As filed with the Securities and Exchange Commission on July 21, 1995.

                                                     Registration No. 33-53091


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                        _________________________________

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                     FORM S-3
                              Registration Statement
                                      Under
                            The Securities Act of 1933

                        _________________________________

                                    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
                                  (815) 235-4171
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

                               Dale L. Matschullat
                                4000 Auburn Street
                             Rockford, Illinois 61125
                                  (815) 969-6101
            (Name, Address, Including Zip Code, and Telephone Number,
                    Including Area Code, of Agent for Service)

                                 With Copies to:

             Linda J. Wight                Anthony T. Iler
             Schiff Hardin & Waite         Irell & Manella
             7200 Sears Tower              333 South Hope Street, Suite 3300
             Chicago, Illinois 60606       Los Angeles, California 90071
             (312) 876-1000                (213) 229-0516

                        _________________________________

        Approximate date of commencement of the proposed sale of the
   securities to the public: From time to time after the effective date of
   this Registration Statement.
        If the securities being registered on this form are being offered
   pursuant to dividend or interest reinvestment plans, please check the
   following box. [_]
        If any of the securities being registered on this form are to be
   offered on a delayed or continuous basis pursuant to Rule 415 under the
   Securities Act of 1933, other than securities offered only in connection
   with dividend or interest reinvestment plans, check the following box. [X]

   
<PAGE> 2
   

        If this form is filed to register additional securities for an
   offering pursuant to Rule 462(b) under the Securities Act, please check the
   following box and list the Securities Act registration statement number of
   the earlier effective registration statement for the same offering. [_]
   __________
        If this Form is a post-effective amendment filed pursuant to 462(c)
   under the Securities Act, check the following box and list the Securities
   Act registration statement number of the earlier effective registration
   statement for the same offering. [_] ___________
        If delivery of the prospectus is expected to be made pursuant to Rule
   434, please check the following box. [_]

                        _________________________________

        The Registrant hereby amends this Registration Statement to deregister
   1,008 shares of Common Stock previously registered hereby and to include a
   material change with respect to the plan of distribution.

   
<PAGE> 3

   
        This Post-Effective Amendment No. 1 is being filed by the
   Registrant to remove from registration 1,008 shares of Common Stock,
   par value $1.00 per share, previously registered and intended to be
   offered on a delayed or continued basis pursuant to Rule 415 under the
   Securities Act of 1933 but which have not been offered or sold and to
   include a material change with respect to the plan of distribution.
<PAGE>
   
<PAGE> 4



                                 PROSPECTUS

                                 NEWELL CO.
                             UP TO 43,330 SHARES
                   COMMON STOCK, $1.00 PAR VALUE PER SHARE
             (INCLUDING RELATED PREFERRED STOCK PURCHASE RIGHTS)


        The shares of Common Stock, par value $1.00 per share (the
   "Common Stock"), together with the Preferred Stock Purchase Rights
   (the "Rights") offered to the public hereby (collectively, the
   "Shares") are outstanding shares of Newell Co., a Delaware corporation
   (the "Company"), that may be sold by the Selling Stockholder as set
   forth under "Selling Stockholder."  The Company will not receive any
   part of the proceeds from the sale of the Shares.  The Common Stock is
   listed on the New York Stock Exchange, Inc. (the "NYSE") and the
   Chicago Stock Exchange (the "CSE") under the symbol NWL.  On July
   ____, 1995, the closing sale price for the Common Stock (as reported
   on the Composite Tape for NYSE-listed issues) was $_____.

                      _________________________________

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
             THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION NOR HAS THE COMMISSION OR
                 ANY STATE SECURITIES COMMISSION PASSED UPON
                  THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
                    TUS.  ANY REPRESENTATION TO THE CON- 
                        TRARY IS A CRIMINAL OFFENSE.

                      ________________________________

        The Company has been advised that sales of the Shares may be made
   from time to time by or for the account of the Selling Stockholder on
   the NYSE, in the over-the-counter market, in private transactions or
   otherwise through broker-dealers.  Any such sales will be made either
   at market prices prevailing at the time of sale or at negotiated
   prices.  Any broker-dealer may either act as agent for the Selling
   Stockholder or may purchase any of the Shares as principal and
   thereafter may sell such Shares from time to time in transactions on
   the NYSE, the CSE or in the over-the-counter market at prices
   prevailing at the time of sale or at negotiated prices.
                     

                      ________________________________

               The date of this Prospectus is July ____, 1995.
   
   
<PAGE> 5
                                                              

                            AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
   in accordance therewith files reports, proxy statements and other
   information with the Securities and Exchange Commission (the "SEC"). 
   Reports, proxy statements and other information filed by the Company
   can be inspected and copied at prescribed rates at the public
   reference facilities maintained by the SEC at Room 1024, 450 Fifth
   Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
   Offices located at Seven World Trade Center, New York, New York,
   10048; and the Northwestern Atrium Center, 500 West Madison Street,
   Suite 1400, Chicago, Illinois 60661-2511.  The Common Stock is listed
   on the NYSE and the CSE and such reports, proxy statements and other
   information concerning the Company can be inspected at the offices of
   the NYSE, 20 Broad Street, New York, New York 10005 and at the offices
   of the CSE, One Financial Place, 440 South LaSalle Street, Chicago,
   Illinois 60605-1070.  

        The Company has filed with the SEC a registration statement on
   Form S-3 (File No. 33-53091) (herein, together with all amendments and
   exhibits, referred to as the "Registration Statement") under the
   Securities Act of 1933, as amended (the "Securities Act").  This
   Prospectus does not contain all of the information set forth in the
   Registration Statement, certain parts of which are omitted in
   accordance with the rules and regulations of the SEC.  For further
   information, reference is hereby made to the Registration Statement.


              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The following documents filed by the Company pursuant to the
   Exchange Act are hereby incorporated by reference:

        (a)  The Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994;

        (b)  The Company's Quarterly Report on Form 10-Q for
             the quarter ended March 31, 1994;

        (c)  The description of the Rights contained in the
             Company's Registration Statement on Form 8-A dated
             October 25, 1988, including any amendment or
             report filed for the purpose of updating such
             description;

        (d)  The description of the Common Stock, contained in
             the Company's Registration Statement on Form 8-B
             dated June 30, 1987, including any amendment or
             report filed for the purpose of updating such
             description; and 

   
<PAGE> 6
             

        (e)  All documents subsequently filed by the Company
             pursuant to Sections 13(a), 13(c), 14 and 15(d) of
             the Exchange Act, prior to the filing of a post-
             effective amendment which indicates that all
             securities offered have been sold or which
             deregisters all securities then remaining unsold.

        Any statement contained herein or in a document incorporated by
   reference or deemed to be incorporated by reference herein shall be
   deemed to be modified or superseded for purposes of this Prospectus to
   the extent that such statement is modified or superseded by any other
   subsequently filed document which is incorporated or is deemed to be
   incorporated by reference herein.  Any such statement so modified or
   superseded shall not be deemed, except as so modified or superseded,
   to constitute a part of this Prospectus.

        The Company will provide without charge to each person, including
   any beneficial owner, to whom a copy of this Prospectus has been
   delivered, upon the written or oral request of such person, a copy of
   any or all of the documents which are incorporated herein by
   reference, other than exhibits to such documents (unless such exhibits
   are specifically incorporated by reference into such documents). 
   Requests for such copies should be directed to:  Richard H. Wolff,
   Secretary, Newell Co., 4000 Auburn Street, Rockford, Illinois 61125
   (telephone: (815) 969-6111).


                                 THE COMPANY

        The Company 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 staple products, with an emphasis on excellent customer
   service, in order to achieve maximum results for its stockholders. 
   Product categories include housewares, hardware, home furnishings and
   office products.  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
   performance.  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.

   
<PAGE> 7
   

        As of July __, 1995, there were ________ shares of Common Stock
   and related Rights outstanding.  For the fiscal year ended December
   31, 1994, the Company had net sales of approximately $2,074,934,000
   and operating income of approximately $357,865,000.

        The principal executive offices of the Company are located at
   Newell Center, 29 East Stephenson Street, Freeport, Illinois  61032,
   and its telephone number is (815) 235-4171.


                             SELLING STOCKHOLDER

        The Shares covered by this Prospectus are being offered by or for
   the account of the David and Susan F. Lederman Revocable Trust dated
   July 26, 1986, as amended, of which David and Susan Lederman are the
   trustees (the "Selling Stockholder").  The Selling Stockholder was the
   sole stockholder of Jareen Co ("Jareen"), which became a wholly-owned
   subsidiary of the Company on November 12, 1993, pursuant to an
   Agreement and Plan of Reorganization (the "Reorganization Agreement")
   dated as of November 12, 1993 by and among the Company, JC Acquisition
   Co., a California corporation, Jareen, the Selling Stockholder and
   David and Susan Lederman.  Pursuant to the Reorganization Agreement
   and the terms of the Escrow Agreement by and between the  Company, the
   Selling Stockholder, David and Susan Lederman and Firstar Trust
   Company, the Selling Stockholder received 43,330 Shares in exchange
   for all of the outstanding shares of Common Stock of Jareen, no par
   value.

        In connection with the Company's acquisition of Jareen, the
   Company engaged David and Susan Lederman to serve as consultants with
   respect to Jareen's North American operations until December 31, 1995. 
   The Company agreed to pay $1,000 per month plus medical coverage and a
   per diem rate of $500 per person plus actual expenses incurred for
   each day actually worked for the period beginning January 1, 1994 and
   ending December 31, 1995.


                            PLAN OF DISTRIBUTION

        The Selling Stockholder has advised the Company the Shares may be
   sold from time to time by the Selling Stockholder, or by pledgees,
   donees, transferees or other successors in interest.  Such sales may
   be made on one or more exchanges or in the over-the-counter market or
   otherwise, at prices and at terms then prevailing or at prices related
   to the then current market price, or in negotiated transactions.  The
   Shares may be sold in one or more of the following ways:  (a) a block
   trade in which the broker or dealer so engaged will attempt to sell
   the Shares as agent but may partition and reserve a portion of the
   block as principal to facilitate the transaction; (b) purchases by a
   broker or dealer as principal and resale by such broker or dealer for
   its account pursuant to this Prospectus; (c) an exchange distribution
   in accordance with the rules of such exchange; and (d) ordinary
   brokerage transactions and transactions in which the broker solicits
   purchasers.  In effecting sales, brokers or dealers engaged by the

   
<PAGE> 8
   

   Selling Stockholder may arrange for other brokers or dealers to
   participate in the resales.

        In connection with distribution of the Shares or otherwise, the
   Selling Stockholder may enter into hedging transactions with broker-
   dealers.  In connections with such transactions, broker-dealers may
   engage in short sales of the Shares registered hereunder in the course
   of hedging the positions they assume with the Selling Stockholder. 
   The Selling Stockholder may sell Shares short and redeliver the Shares
   to close out such short positions.  The Selling Stockholder may enter
   into options or other transactions with broker-dealers which require
   the delivery to the broker-dealer of the Shares registered hereunder
   which the broker-dealer may resell or otherwise transfer pursuant to
   this Prospectus.  The Selling Stockholder may also loan or pledge the
   Shares registered to a broker or dealer and upon a default the broker
   or dealer may effect sales of the pledged Shares pursuant to this
   Prospectus.

        Brokers, dealers or agents may receive compensation in the form
   of commissions, discounts or concessions from the Selling Stockholder
   in amounts to be negotiated in connection with the sale.  Such brokers
   or dealers and any other participating brokers or dealers may be
   deemed to be "underwriters" within the meaning of the Securities Act
   in connection with such sales and any such commission, discount or
   concession may be deemed to be underwriting discounts or commissions
   under the Securities Act.  In addition, the Selling Stockholder may be
   deemed to be an underwriter within the meaning of the Securities Act
   with respect to the Shares, and any profits realized by such person
   may be deemed to be underwriting commissions.

        Commissions and discounts, if any, attributable to the sales of
   the Shares will be borne by the Selling Stockholder.  The Selling
   Stockholder may agree to indemnify any agent, dealer or broker that
   participates in transactions involving sales of the Shares against
   certain liabilities, including liabilities arising under the
   Securities Act.


                                LEGAL OPINION

        The legality of the Shares offered hereby has been passed upon
   for the Company by Schiff Hardin & Waite, 7200 Sears Tower, Chicago,
   Illinois 60606.  Schiff Hardin & Waite has advised the Company that a
   member of the firm participating in the representation of the Company
   in this offering owns 3,746 Shares.


                                   EXPERTS

        The consolidated financial statements of the Company incorporated
   herein have been audited by Arthur Andersen LLP, independent public
   accountants, as indicated in their report with respect thereto, and
   incorporated herein in reliance upon the authority of said firm as
   experts in accounting and auditing in giving said report.

   
<PAGE> 9
   


                                   PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

   Item 14.  Other Expenses of Issuance and Distribution

        The following table sets forth all expenses in connection with
   the distribution of the shares of Common Stock (and the Preferred
   Stock Purchase Rights related thereto) being registered.  All amounts
   shown below are estimates, except the registration fee:

        Registration fee of Securities and Exchange
             Commission ............................ $     596.27
        Stock Exchange Listing Fees ................     1,750.00
        Accountants' fees and expenses..............     2,500.00
        Legal fees and expenses.....................     7,000.00
        Miscellaneous...............................     2,503.73
                                                     ------------
             TOTAL.................................. $  14,350.00
                                                     ============



   Item 15.  Indemnification of Directors and Officers

        The Restated Certificate of Incorporation and By-Laws of the
   registrant provide for indemnification by the registrant of each of
   its directors and officers to the fullest extent permitted by law or
   liability (including liability arising under the Securities Act of
   1933 (the "Act")) of such director or officer arising by reason of his
   or her status as a director or officer of the registrant, provided
   that he or she met the standards established in the Restated
   Certificate of Incorporation, which include requirements that he or
   she acted in good faith and in a manner he or she reasonably believed
   to be in the registrant's best interest.  The registrant will also
   advance expenses prior to final disposition of an action, suit or
   proceeding upon receipt of an undertaking by the director or officer
   to repay such amount if the director or officer is not entitled to
   indemnification.  All rights to indemnification and advancement of
   expenses are deemed to be a contract between the registrant and its
   directors and officers.  The determination that a director or officer
   has met the standards established in the Restated Certificate of
   Incorporation and By-Laws may be made by majority vote of a quorum
   consisting of disinterested directors, an opinion of counsel
   (regardless of whether such quorum is available), a majority vote of
   stockholders, or a court (which may also overturn any of the preceding
   determinations).  The registrant has purchased insurance against
   liabilities of directors or officers, as permitted by the Restated
   Certificate of Incorporation and By-Laws.  The registrant also has
   entered into indemnification agreements with each of its directors and
   officers which provide that the directors and officers will be
   entitled to their indemnification rights as they existed at the time
   they entered into the agreement, regardless of subsequent changes in
   the  registrant's indemnification policy.

   
<PAGE> 10
   


   Item 16. Exhibits

        The Exhibits filed herewith are set forth on the Index to
   Exhibits filed as a part of this Registration Statement on page II-6
   hereof.

   Item 17.  Undertakings

        The undersigned registrant hereby undertakes:

        1.   To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

        (a)  To include any prospectus required by Section 10(a)(3) of
   the Securities Act of 1933;

        (b)  To reflect in the prospectus any facts or events arising
   after the effective date of the registration statement (or the most
   recent post-effective amendment thereof) which individually or in the
   aggregate, represent a fundamental change in the information set forth
   in the registration statement;

        (c)  To include any material information with respect to the plan
   of distribution not previously disclosed in the registration statement
   or any material change to such information in the registration
   statement.

   provided, however, that paragraphs 1(a) and 1(b) do not apply if the
   registration statement is on Form S-3, Form S-8, and the information
   required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the registration statement.

        2.   That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial bona fide offering thereof.

        3.   To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        4.   That, for purposes of determining any liability under the
   Securities Act of 1933, each filing of the registrant's annual report
   pursuant to Section 13(a) or 15(d) of the Exchange Act, that is
   incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial bona fide offering thereof.

   
<PAGE> 11
   

        Insofar as indemnification for liabilities arising under the Act
   may be permitted to directors, officers and controlling persons of the
   registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the Securities and
   Exchange Commission such indemnification is against public policy as
   expressed in the Act and is, therefore, unenforceable.  In the event
   that a claim for indemnification against such liabilities (other than
   the payment by the registrant of expenses incurred or paid by a
   director, officer or controlling person of the registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.

   
<PAGE> 12
   


                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933,
   Registrant certifies that it has reasonable grounds to believe that it
   meets all the requirements for filing on Form S-3 and has duly caused
   this registration statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Rockford, State
   of Illinois, on this 21st day of July, 1995.

                                 NEWELL CO.
                                 (Registrant)


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

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.


<TABLE>
<CAPTION>
        Signature                                  Title                                          Date
        ---------                                 ------                                          -----
<S>                                             <C>                                              <C>  
     /s/  William P. Sovey*                     Vice Chairman and Chief Executive 
          ---------------------                 Officer (Principal Executive Officer) 
          William P. Sovey                      and Director


     /s/  William T. Alldredge                  Vice President - Finance                         July 21, 1995
          -----------------------               (Principal Financial Officer)
          William T. Alldredge


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


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


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


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

     
<PAGE> 13

<CAPTION>          
              Signature                            Title                                    Date
              ---------                           ------                                   -----
<S>                                            <C>                                      <C>

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


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


     /s/  Norman S. Livingston, Jr.*            Director
          ----------------------------
          Norman S. Livingston, Jr.


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


          ----------------------                Director
          Elizabeth Cuthbert Millet


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


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


     By:  /s/ William T. Alldredge                                                        July 21, 1995
          ---------------------------
          William T. Alldredge
          Attorney-in-fact
</TABLE>

   
<PAGE> 14

          

                              INDEX TO EXHIBITS



   Exhibit
    Index                             Exhibit
   ----------     --------------------------------------------------
     2.1          Agreement and Plan of Reorganization dated as of
                  November 12, 1993 by and among Newell Co., JC
                  Acquisition Co., Jareen Co., the David and Susan F. 
                  Lederman Revocable Trust dated July 26, 1986, as
                  amended, and David and Susan Lederman*

     2.2          Escrow Agreement dated as of November 12, 1993 by and
                  among Newell Co., the David and Susan F. Lederman
                  Revocable Trust dated July 26, 1986, as amended, David
                  and Susan Lederman and Firstar Trust Company*

       5          Opinion of Schiff Hardin & Waite*

    23.1          Consent of Arthur Andersen LLP*

    23.2          Consent of Schiff Hardin & Waite (contained in their
                  opinion filed as Exhibit 5)*

     24           Powers of attorney (set forth on the signature page of
                  this registration statement)*

   ___________

      * Previously filed.