposed by law, such as
   mechanics, materialmen, landlords, warehousemen and carriers Liens,
   and other similar Liens, securing obligations incurred in the ordinary
   course of business which are not past due for more than thirty days or
   which are being contested in good faith by appropriate proceedings and
   for which appropriate reserves have been established; (vii) Liens
   under workmen's compensation, unemployment insurance, social security
   or similar legislation; (viii) Liens, deposits, or pledges to secure
   the performance of bids, tenders, contracts (other than contracts for
   the payment of money), leases, public or statutory obligations,
   surety, stay, appeal, indemnity, performance or other similar bonds,
   or other similar obligations arising in the ordinary course of
   business; (ix) judgment and other similar Liens arising in connection
   with court proceedings, provided the execution or other enforcement of
   such Liens is effectively stayed and the claims secured thereby are
   being actively contested in good faith and by appropriate proceedings;
   (x) easements, rights-of-way, restrictions and other similar
   encumbrances which, in the aggregate, do not materially interfere with
   the occupation, use and enjoyment by the Company or any such
   Subsidiary of the Property encumbered thereby in the normal course of
   its business or materially impair the value of the Property subject
   thereto; (xi) Liens securing obligations of any such Subsidiary to the
   Company or another Subsidiary of the Company; (xii) Liens securing
   obligations of the Company (in an aggregate amount not exceeding at
   any one time the greater of (a) $175,000,000 and (b) an aggregate
   amount equal to 75% of the sum of (i) the book value of the accounts
   receivable of the Company and its Subsidiaries plus (ii) the unpaid


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<PAGE>                          - 188 -



   amount of all accounts receivable that, but for the sale of such
   accounts receivable pursuant to the Receivable Sales Agreements, would
   have been reflected in accounts receivable on a consolidated balance
   sheet of the Company and its Subsidiaries) pursuant to Receivables
   Sale Agreements; and (xiii) other Liens securing Indebtedness in an
   aggregate amount, which together with outstanding obligations referred
   to in clause (xii) above, does not exceed 15% of Total Consolidated
   Assets.

             8.09  Lines of Businesses.  Neither the Company nor any of
   its Subsidiaries shall engage to any significant extent in any line or
   lines of business other than the lines of business in which they are
   engaged on the date hereof and any other line or lines of business
   directly related to the manufacture, distribution and/or sale of
   consumer or industrial products (collectively, "Permitted
   Activities").  Notwithstanding the foregoing, the Company and its
   Subsidiaries may engage in other lines of business as a result of the
   acquisition of any Person primarily engaged in Permitted Activities so
   long as the Company uses its best efforts to come into compliance with
   the first sentence of this Section 8.09 within a reasonable period of
   time after such acquisition.

             8.10  Interest Coverage Ratio.  The Company shall cause the
   Interest Coverage Ratio, for any fiscal quarter of the Company, to be
   greater than 3.0 to 1.

             8.11  Total Indebtedness to Total Capital.  The Company
   shall not permit the ratio of Total Indebtedness to Total Capital at
   any time to be greater than .50 to 1.


             SECTION 9.  EVENTS OF DEFAULT.  If one or more of the
                         ------------------
   following events (herein called "Events of Default") shall occur and
   be continuing:

             (a)  The Company shall default in the payment when due of
        any principal of or interest on any Loan or any other amount
        payable by it hereunder; or any Acceptance Account Party shall
        default in the payment when due of any Acceptance Liability; or

             (b)  The Company or any of its Subsidiaries shall default in
        the payment when due of any principal of or interest on any of
        its other Indebtedness aggregating $10,000,000 or more; or any
        event specified in any note, agreement, indenture or other


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<PAGE>                          - 189 -



        document evidencing or relating to any Indebtedness aggregating
        $20,000,000 or more shall occur if the effect of such event is to
        cause, or (with the giving of any notice or the lapse of time or
        both) to permit the holder or holders of such Indebtedness (or a
        trustee or agent on behalf of such holder or holders) to cause,
        such Indebtedness to become due prior to its stated maturity or
        to permit termination of the commitment to lend pursuant to any
        such instrument or agreement; or

             (c)  Any representation, warranty or certification made or
        deemed made by the Company or any Drawer herein, or by the
        Company or any Guarantor or any Drawer in any certificate
        furnished to any Bank or the Agent pursuant to the provisions
        hereof or thereof, shall prove to have been false or misleading
        as of the time made or furnished in any material respect; or

             (d)  The Company shall default in the performance of any of
        its obligations under Section 8.01(f) or 8.05 through 8.11
        (inclusive) hereof; or the Company shall default in the
        performance of any of its other obligations in this Agreement and
        such default shall continue unremedied for a period of 30 days
        after notice thereof to the Company by the Agent or any Bank
        (through the Agent); or

             (e)  The Company or any of its Significant Subsidiaries
        shall admit in writing its inability to, or be generally unable
        to, pay its debts as such debts become due; or

             (f)  The Company or any of its Significant Subsidiaries
        shall (i) apply for or consent to the appointment of, or the
        taking of possession by, a receiver, custodian, trustee or
        liquidator of itself or of all or a substantial part of its
        property, (ii) make a general assignment for the benefit of its
        creditors, (iii) commence a voluntary case under the Bankruptcy
        Code (as now or hereafter in effect), (iv) file a petition
        seeking to take advantage of any other law relating to
        bankruptcy, insolvency, reorganization, winding-up, or
        composition or readjustment of debts, (v) fail to controvert in a
        timely and appropriate manner, or acquiesce in writing to, any
        petition filed against it in an involuntary case under the
        Bankruptcy Code, or (vi) take any corporate action for the
        purpose of effecting any of the foregoing; or

             (g)  A proceeding or case shall be commenced against the
        Company or any of its Significant Subsidiaries without its


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<PAGE>                          - 190 -



        application or consent, in any court of competent jurisdiction,
        seeking (i) its liquidation, reorganization, dissolution or
        winding-up, or the composition or readjustment of its debts,
        (ii) the appointment of a trustee, receiver, custodian,
        liquidator or the like of it or of all or any substantial part of
        its assets, or (iii) similar relief in respect of it under any
        law relating to bankruptcy, insolvency, reorganization,
        winding-up, or composition or adjustment of debts, and such
        proceeding or case shall continue undismissed, or an order,
        judgment or decree approving or ordering any of the foregoing
        shall be entered and continue unstayed and in effect, for a
        period of 60 days; or an order for relief against it shall be
        entered in an involuntary case under the Bankruptcy Code; or

             (h)  A final judgment or judgments for the payment of money
        in excess of $20,000,000 in the aggregate shall be rendered by a
        court or courts against the Company and/or any of its
        Subsidiaries and the same shall not be discharged (or provision
        shall not be made for such discharge), or a stay of execution
        thereof shall not be procured, within 30 days from the date of
        entry thereof and the Company or the relevant Subsidiary shall
        not, within said period of 30 days, or such longer period during
        which execution of the same shall have been stayed, appeal
        therefrom and cause the execution thereof to be stayed during
        such appeal; or

             (i)  An event or condition specified in Section 8.01(e)
        hereof shall occur or exist with respect to any Plan or Multi-
        employer Plan of the Company and, as a result of such event or
        condition, together with all other such events or conditions, the
        Company or any ERISA Affiliate shall incur or in the opinion of
        the Majority Banks shall be reasonably likely to incur a
        liability to a Plan, a Multiemployer Plan or PBGC (or any
        combination of the foregoing) which is, in the determination of
        the Majority Banks, material in relation to the consolidated
        financial position of the Company and its Subsidiaries (taken as
        a whole); or

             (j)  An event of default (as defined in the Indenture) shall
        occur and be continuing; or

             (k)  During any period of 25 consecutive calendar months
        (i) individuals who were directors of the Company on the first
        day of such period and (ii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved


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<PAGE>                          - 191 -



        by at least a majority of the individuals referred to in clause
        (i) above and (iii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clauses
        (i) and (ii) above shall no longer constitute a majority of the
        Board of Directors of the Company;

   THEREUPON:  (i) in the case of an Event of Default other than one
   referred to in clause (f) or (g) of this Section 9 in respect of the
   Company or any Acceptance Account Party, (x) the Agent may and, upon
   request of the Majority Banks, shall, by notice to the Company, cancel
   the Commitments and (y) the Agent may and, upon request of Banks
   holding at least 66-2/3% of the aggregate unpaid principal amount of
   Loans, and unpaid amount of Acceptance Liabilities, then outstanding
   shall, by notice to the Company, declare the principal amount of and
   the accrued interest on the Loans and Acceptance Liabilities, and all
   other amounts payable by the Company or any Acceptance Account Party
   hereunder and under the Notes, to be forthwith due and payable,
   whereupon such amounts shall be immediately due and payable without
   presentment, demand, protest or other formalities of any kind, all of
   which are hereby expressly waived by the Company and (in the case of
   each Acceptance Liability) the Acceptance Account Party; and (ii) in
   the case of the occurrence of an Event of Default referred to in
   clause (f) or (g) of this Section 9 in respect of the Company or any
   Acceptance Account Party, the Commitments shall be automatically
   cancelled and the principal amount then outstanding of, and the
   accrued interest on, the Loans and Acceptance Liabilities and all
   other amounts payable by the Company or any Acceptance Account Party
   hereunder and under the Notes shall become automatically immediately
   due and payable without presentment, demand, protest or other
   formalities of any kind, all of which are hereby expressly waived by
   the Company and (in the case of each Acceptance Liability) the
   Acceptance Account Party.


             SECTION 10.  THE AGENT; THE CO-AGENT.
                          ------------------------

             10.01  Appointment, Powers and Immunities.  Each Bank hereby
   irrevocably (but subject to Section 10.08 hereof) appoints and
   authorizes the Agent to act as its agent hereunder with such powers as
   are specifically delegated to the Agent by the terms of this
   Agreement, together with such other powers as are reasonably
   incidental thereto.  The Agent (which term as used in this sentence
   and in Section 10.05 and the first sentence of Section 10.06 hereof


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<PAGE>                          - 192 -



   shall include reference to its affiliates and its own and its
   affiliates' officers, directors, employees and agents):  (a) shall
   have no duties or responsibilities except those expressly set forth in
   this Agreement, and shall not by reason of this Agreement be a trustee
   for any Bank; (b) shall not be responsible to the Banks for any
   recitals, statements, representations or warranties contained in this
   Agreement, or in any certificate or other document referred to or
   provided for in, or received by any of them under this Agreement, or
   for the value, validity, effectiveness, genuineness, enforceability or
   sufficiency of this Agreement, any Note, or any other document
   referred to or provided for herein or for any failure by the Company
   or any other Person to perform any of its obligations hereunder or
   thereunder; (c) shall not be required to initiate or conduct any
   litigation or collection proceedings hereunder; and (d) shall not be
   responsible for any action taken or omitted to be taken by it
   hereunder or under any other document or instrument referred to or
   provided for herein or in connection herewith, except for its own
   gross negligence or willful misconduct.  The Agent may employ agents
   and attorneys-in-fact and shall not be responsible for the negligence
   or misconduct of any such agents or attorneys-in-fact selected by it
   with reasonable care.  The Agent may deem and treat the payee of any
   Syndicated Note as the holder thereof for all purposes hereof unless
   and until a written notice of the assignment or transfer thereof shall
   have been filed with the Agent, together with the written consent of
   the Company to such assignment or transfer.

             10.02  Reliance by Agent.  The Agent shall be entitled to
   rely upon any certification, notice or other communication (including
   any thereof by telephone, telex, telegram or cable) believed by it to
   be genuine and correct and to have been signed or sent by or on behalf
   of the proper Person or Persons, and upon advice and statements of
   legal counsel, independent accountants and other experts selected by
   the Agent.  As to any matters not expressly provided for by this
   Agreement, the Agent shall in all cases be fully protected in acting,
   or in refraining from acting, hereunder in accordance with
   instructions signed by the Majority Banks, and such instructions of
   the Majority Banks and any action taken or failure to act pursuant
   thereto shall be binding on all the Banks.

             10.03  Defaults.  The Agent shall not be deemed to have
   knowledge of the occurrence of a Default unless the Agent has received
   notice from a Bank or the Company specifying such Default and stating
   that such notice is a "Notice of Default".  In the event that the
   Agent receives such a notice of the occurrence of a Default, the Agent
   shall give prompt notice thereof to the Banks.  The Agent shall


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<PAGE>                          - 193 -



   (subject to Section 10.07 hereof) take such action with respect to
   such Default as shall be directed by the Majority Banks, provided
   that, unless and until the Agent shall have received such directions,
   the Agent may (but shall not be obligated to) take such action, or
   refrain from taking such action, with respect to such Default as it
   shall deem advisable in the best interest of the Banks.

             10.04  Rights as a Bank.  With respect to its Commitment and
   the Loans made, and the Acceptances created and discounted, by it,
   Chase (and any successor acting as Agent), in its capacity as a Bank
   hereunder shall have the same rights and powers hereunder as any other
   Bank and may exercise the same as though it were not acting as the
   Agent, and the term "Bank" or "Banks" shall, unless the context
   otherwise indicates, include the Agent in its individual capacity. 
   Chase (and any successor acting as Agent) and its affiliates may
   (without having to account therefor to any Bank) accept deposits from,
   lend money to and generally engage in any kind of banking, trust or
   other business with the Company (and any of its affiliates) as if it
   were not acting as the Agent, and Chase and its affiliates may accept
   fees and other consideration from the Company for services in
   connection with this Agreement or otherwise without having to account
   for the same to the Banks.

             10.05  Indemnification.  The Banks agree to indemnify the
   Agent (to the extent not reimbursed under Section 11.03 hereof, but
   without limiting the obligations of the Company under said
   Section 11.03), ratably in accordance with their respective
   Commitments, for any and all liabilities, obligations, losses,
   damages, penalties, actions, judgments, suits, costs, expenses or
   disbursements of any kind and nature whatsoever which may be imposed
   on, incurred by or asserted against the Agent in any way relating to
   or arising out of this Agreement or any other documents contemplated
   by or referred to herein or the transactions contemplated hereby
   (including, without limitation, the costs and expenses which the
   Company is obligated to pay under Section 11.03 hereof but excluding,
   unless a Default has occurred and is continuing, normal administrative
   costs and expenses incident to the performance of its agency duties
   hereunder) or the enforcement of any of the terms hereof or of any
   such other documents, provided that no Bank shall be liable for any of
   the foregoing to the extent they arise from the gross negligence or
   willful misconduct of the party to be indemnified.

             10.06  Non-Reliance on Agent and Other Banks.  Each Bank
   agrees that it has, independently and without reliance on the Agent or
   any other Bank, and based on such documents and information as it has


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<PAGE>                          - 194 -



   deemed appropriate, made its own credit analysis of the Company, the
   Drawers and their respective Subsidiaries and decision to enter into
   this Agreement and that it will, independently and without reliance
   upon the Agent or any other Bank, and based on such documents and
   information as it shall deem appropriate at the time, continue to make
   its own analysis and decisions in taking or not taking action under
   this Agreement.  The Agent shall not be required to keep itself
   informed as to the performance or observance by the Company or any
   Drawer of this Agreement or any other document referred to or provided
   for herein or to inspect the properties or books of the Company, any
   Drawer or any of their respective Subsidiaries.  Except for notices,
   reports and other documents and information expressly required to be
   furnished to the Banks by the Agent hereunder, the Agent shall not
   have any duty or responsibility to provide any Bank with any credit or
   other information concerning the affairs, financial condition or
   business of the Company, the Drawers or any of their respective
   Subsidiaries (or any of their affiliates) which may come into the
   possession of the Agent or any of its affiliates.

             10.07  Failure to Act.  Except for action expressly required
   of the Agent hereunder the Agent shall in all cases
   be fully justified in failing or refusing to act hereunder unless it
   shall be indemnified to its satisfaction by the Banks against any and
   all liability and expense which may be incurred by it by reason of
   taking or continuing to take any such action.

             10.08  Resignation or Removal of Agent.  Subject to the
   appointment and acceptance of a successor Agent as provided below, the
   Agent may resign at any time by giving notice thereof to the Banks,
   the Company and the Drawers and the Agent may be removed at any time
   with or without cause by the Majority Banks.  Upon any such
   resignation or removal, the Majority Banks shall have the right to
   appoint a successor Agent.  If no successor Agent shall have been so
   appointed by the Majority Banks and shall have accepted such
   appointment within 30 days after the retiring Agent's giving of notice
   of resignation or the Majority Banks' removal of the retiring Agent,
   then the retiring Agent may, on behalf of the Banks, appoint a
   successor Agent, which shall be a bank which has an office in New
   York, New York with a combined capital and surplus of at least
   $100,000,000.  Upon the acceptance of any appointment as Agent
   hereunder by a successor Agent, such successor Agent shall thereupon
   succeed to and become vested with all the rights, powers, privileges
   and duties of the retiring Agent, and the retiring Agent shall be
   discharged from its duties and obligations hereunder.  After any
   retiring Agent's resignation or removal hereunder as Agent, the


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<PAGE>                          - 195 -



   provisions of this Section 10 shall continue in effect for its benefit
   in respect of any actions taken or omitted to be taken by it while it
   was acting as the Agent.

             10.09  The Co-Agent.  The Co-Agent referred to on the cover
   page of this Agreement shall not have any rights or obligations under
   this Agreement except in its capacity as a "Bank" hereunder.


             SECTION 11.  MISCELLANEOUS.
                          --------------

             11.01  Waiver.  No failure on the part of the Agent or any
   Bank to exercise and no delay in exercising, and no course of dealing
   with respect to, any right, power or privilege under this Agreement,
   any Note or any Acceptance Document shall operate as a waiver thereof,
   nor shall any single or partial exercise of any right, power or
   privilege under this Agreement, any Note or any Acceptance Document
   preclude any other or further exercise thereof or the exercise of any
   other right, power or privilege.  The remedies provided herein are
   cumulative and not exclusive of any remedies provided by law.

             11.02  Notices.  All notices and other communications
   provided for herein (including, without limitation, any modifications
   of, or requests, demands, waivers or consents under, this Agreement)
   shall be given or made by telex, telecopy, telegraph, cable or in
   writing and telexed, telecopied, telegraphed, cabled, mailed or
   delivered to the intended recipient at the "Address for Notices"
   specified below its name on the signature pages hereof; or, as to any
   party, at such other address as shall be designated by such party in a
   notice to each other party.  Except as otherwise provided in this
   Agreement, all such communications shall be deemed to have been duly
   given when transmitted by telex or telecopier, delivered to the
   telegraph or cable office or personally delivered or, in the case of a
   mailed notice, upon receipt, in each case given or addressed as
   aforesaid.

             11.03  Expenses, Etc.  The Company agrees to pay or
   reimburse each of the Banks and the Agent for paying:  (a) the
   reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy,
   special New York counsel to the Banks, in connection with (i) the
   preparation, execution and delivery of this Agreement and the Notes,
   the making of the Loans and the creation and discount of the
   Acceptances hereunder and (ii) any amendment, modification or waiver
   (whether or not such amendment, modification or waiver shall become


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<PAGE>                          - 196 -



   effective) of any of the terms of this Agreement or any of the Notes
   or Acceptance Documents; (b) all reasonable costs and expenses of the
   Banks and the Agent (including reasonable counsels' fees) in
   connection with the enforcement of this Agreement or any of the Notes
   or Acceptance Documents; and (c) all transfer, stamp, documentary or
   other similar taxes, assessments or charges levied by any governmental
   or revenue authority in respect of this Agreement, any of the Notes,
   any Acceptance Document or any other document referred to herein.  The
   Company hereby agrees to indemnify the Agent and each Bank and their
   respective directors, officers, employees and agents from, and hold
   each of them harmless against, any and all losses, liabilities,
   claims, damages or expenses incurred by any of them arising out of or
   by reason of any investigation or litigation or other proceedings
   (including any threatened investigation or litigation or other
   proceedings) relating to any actual or proposed use by the Company or
   any Subsidiary of the Company of the proceeds of any of the Loans or
   Acceptances, including, without limitation, the reasonable fees and
   disbursements of counsel incurred in connection with any such
   investigation or litigation or other proceedings (but excluding any
   such losses, liabilities, claims, damages or expenses incurred by
   reason of the gross negligence or willful misconduct of the Person to
   be indemnified).

             11.04  Amendments, Etc.  Except as otherwise expressly
   provided in this Agreement, any provision of this Agreement may be
   amended or modified only by an instrument in writing signed by the
   Company, the Drawers, the Agent and the Majority Banks, or by the
   Company, the Drawers and the Agent acting with the consent of the
   Majority Banks, and any provision of this Agreement may be waived by
   the Majority Banks or by the Agent acting with the consent of the
   Majority Banks; provided that no amendment, modification or waiver
   shall, unless by an instrument signed by all of the Banks or by the
   Agent acting with the consent of all of the Banks:  (i) increase or
   extend the term, or extend the time or waive any requirement for the
   reduction or termination, of the Commitments, (ii) extend the date
   fixed for the payment of any Acceptance Liability or any principal of
   or interest on any Loan, (iii) reduce the amount of any Acceptance
   Liability or any principal of any Loan or the rate at which interest
   or any fee is payable hereunder, (iv) alter the terms of this Section
   11.04, (v) amend the definition of the term "Majority Banks" or
   (vi) waive any of the conditions precedent set forth in Section 6
   hereof; and provided, further, that any amendment of Section 10
   hereof, or which increase the obligations of the Agent hereunder,
   shall require the consent of the Agent.



                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 197 -



             11.05  Assignments and Participations.

             (a)  The Company may not assign any of its rights or
        obligations hereunder or under the Notes, and neither the Company
        nor any Acceptance Account Party may assign any of its rights or
        obligations in respect of any Acceptance Liabilities, without the
        prior consent of all of the Banks and the Agent.

             (b)  No Bank may assign all or any part of its Acceptance
        Liabilities, its Loans, its Notes or its Commitment without the
        prior consent of the Company and the Agent, which consent will
        not be unreasonably withheld; provided that, (i) without the
        consent of the Company or the Agent, any Bank may assign to
        another Bank all or (subject to the further clauses below) any
        portion of its Commitment; (ii) any such partial assignment shall
        be not less than $5,000,000 and in multiples of $1,000,000 in
        excess thereof; and (iii) such assigning Bank shall also
        simultaneously assign the same proportion of each of its
        Syndicated Loans then outstanding (together with the same
        proportion of its Syndicated Note then outstanding).  Upon
        written notice to the Company and the Agent of an assignment
        permitted by the preceding sentence (which notice shall identify
        the assignee, the amount of the assigning Bank's Commitment,
        Loans and Acceptance Liabilities assigned in detail reasonably
        satisfactory to the Agent) and upon the effectiveness of any
        assignment consented to by the Company and the Agent, the
        assignee shall have, to the extent of such assignment (unless
        otherwise provided in such assignment with the consent of the
        Company and the Agent), the obligations, rights and benefits of a
        Bank hereunder holding the Commitment, Loans and Acceptance
        Liabilities (or portions thereof) assigned to it (in addition to
        the Commitment, Loans and Acceptance Liabilities, if any,
        theretofore held by such assignee) and the assigning Bank shall,
        to the extent of any such Commitment assignment, be released from
        its Commitment (or portions thereof) so assigned.  Upon the
        effectiveness of any assignment referred to in this
        Section 11.05(b), the assigning Bank or the assignee Bank shall
        pay to the Agent a transfer fee in an amount equal to $3,000.

             (c)  A Bank may sell or agree to sell to one or more other
        Persons a participation in all or any part of its Commitment, its
        Loans or its Acceptance Liabilities, in which event each such
        participant shall be entitled to the rights and benefits of the
        provisions of Section 8.01(g) hereof with respect to its
        participation as if (and the Company shall be directly obligated


                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 198 -



        to such participant under such provisions as if) such participant
        were a "Bank" for purposes of said Section, but shall not have
        any other rights or benefits under this Agreement or such Bank's
        Notes or any Acceptance Document (the participant's rights
        against such Bank in respect of such participation to be those
        set forth in the agreement (the "Participation Agreement")
        executed by such Bank in favor of the participant).  All amounts
        payable by the Company to any Bank under Section 5 hereof shall
        be determined as if such Bank had not sold or agreed to sell any
        participations and as if such Bank were funding all of its Loans
        in the same way that it is funding the portion of its Loans in
        which no participations have been sold.  In no event shall a Bank
        that sells a participation be obligated to the participant under
        the Participation Agreement to take or refrain from taking any
        action hereunder or under such Bank's Note or under any
        Acceptance Document except that such Bank may agree in the
        Participation Agreement that it will not, without the consent of
        the participant, agree to (i) the increase, or the extension of
        the term, or the extension of the time or waiver of any
        requirement for the reduction or termination, of such Bank's
        Commitment, (ii) the extension of any date fixed for the payment
        of principal of or interest on any participated Loan or
        Acceptance Liability or any portion of any fees payable to the
        participant, (iii) the reduction of any payment of principal of
        any participated Loan or Acceptance Liability, (iv) the reduction
        of the rate at which either interest or (if the participant is
        entitled to any part thereof) fees are payable hereunder to a
        level below the rate at which the participant is entitled to
        receive interest or fees (as the case may be) in respect of such
        participation or (v) any modification, supplement or waiver
        hereof or of any of the other Basic Documents to the extent that
        the same, under the terms hereof or thereof, requires the consent
        of each Bank.

             (d)  In addition to the assignments and participations
        permitted under the foregoing provisions of this Section 11.05, a
        Bank may assign and pledge all or any portion of its Loans and
        its Notes to any Federal Reserve Bank as collateral security
        pursuant to Regulation A and any Operating Circular issued by
        such Federal Reserve Bank.  No such assignment shall release the
        Bank from its obligations hereunder.

             (e)  A Bank may furnish any information concerning the
        Company or any of its Subsidiaries in the possession of such Bank



                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 199 -



        from time to time to assignees and participants (including
        prospective assignees and participants).

             11.06  Survival.  The obligations of the Company under
   Sections 5.01 and 5.05 hereof, the obligations of the Banks under
   Section 10.05 hereof and the obligations of Company under
   Section 11.03 hereof shall survive the repayment of the Loans and
   Acceptance Liabilities and the termination of the Commitments.  In
   addition, each representation and warranty made, or deemed to be made,
   by a notice of borrowing of Loans or an Acceptance Quote Request for
   the creation and discount of Acceptances hereunder shall survive the
   making of such Loans or the creation and discount of such Acceptances,
   and no Bank shall be deemed to have waived, by reason of making any
   Loan, creating and discounting any Acceptance, any Default or Event of
   Default which may arise by reason of such representation or warranty
   proving to have been false or misleading, notwithstanding that such
   Bank or the Agent may have had notice or knowledge or reason to
   believe that such representation or warranty was false or misleading
   at the time such Loan was made or such Acceptance was created and
   discounted.

             11.07  Captions.  Captions and section headings appearing
   herein are included solely for convenience of reference and are not
   intended to affect the interpretation of any provision of this
   Agreement.

             11.08  Counterparts.  This Agreement may be executed in any
   number of counterparts, each of which shall be identical and all of
   which, when taken together, shall constitute one and the same
   instrument, and any of the parties hereto may execute this Agreement
   by signing any such counterpart.

             11.09  Governing Law; Jurisdiction; Service of Process;
   Waiver of Jury Trial; Etc.

             (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION
   OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
   TRANSACTIONS CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO
   EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION
   THEREWITH, MAY BE INSTITUTED IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
   AGREEMENT THE COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS
   GENERALLY (BUT NON-EXCLUSIVELY) TO THE JURISDICTION OF EACH SUCH


                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 200 -



   COURT.  THE COMPANY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL
   PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF
   SUCH PROCESS TO THE COMPANY AT ITS ADDRESS SET FORTH UNDERNEATH ITS
   SIGNATURE HERETO.  THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
   SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
   OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
   PROVIDED BY LAW.  THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
   EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
   HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH
   A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
   HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  THE COMPANY FURTHER AGREES
   THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE AGENT AND/OR ANY OF THE
   BANKS SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK AND THE AGENT AND THE BANKS HEREBY
   CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

             (b)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
   TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY
   JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
   AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

             11.10  Successors and Assigns.  This Agreement shall be
   binding upon and inure to the benefit of the parties hereto and their
   respective successors and permitted assigns.






















                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 201 -



             IN WITNESS WHEREOF, the parties hereto have caused this
   Agreement to be duly executed as of the day and year first above
   written.

                            NEWELL CO.



                            By  /s/ C.R. Davenport
                               -----------------------------
                            Title:  Vice President-Treasurer

                            Address for Notices:

                            Newell Co.
                            29 East Stephenson Street
                            Freeport, Illinois  61032

                            Telecopy No.:  815-233-8060

                            Telephone No.:  815-233-8040

                            Attention:  C.R. Davenport
                              Vice President and Treasurer
























                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 202 -



                              THE DRAWERS

                              ANCHOR HOCKING CORPORATION



                              By  /s/ C.R. Davenport
                                 ----------------------------
                              Title:  Vice President-Treasurer

                              Address for Notices:

                              Anchor Hocking Corporation
                              c/o Newell Co.
                              29 East Stephenson Street
                              Freeport, Illinois  61032

                              Telecopy No.:  815-233-8060

                              Telephone No.:  815-233-8040

                              Attention:  C.R. Davenport
                                Vice President and Treasurer

























                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 203 -



                              NEWELL OPERATING COMPANY



                              By  /s/ C.R. Davenport
                                 ----------------------------- 
                              Title:  Vice President-Treasurer

                              Address for Notices:

                              Newell Operating Company
                              c/o Newell Co.
                              29 East Stephenson Street
                              Freeport, Illinois  61032

                              Telecopy No.:  815-233-8060

                              Telephone No.:  815-233-8040

                              Attention:  C.R. Davenport
                                Vice President and Treasurer



























                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 204 -



                              THE AGENT

                              THE CHASE MANHATTAN BANK
                                (NATIONAL ASSOCIATION),
                                as Agent



                             By  /s/ Alexander Danzberger
                                --------------------------
                             Title:

                              Address for Notices:

                              The Chase Manhattan Bank
                                (National Association),
                                as Agent
                              New York Agency
                              4 Metrotech Center
                              13th Floor
                              Brooklyn, New York  11245

                              Telecopy No.:  718-242-6910

                              Telephone No.:  718-242-7979

                              Attention:  New York Agency





















                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 205 -



                            THE BANKS

   Commitment               THE CHASE MANHATTAN BANK
                              (NATIONAL ASSOCIATION)

   $50,000,000              By  /s/ Alexander H. Danzberger
                               ----------------------------
                            Title:

                            Lending Office for all Credits:

                            The Chase Manhattan Bank
                              (National Association)
                            1 Chase Manhattan Plaza
                            New York, New York  10081

                            Address for Notices:

                            The Chase Manhattan Bank
                              (National Association)
                            1 Chase Manhattan Plaza
                            New York, New York  10081

                            Telecopy No.:  (212) 552-1457

                            Telephone No.:  (212) 552-2750
                            Attention:  Alexander H. Danzberger
                                        Vice President





















                              ---------------- 
                              Credit Agreement
                              ----------------    

<PAGE>                          - 206 -



   Commitment               ROYAL BANK OF CANADA

   $50,000,000              By  /s/ G. David Cole
                               -----------------------------
                            Title:

                            Lending Office for all Credits:

                            New York Branch
                            Royal Bank of Canada
                            Pierrepont Plaza
                            300 Cadman Plaza West
                            Brooklyn, New York  11201-2701

                            Address for Notices:

                            New York Branch
                            Royal Bank of Canada
                            c/o New York Operations Center
                            Pierrepont Plaza
                            300 Cadman Plaza West
                            Brooklyn, New York  11201-2701
                            Attention:  Manager, Loans
                                        Administration

                            Telecopy No.:  (718) 522-6292/3

                            Telephone No.:  (212) 858-7168

                            with a copy to:

                            Royal Bank of Canada
                            One North Franklin Street
                            Suite 700
                            Chicago, Illinois  60606

                            Attention:  G. David Cole,
                                        Senior Manager

                            Telecopy No.:  (312) 551-0805

                            Telephone No.:  (312) 551-1618






                              ---------------- 
                              Credit Agreement
                              ----------------    



<PAGE>  
                                    EXHIBIT 21.1 
                                    SUBSIDIARIES 

<TABLE>
<CAPTION>     
                              Jurisdiction 
                                   of 
      Name                    Organization                  Ownership 
      ----                    ------------                  --------- 
<S>                           <C>                     <C>
Anchor Hocking Corporation    Delaware                100% of stock owned by 
                                                      Newell Operating Company 

Counselor Borg Scale Company  Delaware                100% of stock owned by 
                                                      Anchor Hocking Corporation


Eberhard Faber, Inc.          Delaware                100% of stock owned by 
                                                      Faber-Castell Corporation 

Eberhard Faber, Inc.          New Jersey              100% of stock owned by 
                                                      Faber-Castell Corporation 

Fabell Corporation            New Jersey              100% of stock owned by 
                                                      Faber-Castell Corporation 

Faber-Castell Canada Ltd.     Ontario, Canada         100% of stock owned by 
                                                      Faber-Castell Corporation 

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

Faber-Castell Domestic        New Jersey              100% of stock owned by 
  International Corporation                           Faber-Castell Corporation 

Goody Products, Inc.          Delaware                100% of stock owned by  
                                                      Newell Co. 

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

Lee-Rowan Company             Missouri                100% of stock owned by 
                                                      Newell Co. 

Newell Finance Company        Delaware                100% of stock owned by 
                                                      Newell Operating Company 

                                        207

<PAGE> 
                                    EXHIBIT 21.1 
                              SUBSIDIARIES, CONTINUED 

                              Jurisdiction 
                                   of 
      Name                    Organization                  Ownership 
      ----                    ------------                  --------- 

Newell Holdings France S.A.S.   France                1% of stock owned by 
                                                      Newell Operating Company;
 
                                                      99% of stock owned by 
                                                      Newell Investments Inc. 
Newell Holdings U.K. Limited    United Kingdom        100% of stock owned by 
                                                      Newell Investments Inc. 

Newell Iberica S.A.             Spain                 100% of stock owned by 
                                                      Newell S.A. 

Newell Industries Canada, Inc.  Ontario, Canada       100% of stock owned by 
                                                      Newell Operating Company 

Newell International            Jamaica               100% of stock owned by 
  Corporation Limited                                 Newell Co. 

Newell Investment Co. Limited   Ontario, Canada       100% of stock owned by 
                                                      Newell Co. 

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

Newell Limited                  United Kingdom        100% of stock owned by 
                                                      Newell Holdings U.K. 
                                                      Limited 

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

Newell Puerto Rico, Ltd.        Delaware              100% of stock owned by 
                                                      Anchor Hocking Corporation

Newell S.A.                     France                99% of stock owned by 
                                                      Newell Holdings France 
                                                      S.A.S.; Remaining 1% owned
                                                      by nominees as required by
                                                      statute. 

Newell S.p.A.                   Italy                 100% of stock owned by 
                                                      Newell S.A. 

                                        208

<PAGE>
                                    EXHIBIT 21.1 
                              SUBSIDIARIES, CONTINUED 

                              Jurisdiction 
                                   of 
      Name                    Organization                  Ownership 
      ----                    ------------                  --------- 

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

NSM Industries, Inc.            New Jersey            100% of stock owned by 
                                                      Faber-Castell Corporation 

N.V. Newell Benelux S.A.        Belgium               99% of stock owned by 
                                                      Newell S.A.; Remaining 1% 
                                                      owned by nominees as 
                                                      required by statute 

Plastics, Inc.                  Delaware              100% of stock owned by 
                                                      Anchor Hocking Corporation


Sanford Corporation             Illinois              100% of stock owned by 
                                                      Newell Co. 

Sterling Plastics Co.           New Jersey            100% of stock owned by 
                                                      Sanford Corporation 

Stuart Hall Company, Inc.       Missouri              100% of stock owned by 
                                                      Newell Co. 
</TABLE>
     




















                                        209



<PAGE>
                                                             EXHIBIT 23.1

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


   As independent public accounts, we hereby consent to the incorporation
   of our report dated January 28, 1995, included in this Form 10-K, into
   the Company's  previously filed Form S-8  Registration Statements File
   Nos. 33-24447,  33-25196, 33-40641,  33-67620, 33-67632,  33-51063 and
   33-51961, Form S-3 Registration Statement  File No. 33-46208 and Post-
   Effective  Amendment  No.  1 on  Form  S-8  to  Form S-4  Registration
   Statements File Nos. 33-49282 and 33-44957.



                                 ARTHUR ANDERSEN LLP


   Milwaukee, Wisconsin
   March 24, 1995










                                     210





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>  This schedule contains summary financial information
          extracted from the Newell Co. and Subsidiaries
          Consolidated Balance Sheets and Statements of Income
          and is qualified in its entirety by reference to such
          financial statements.
<MULTIPLIER> 1,000
       
<S>                                <C>
<PERIOD-TYPE>                      12-MOS
<FISCAL-YEAR-END>                                DEC-31-1994
<PERIOD-END>                                     DEC-31-1994
<CASH>                                                14,892
<SECURITIES>                                               0
<RECEIVABLES>                                        346,692
<ALLOWANCES>                                         (10,886) <F1>
<INVENTORY>                                          420,654
<CURRENT-ASSETS>                                     917,671
<PP&E>                                               690,174  <F2>
<DEPRECIATION>                                      (235,577) <F2>
<TOTAL-ASSETS>                                     2,488,276
<CURRENT-LIABILITIES>                                784,024
<BONDS>                                              408,986
<COMMON>                                             157,844
<PREFERRED-MANDATORY>                                      0
<PREFERRED>                                                0
<OTHER-SE>                                           967,482
<TOTAL-LIABILITY-AND-EQUITY>                       2,488,276
<SALES>                                            2,074,934
<TOTAL-REVENUES>                                     671,148
<CGS>                                              1,403,786
<TOTAL-COSTS>                                      1,403,786
<OTHER-EXPENSES>                                     309,106
<LOSS-PROVISION>                                       2,780  <F1>
<INTEREST-EXPENSE>                                    29,970
<INCOME-PRETAX>                                      329,292
<INCOME-TAX>                                         133,717
<INCOME-CONTINUING>                                  195,575
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                         195,575
<EPS-PRIMARY>                                           1.24
<EPS-DILUTED>                                           1.24

<FN>
<F1>  Allowances for doubtful accounts are reported as contra accounts to accounts
receivable.  The corporate reserve for bad debts is a percentage of trade
receivables based on the bad debts experienced in one or more past years, general
economic conditions, the age of the receivables and other factors that indicate the
element of uncollectibility in the receivables outstanding at the end of the period.
<F2>  See note 1 to consolidated financial statements.
        

</TABLE>