As filed with the Securities and Exchange Commission on
        August 23, 1995
                                              Registration No. 33-       

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                       ==============================
                                  FORM S-8
                           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
        (Address of principal executive offices, including zip code)

              THE NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN
                          (Full title of the plan)

                             Dale L. Matschullat
                       Vice President-General Counsel
                                 Newell Co.
                                Newell Center
                          29 East Stephenson Street
                          Freeport, Illinois 61032
                   (Name and address of agent for service)

                               (815) 235-4171
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                            Linda Jeffries Wight
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5619

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

                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                            Proposed          Proposed
                                              Amount         maximum           maximum
           Title of Securities to be           to be        offering          aggregate           Amount of
                   Registered               registered        price        offering price     registration fee
                                                           per share 

       <S>                                  <C>             <C>             <C>                   <C>
       Common Stock, par value $1.00 per
       share
       Preferred Stock Purchase Rights      500,000(1)      $25.63(1)       $2,815,000(1)         $4,419(1)

       Interests in the Plan                    (2)            (2)               (2)                 (2)
<PAGE>
</TABLE>

   (1)  Based upon the number of shares that would be purchased by the
        trustee of the trust established in connection with the Newell
        Long-Term Savings and Investment Plan during the two-year period
        beginning with the effective date of this Registration Statement,
        if the estimated aggregate employee and employer contributions
        during such period were invested in such Common Stock at $25.63
        per share, the average of the high and low sales prices reported
        on the New York Stock Exchange on August 18, 1995.  (See Rules
        457(c) and 457(h) of the Securities Act of 1933.)

   (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the Plan
        described herein for which no separate fee is required.
<PAGE>

                            GENERAL INSTRUCTIONS

   E.  Registration of Additional Securities

        The contents of the registration statement on  Form S-8 (File No.
   33-25196) filed by the registrant with the Securities and Exchange
   Commission on October 31, 1988 registering its Common Stock, $1.00 par
   value per share, issuable pursuant to The Newell Long-Term Savings and
   Investment Plan, and the contents of Amendment No. 1 thereto, filed by
   the registrant with the Securities and Exchange Commission on
   November 18, 1988, registering the Preferred Stock Purchase Rights
   attached to the aforementioned Common Stock, are hereby incorporated
   by reference.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        All information required in this registration statement not
   included in the exhibits attached hereto or set forth on the signature
   page is set forth in the registration statement, and post effective
   Amendment No. 1 thereto, of the registrant on Form S-8 (File No. 33-
   25196) both of which are incorporated herein by reference.

   Item 8.  Exhibits.

        The Exhibits filed herewith are set forth on the exhibit index
   filed as part of this registration statement on page S-4 hereof.






























                                     S-1
<PAGE>
                                 SIGNATURES

        The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the registrant certifies that it has reasonable grounds
   to believe that it meets all the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Rockford, State of Illinois, on this 23rd day of August, 1995.

                                      NEWELL CO.


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

        Each person whose signature appears below appoints William P.
   Sovey and William T. Alldredge or either of them, as such person's
   true and lawful attorneys to execute in the name of each such person,
   and to file, any amendments to this registration statement that either
   of such attorneys shall deem necessary or advisable to enable the
   Registrant to comply with the  Securities Act of 1933, as amended, and
   any rules, regulations, and requirements of the Securities and
   Exchange Commission with respect thereto, in connection with the
   registration of interests in the Newell Long-Term Savings and
   Investment Plan and the shares of Common Stock of the Registrant that
   are subject to this registration statement (and the Preferred Stock
   Purchase Rights attached thereto), which amendments may make such
   changes in such registration statement as either of the above-named
   attorneys deems appropriate, and to comply with the undertakings of
   the Registrant made in connection with this registration statement;
   and each of the undersigned hereby ratifies all that either of said
   attorneys shall do or cause to be done by virtue hereof.

        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 date indicated.


<TABLE>
        Signature                                 Title                             Date

     <S>                               <C>                                          <C>
     /s/   William P. Sovey            Vice Chairman and Chief                            August 23, 1995
           William P. Sovey            Executive Officer (Principal
                                       Executive Officer) and Director

     /s/   William T. Alldredge        Vice President - Finance                           August 23, 1995
           William T. Alldredge        (Principal Financial Officer)

     /s/   Thomas A. Ferguson, Jr.     President and Chief                                August 23, 1995
           Thomas A. Ferguson, Jr.     Operating Officer and Director


     /s/   Donald L. Krause            Senior Vice President -                            August 23, 1995
           Donald L. Krause            Controller (Principal Accounting Officer)



                                                               S-2
<PAGE>
     /s/   Daniel C. Ferguson          Chairman of the Board                              August 23, 1995
           Daniel C. Ferguson          of Directors

     /s/   Alton F. Doody              Director                                           August 23, 1995
           Alton F. Doody

     /s/   Gary H. Driggs              Director                                           August 23, 1995
           Gary H. Driggs

     /s/   Robert L. Katz              Director                                           August 23, 1995
           Robert L. Katz

     /s/   John J. McDonough           Director                                           August 23, 1995
           John J. McDonough

     /s/   Elizabeth Cuthbert Millet   Director                                           August 23, 1995
           Elizabeth Cuthbert Millet

     /s/   Allan P. Newell             Director                                           August 23, 1995
           Allan P. Newell

     /s/   Henry B. Pearsall           Director                                           August 23, 1995
           Henry B. Pearsall
</TABLE>

              The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Sponsor 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 August 23, 1995.

                                           THE NEWELL LONG-TERM SAVINGS
                                           AND INVESTMENT PLAN


                                           By:  Newell Pension Committee


                                           By:/s/ C.R. Davenport
                                              --------------------------
                                                C.R. Davenport, Member
                                                
                                                

















                                     S-3
<PAGE>
                              INDEX TO EXHIBITS


     Exhibit
     Number               Exhibit

        5     Opinion of Schiff Hardin & Waite

      23.1    Consent of Schiff Hardin &
              Waite (Contained in their opinion
              filed as Exhibit 5)

      23.2    Consent of Arthur Andersen LLP

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





























                                     S-4
<PAGE>





                                                                EXHIBIT 5

                                      August 23, 1995

   Securities and Exchange Commission
   Judiciary Plaza
   450 Fifth Street, N.W.
   Washington, DC  20549-1004

        Re:  Newell Co. - Registration Statement on Form S-8

   Ladies and Gentlemen:

        We are acting as counsel for Newell Co., a Delaware corporation
   (the "Company"), in connection with its filing of a Registration
   Statement on Form S-8 (the "Registration Statement") with the
   Securities and Exchange Commission covering the registration of an
   additional 500,000 shares of the Company's common stock, $1.00 par
   value, and the related Preferred Stock Purchase Rights attached
   thereto (collectively, the "Stock"), issuable pursuant to The Newell
   Long-Term Savings and Investment Plan (the "Plan"), together with the
   related interests in the Plan.  

        In this connection, we have examined such documents and have made
   such factual and legal investigations as we have deemed necessary or
   appropriate for the purpose of this opinion.

        Based upon the foregoing, it is our opinion that those shares of
   Stock covered by the Registration Statement that are issued in
   accordance with the terms of the Plan will be legally issued, fully
   paid and non-assessable.  We draw to your attention, however, that the
   Wisconsin Supreme Court has held that
 the provisions of a predecessor
   of Section 180.0622 of the Wisconsin Business Corporation Law relating
   to shareholders' liability for employee wages are applicable to
   foreign corporations qualified to do business in the State of
   Wisconsin, such as the Company.

        We hereby consent to the filing of this opinion as Exhibit 5 to
   the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE

                                 By:  /s/  Linda Jeffries Wight
                                 ===============================
                                           Linda Jeffries Wight

   LJW:ag
                                     S-5
<PAGE>


                                                             Exhibit 23.2



                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


        As independent public accountants, we hereby consent to the
        incorporation by reference in this registration statement of
        our report dated January 28, 1995 included in Newell Co.'s
        Form 10-K for the year ended December 31, 1994 and to all
        references to our Firm included in this registration
        statement.



                                      /s/  Arthur Andersen LLP
                                      =========================
                                           ARTHUR ANDERSEN LLP


        Milwaukee, Wisconsin
        August 22, 1995




























                                     S-6