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-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                      Dale L. Matschullat
        29 East Stephenson Street          4000 Auburn Street
        Freeport, Illinois 61032           Rockford, Illinois 61125
        (815) 235-4171                     (815) 969-6101
   (Address, Including Zip Code,      (Name, Address, Including Zip Code,
   and Telephone Number, Including    and Telephone Number, Including
   Area Code, of Registrant's         Area Code, of Agent for Service)
   Principal Executive Offices)

                                With Copies to:

        Linda J. Wight                Rex E. Schlaybaugh, Jr.
        Schiff Hardin & Waite         Dykema Gossett PLLC
        7200 Sears Tower              1577 N. Woodward Avenue, Suite 300
        Chicago, Illinois 60606       Bloomfield Hills, Michigan  48304
        (312) 876-1000                (810) 540-0700

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

        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/
        If the 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.  /__/  __________
<PAGE>





        If the form is a post effective amendment filed pursuant to Rule
   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.  /__/

   
<TABLE>
   <CAPTION>
                             CALCULATION OF REGISTRATION FEE
                                                                   Proposed Maximum       Proposed Maximum      Amount of
            Title of Each Class of            Amount To Be       Aggregate Price Per     Aggregate Offering   Registration
         Securities To Be Registered           Registered              Unit (1)              Price (1)             Fee
         ---------------------------          ------------        ------------------     ------------------   ------------
       <S>                                    <C>                <C>                     <C>                  <C>
       Common Stock,
       Par Value $1.00 Per Share . . .          131,561                 $25.63             $3,371,908.00        $1,163.00

       Preferred Stock Purchase Rights 
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration
        fee pursuant to Rule 457(c) under the Securities Act of 1933
        based on $25.63, the average of the high and low prices of the
        Common Stock on August 18, 1995, as reported in the consolidated
        reporting system.  The value attributable to the Preferred Stock
        Purchase Rights is reflected in the value attributable to the
        Common Stock.
                          ________________________

        The Registrant hereby amends this Registration Statement on such
   date or dates as may be necessary to delay its effective date until
   the Registrant shall file a further amendment which specifically
   states that this Registration Statement shall thereafter become
   effective in accordance with Section 8(a) of the Securities Act of
   1933 or until the Registration Statement shall become effective on
   such date as the Commission, acting pursuant to said Section 8(a), may
   determine.
<PAGE>

                                 PROSPECTUS

                                 NEWELL CO.
                            UP TO 131,561 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 August
   18, 1995, the closing sale price for the Common Stock (as reported on
   the Composite Tape for NYSE-listed issues) was $25-5/8.

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

          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 August 23, 1995.












                                     -1-
<PAGE>

                            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-_____________) (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, 1995;

        (c)  The Company's Quarterly Report on Form 10-Q for the quarter
             ended June 30, 1995;

        (d)  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;

        (e)  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 



                                     -2-
<PAGE>

        (f)  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.

             As of August 18, 1995, there were 158,291,128 shares of
   Common Stock and related Rights outstanding.  For the fiscal year

                                     -3-
<PAGE>

   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 Thomas F. Gaffney (the "Selling Stockholder"). 
   The Selling Stockholder was a stockholder of Ashland Products, Inc.
   ("Ashland"), which became a wholly-owned subsidiary of the Company on
   June 5, 1995, pursuant to an Agreement and Plan of Reorganization (the
   "Reorganization Agreement") dated as of June 5, 1995, by and among the
   Company, Ashland Acquisition Co., a Delaware corporation, and Ashland. 
   Pursuant to the Reorganization Agreement, all of the outstanding
   shares of common stock of Ashland owned by the Selling Stockholder
   were converted into 131,561 Shares.

             The Selling Stockholder currently owns 125,213 Shares. 
   Pursuant to the terms and conditions of an Escrow Agreement by and
   between the Company, the Selling Stockholder, James J. Prete, Larry D.
   Adkisson, and Firstar Trust Company (the "Escrow Agent"), the Selling
   Stockholder has the right to receive up to an additional 6,348 Shares. 
   Such shares are held in escrow with the Escrow Agent for satisfaction
   of the indemnification obligations of the Selling Stockholder under
   the Reorganization Agreement.  The escrow will terminate on the
   earlier of June 9, 1996 or the final resolution of the last claim
   permitted under the terms of the Escrow Agreement.  At that time, any
   Shares not used to satisfy the Selling Stockholder's indemnification
   obligations and still held in escrow will be distributed to the
   Selling Stockholder and may be sold pursuant to this Prospectus.

                            PLAN OF DISTRIBUTION

             The Selling Stockholder has advised the Company that sales
   of Shares may be made from time to time for its account on the NYSE,
   the CSE, 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.  Whether any such sales will be made, and the time of any such
   sales, will rest within the Selling Stockholder's discretion.

             The Selling Stockholder has not identified to the Company
   any broker-dealer that may participate in the offer.  Any such broker-
   dealer either may 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.  Any broker-dealer that may be used by the
   Selling Stockholder might be deemed to be an "underwriter" as defined
   in the Securities Act, and any commissions paid to such broker-dealer
   (and, if such broker-dealer purchases Shares as a principal, any
   profits received on the resale of such Shares) may be deemed to be

                                     -4-
<PAGE>

   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.


                                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.

































                                     -5-
<PAGE>


                                   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  . . . . . . . . . . . . . . . . . . .  $1,163.00
             Stock Exchange Listing Fees . . . . . . . . . . .   2,158.00
             Accountants' fees and expenses  . . . . . . . .     5,000.00
             Legal fees and expenses . . . . . . . . . . . .    10,000.00
             Miscellaneous . . . . . . . . . . . . . .           1,679.00
                                                               ----------
                                                               $20,000.00
                  TOTAL  . . . . . . . . . . . . . . . . . . . ==========

   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 for
   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.





                                     -6-
<PAGE>

   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 or Form F-3, 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.



                                     -7-
<PAGE>

             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.








































                                     -8-
<PAGE>


                                 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 23rd day of August, 1995.

                                      NEWELL CO.
                                      (Registrant)


                                      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 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 thereof.

             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                                    August 23, 1995
     --------------------------------           Executive Officer (Principal
              William P. Sovey                  Executive Officer) and Director

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





                                                               -9-
<PAGE>

     <CAPTION>
              Signature                                 Title                                      Date
              ---------                                 -----                                      ----
     <S>                                       <C>                                                <C>
     /s/      Thomas A. Ferguson, Jr.           President and Chief                                 August 23, 1995
     ------------------------------------       Operating Officer and Director
              Thomas A. Ferguson, Jr.

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


     /s/      Daniel C. Ferguson                Chairman of the Board of Directors                 August 23, 1995
     ------------------------------------
              Daniel C. Ferguson 


     /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 Millett        Director                                           August 23, 1995
     ------------------------------------
              Elizabeth Cuthbert Millett


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

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







                                                             -10-
<PAGE>


                              INDEX TO EXHIBITS



   Exhibit
    Index                             Exhibit
   ---------                          -------

     2.1          Agreement and Plan of Reorganization dated as of June
                  5, 1995 by and among Newell Co., Ashland Acquisition
                  Co., and Ashland Products, Inc. 

     2.2          Escrow Agreement dated as of June 9, 1995 by and among
                  Newell Co., Thomas F. Gaffney, James J. Prete, Larry D.
                  Adkisson 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) 
   


                                                     EXHIBIT 2.1


                    AGREEMENT AND PLAN OF REORGANIZATION


        This Agreement and Plan of Reorganization (the "Agreement") is
   made and entered into as of June 5, 1995, by and among NEWELL CO., a
   Delaware corporation ("Newell"), ASHLAND ACQUISITION CO., a Delaware
   corporation ("Acquisition"), and ASHLAND PRODUCTS, INC., a Delaware
   corporation (the "Company").

                                 WITNESSETH:

        WHEREAS, Newell owns all of the outstanding capital stock of
   Acquisition; and

        WHEREAS, Thomas F. Gaffney ("Gaffney"), James J. Prete ("Prete"),
   Larry D. Adkisson ("Adkisson") and GENERAL ELECTRIC CAPITAL
   CORPORATION, a New York corporation ("GECC"), (collectively, the
   "Shareholders") own in the aggregate, 100% of the outstanding shares
   of capital stock of the Company, and have a right to acquire by
   options and a warrant issued by the Company, additional shares of
   capital stock, in the amounts described in Section 2.03 of this
   Agreement;

        WHEREAS, the respective Boards of Directors of Newell,
   Acquisition and the Company have approved the transactions provided
   for by this Agreement, pursuant to which the Company is to be merged
   into Acquisition in accordance with the applicable provisions of the
   Delaware Corporation Law, which merger is intended to qualify as a
   reorganization under Section 368
 of the Internal Revenue Code of 1986,
   as amended (the "Code"); and

        WHEREAS, Newell has agreed (i) to provide the shares required to
   convert, at the Effective Time (as hereinafter defined) of the merger,
   each of the outstanding shares of Common (as defined in Section
   2.03(a) of this Agreement) and Special (as defined in Section 2.03(a)
   of this Agreement) owned by Gaffney (collectively, the "Gaffney
   Stock") into shares of Common Stock, $1.00 par value, of Newell
   ("Newell Common Stock"), and (ii) to provide the cash required to
   purchase, at the Effective Time of the merger, each of the options for
   Common and Special owned by Prete and Adkisson (respectively, the
   "Prete Option" and the "Adkisson Option"), the warrant for Common
   owned by GECC (the "GECC Warrant"), and the Preferred (as defined in
   Section 2.03(a) of this Agreement)  owned by  GECC (the "GECC Stock"),
   subject to the provisions of this Agreement and the Agreement and Plan
   of Merger (the "Plan of Merger") attached hereto as Exhibit A, all
   upon the terms and conditions hereinafter set forth.

        NOW, THEREFORE, in order to consummate the transactions set forth
   above and in consideration of the mutual covenants, agreements,
   representations and warranties herein contained, the parties agree as
   follows:

                                    -12-
<PAGE>

                                  ARTICLE I
                                 THE MERGER


        1.01 THE MERGER.  Subject to the terms and conditions of this
   Agreement and the Plan of Merger, the Company shall be merged with and
   into Acquisition in accordance with the Delaware Corporation Law (the
   "Merger"), the separate corporate existence of the Company shall
   cease, and Acquisition shall be the surviving corporation.

        The Plan of Merger sets forth the terms of the Merger, the mode
   of carrying the same into effect, the manner of converting the Gaffney
   Stock into shares of Newell Common Stock and the manner of purchasing
   for cash the GECC Stock and the Prete Option and Adkisson Option. 
   Newell, Acquisition and GECC have entered into that certain Warrant
   Purchase Agreement, dated as of June 9, 1995 (the "Warrant Purchase
   Agreement"), providing for the purchase of the GECC Warrant.

        Immediately prior to the Merger, the GECC Warrant will be
   purchased by Acquisition for a cash purchase price of Three Million
   Four Hundred Sixty Eight Thousand Dollars ($3,468,000).  In the
   Merger, the Preferred held by GECC will be converted into Five Million
   Dollars ($5,000,000) in cash, the Special held by Gaffney will be
   converted into 65,150 shares of Newell Common Stock and the Common
   held by Gaffney will be converted into 66,411 shares of Newell Common
   Stock.  In the Merger, the options held by Prete for Common will be
   converted into Nine Hundred Twenty Seven Thousand Five Hundred Twenty
   Dollars ($927,520) in cash, the options held by Prete for Special will
   be converted into Eight Hundred Twenty Five Thousand Dollars
   ($825,000) in cash, the options held by Adkisson for Common will be
   converted into Seven Hundred Ninety Nine Thousand Dollars ($799,000)
   in cash and the options held by Adkisson for Special will be converted
   into Six Hundred Thousand Dollars ($600,000) in cash.

        The Merger shall be consummated after the closing provided in
   Section 1.02 hereof when properly executed Articles of Merger are
   filed with the Secretary of State of Delaware in accordance with the
   Delaware Corporation Law and when the Plan of Merger is received by
   the Delaware Secretary of State and filed by the Secretary of State in
   the State of Delaware (the "Effective Time").

        1.02 CLOSING.  The closing of the transactions contemplated by
   this Agreement (the "Closing") and the Plan of Merger shall take place
   at the offices of Dykema Gossett, 1577 N. Woodward Avenue, Suite 300,
   Bloomfield Hills, Michigan 48304, on June 9, 1995, or at such other
   time and place as Newell and the Company shall agree.

                                 ARTICLE II
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Newell and Acquisition
   that:

        2.01 ORGANIZATION AND AUTHORITY.  The Company is duly organized,
   validly existing and in good standing under the laws of Delaware with
   all requisite power and authority to own, lease and operate its

                                    -13-
<PAGE>

   properties and to carry on its business as now being conducted and,
   except for the State of Indiana, is not qualified in any other
   jurisdiction.  Copies of the Certificate of Incorporation and Bylaws
   of the Company that have been heretofore delivered to Newell are
   complete and correct as of the date hereof.

        2.02 SUBSIDIARIES AND AFFILIATES.  There are no corporations,
   partnerships or other entities in which the Company has an equity
   interest.

        2.03 CAPITALIZATION OF THE COMPANY.

        (a)  AUTHORIZED CAPITAL.  The authorized capital stock of the
   Company consists of 10,000 shares of Common Stock, $.01 par value
   ("Common"), 1,000 shares of Special Stock, $.01 par value ("Special"),
   and 5,000 shares of Preferred Stock, Series A, redeemable,
   noncumulative through September 30, 1995 ($105) cumulative dividend
   thereafter, $.01 par value ("Preferred").

        (b)  ISSUED AND OUTSTANDING CAPITAL STOCK.  150 shares of Common
   are issued and outstanding and owned by Gaffney.  400 shares of
   Special are issued and outstanding and owned by Gaffney.  5,000 shares
   of Preferred are issued and outstanding and owned by GE.

        (c)  OPTIONS, WARRANTS AND REDEMPTION AGREEMENTS.  By its terms,
   the GE Warrant is exercisable at any time for a number of shares of
   Common equal to 51% of (i) the number of shares of Common issued and
   outstanding plus (ii) the number of shares of Common subject to
   currently exercisable options and warrants.  At the Closing, the GE
   Warrant will be exercisable for 324.015247752 shares of Common.  79
   shares of Common are subject to issuance to Prete pursuant to that
   certain Nonqualified Common Stock Option Agreement dated June 29,
   1993.  An additional 7.65819567 shares of Common are subject to
   issuance to Prete pursuant to that certain Nonqualified Common Stock
   Option Agreement dated as of February 25, 1995.  79 shares of Common
   are subject to issuance to Adkisson pursuant to that certain
   Nonqualified Common Stock Option Agreement dated August 30, 1993. 
   4.34942322 shares of these 79 shares of Common are subject to
   redemption pursuant to that certain Common Stock Redemption Agreement
   dated as of February 25, 1995.  18.1818183 shares of the 400 shares of
   Special held by Gaffney are subject to redemption pursuant to that
   certain Special Stock Redemption Agreement dated as of February 25,
   1995, by and between the Company and Gaffney.  200 shares of Special
   are subject to issuance to Prete pursuant to that certain Nonqualified
   Special Stock Option Agreement dated as of June 30, 1993.  200 shares
   of Special are subject to issuance to Adkisson pursuant to that
   certain Nonqualified Special Stock Option Agreement dated as of August
   30, 1993.  54.5454546 shares of these 200 shares of Special issuable
   to Adkisson are subject to redemption pursuant to that certain Special
   Stock Redemption Agreement dated as of February 25, 1995.

        (d)  CAPITAL STRUCTURE AS OF THE CLOSING.  Assuming that all
   options, warrants and rights to redeem are fully exercised as of the
   Closing, the capital stock of the Company as of the Closing will be as
   set forth below.


                                    -14-
<PAGE>

     GAFFNEY            GECC            PRETE         ADKISSON
     -------            ----            -----         --------

    150 Shares      324.01524775      86.65819567    74.65057178
    Common          Shares Common     Shares Common  Shares Common
    (23.61%)        (51%)             (13.64%)       (11.75%)

    381.8181817     0 Shares          200 Shares     145.4545454
    Shares Special  Special           Special        Shares Special
    (52.50%)                          (27.50%)       (20%)

    0 Shares        5,000 Shares      0 Shares       0 Shares
    Preferred       Preferred         Preferred      Preferred
                    (100%)

        (e)  GENERAL.  All shares of Gaffney Stock and GE Stock have been
   issued pursuant to and in accordance with valid exemptions from
   registration under the Securities Act of 1933, as amended, and
   applicable state securities laws, and rules and regulations under such
   laws.  There are no pre-emptive rights to acquire any capital stock of
   the Company.  Other than as described in this Section 2.03, there are
   no other shares of capital stock or other equity securities (or debt
   securities with any voting rights or convertible into securities with
   any voting rights) of the Company outstanding and no other outstanding
   options, warrants, scrip, rights to subscribe to, calls or commitments
   of any character whatsoever relating to, or securities or rights
   convertible into, shares of capital stock of the Company.

        2.04 AUTHORIZATION.  The Company has full power and authority to
   enter into this Agreement and the Plan of Merger and to carry out its
   obligations hereunder and thereunder.  The execution and delivery of
   this Agreement and the Plan of Merger and the consummation of the
   transactions contemplated hereby and thereby have been duly authorized
   by the Company's Board of Directors and shareholders, and no other
   corporate proceedings on the part of the Company are necessary to
   authorize this Agreement, the Plan of Merger and the transactions
   contemplated hereby and thereby.  This Agreement and the Plan of
   Merger have been duly executed and delivered by the Company.  This
   Agreement is, and subject to approval by the Shareholders of the
   Company, the Plan of Merger will be, legal, valid and binding
   obligations of the Company enforceable against the Company in
   accordance with their respective terms.  This Agreement has been duly
   executed and delivered by the Company and is the legal, valid and
   binding obligation of the Company enforceable against the Company in
   accordance with its terms, except as enforcement may be limited by
   bankruptcy, insolvency or similar laws affecting the enforcement of
   creditors rights generally and by principles of equity.  Except as set
   forth on Schedule 2.04, neither the execution and delivery of this
   Agreement nor the Plan of Merger by the Company, nor the consummation
   of the transactions contemplated hereby and thereby, nor compliance
   with the Company with any of the provisions hereof or thereof will (i)
   violate, conflict with or result in a breach of any provisions of, or
   constitute a default (or an event which, with notice or lapse of time
   or both, would constitute a default) under, or result in the
   termination of, or accelerate the performance required by, or result
   in a right of termination or acceleration, or result in the creation

                                    -15-
<PAGE>

   of any lien, security interest, charge or encumbrance upon any of the
   material properties or assets of the Company, under any of the terms,
   conditions or provisions of (x) its charter or Bylaws, or (y) any
   note, bond, mortgage, indenture, deed of trust, license, lease,
   agreement or other instrument or obligation to which the Company is a
   party, or by which any property or assets of the Company may be
   subject, other than any violation, conflict, default, breach,
   termination or acceleration which would not have a serious detrimental
   effect on the ability of the Company to consummate this Agreement or
   on the ongoing business or future prospects of the Company (a
   "Material Adverse Effect"), or (ii) violate any judgment, ruling,
   order, writ, injunction, decree, statute, rule or regulation
   application to the Company or any of its properties or assets.  No
   notice or report to, filing with, or authorization, consent or
   approval of, any public body or authority is necessary for the
   execution, delivery and performance by the Company of this Agreement
   or the Plan of Merger.

        2.05 FINANCIAL STATEMENTS.  The (i) audited balance sheets as of
   December 31, 1994, and the unaudited balance sheets as of April 30,
   1995 (the unaudited balance sheet as of April 30, 1995, being referred
   to herein as the "Company Balance Sheet"), and (ii) the audited
   statements of income, stockholders equity and cash flow for the fiscal
   years ended December 31, 1993 and 1994, and unaudited statements for
   the period ending April 30, 1995 that have heretofore been delivered
   to newell fairly present the financial condition and results of
   operations of the Company as at the respective dates and all such
   financial statements have been prepared in accordance with generally
   accepted accounting principles consistently applied throughout the
   periods involved except that the interim financial statements do not
   include full financial footnotes and are subject to customary year-end
   and audit adjustments.

        2.06 INVENTORY.  All inventory reflected on the Company Balance
   Sheet or thereafter acquired was acquired or manufactured in the
   ordinary course of business, and is usable or saleable in the ordinary
   course of business except for inventory items which are obsolete or
   not usable or saleable in the ordinary course of business which have
   been written down or for which adequate reserves or allowances have
   been provided as shown in the Company Balance Sheet.

        2.07 RECEIVABLES.  All of the accounts reflected in the Company
   Balance Sheet have arisen from bonafide transactions by the Company in
   the ordinary course of business and no portion of any such account
   receivable is currently subject to counterclaim or set off or is in
   dispute, except in the ordinary course of business.  The accounts
   receivable are good and collectible in the ordinary course of business
   at the net aggregate recorded amounts thereof after giving effect to
   the reserves as set forth in the Company Balance Sheet.  All payments
   received by Acquisition with respect to any customers or third parties
   where the debt or other obligation is reflected in the Company's
   accounts receivable on the Closing Date (the "Accounts") shall be
   applied to such Account until such Account is paid in full.




                                    -16-
<PAGE>

        2.08 ABSENCE OF CERTAIN CHANGES.

        (a)  Except as set forth on Schedule 2.08, since May 1, 1995, the
   Company has conducted its business only in the ordinary and usual
   course and has not experienced any changes in its condition (financial
   or otherwise), assets, liabilities, business or operations which
   individually or in the aggregate had a Material Adverse Effect. 
   Without limiting the generality of the foregoing sentence, since May
   1, 1995, the Company has not:

             (i)  paid, discharged or satisfied any liability or
        obligation (whether accrued, absolute, contingent or otherwise)
        in excess of $10,000 other than the payment, discharge or
        satisfaction in the ordinary and usual course of business, of
        liabilities or obligations shown or reflected on the Company
        Balance Sheet or incurred any liability or obligation in excess
        of $10,000 except in the ordinary course of business since the
        date of the Company Balance Sheet;

             (ii) except for mortgages, pledges, liens, security
        interests, encumbrances, restrictions or charges in existence on
        April 30, 1995, or in the ordinary and usual course of business,
        permitted or allowed any assets (whether real, personal or mixed,
        tangible or intangible) to be subjected to any mortgage, pledge,
        lien, security interest, encumbrance, restriction or charge of
        any kind, or sold, transferred or otherwise disposed of any of
        its notes or accounts receivable;

             (iii)     written off as uncollectible any notes or accounts
        receivable or written down the value of any inventory other than
        in the ordinary and usual course of business;

             (iv) cancelled or waived any claims or rights or sold,
        transferred, distributed or otherwise disposed of any assets,
        except assets in the ordinary and usual course of business;

             (v)  disposed of or permitted to lapse any rights in, to or
        for the use of any patent, trademark, trade name or copyright;

             (vi) granted any increase in the base compensation or other
        payment to any director, officer or employee, whether now or
        hereafter payable or granted (other than increases in
        compensation in the ordinary course consistent in timing and
        amount with past practice) or granted any severance or
        termination pay (other than for severance pay in amounts
        consistent with the Company's established severance pay
        practices), or entered into or varied the terms of any employment
        agreement with any such person;

             (vii)     made any capital expenditure or commitment in
        excess of the capital budget attached to and made a part of
        Schedule 2.08 for additions to property, plant or equipment, or
        leased or agreed to lease any assets which, if purchased, would
        be reflected in the property, plan or equipment accounts;



                                    -17-
<PAGE>

             (viii)    made any material change in any method of
        accounting or keeping its books of account or accounting
        practices;

             (ix) paid any amounts which individually exceeded $10,000
        to, or sold or otherwise disposed of any assets valued
        individually in excess of $10,000 to, acquired any assets from,
        or entered into any agreement or arrangement with, any Affiliated
        Person (other than payments of compensation to employees for
        wages in the ordinary course).  For purposes of this Agreement,
        "Affiliated Person" means any present director, officer,
        shareholder or employee of the Company and any member of such
        person's family and any entity in which such person or any member
        of such person's family has an interest or which is controlled,
        directly or indirectly, by such person or any member of such
        person's family;

             (x)  incurred any obligation or liability, including,
        without limitation, any liability for nonperformance or
        termination of any contract, except liabilities incurred in the
        ordinary and usual course of the business, none of which will
        adversely effect or has adversely affected the business or the
        Company's financial condition;

             (xi) authorized for issuance, issued, delivered or sold any
        debt or equity securities, or altered the terms of any
        outstanding securities issued by it or in any way increased its
        indebtedness for borrowed money; or

             (xii)     declared, paid or set aside for payment any
        dividend or other distribution (whether in cash, stock or
        property or otherwise) in respect of Gaffney Stock or GECC Stock,
        or redeemed, purchased or otherwise acquired any Company Common,
        Special or Preferred, any securities convertible into or
        exchangeable for any Company Common, Special or Preferred or any
        options, warrants or other rights to purchase or subscribe to any
        of the foregoing (and no dividends are or will be owed on Gaffney
        Stock or GECC Stock).

        2.09 LITIGATION AND OTHER PROCEEDINGS.  Except as set forth on
   Schedule 2.09, neither the Company nor any Shareholder is currently a
   party to any pending or to the knowledge of the Company, threatened
   claim, action, suit, investigation or proceeding, or subject to any
   order, judgment or decree relating to or affecting the Company or,
   with respect to the Shareholders, relating to or affecting their
   shares of Company Common, Special or Preferred or their positions with
   the Company.

        2.10 COMPLIANCE WITH LAWS.  Except as described in Schedule 2.10,
   the Company is not in violation of any statute or other rule or
   regulation of any governmental body, the violation of which is likely
   to have a material adverse effect upon the business, operations,
   properties, financial conditions or earnings of the Company.  Schedule
   2.10 lists all licenses, registrations and permits, and applications,
   with respect to the business and operations of the Company.  The
   Company currently has all material governmental approvals, consents,

                                    -18-
<PAGE>

   licenses, registrations and permits necessary to carry on its business
   as presently conducted.  The Company has not received notice of
   violation of any laws or notice of any proposed regulations or changes
   in the requirement of such approvals, consents, licenses,
   registrations or permits.

        2.11 TAX RETURNS AND AUDITS.  The Company has filed with the
   appropriate governmental agencies all tax returns required to be filed
   by it and has paid, or made provision for the payment of, all taxes of
   every type and description which have or may become due, and such
   returns accurately reflect the Company's obligations to pay taxes for
   the periods covered therein under the applicable tax laws.  The
   accruals and reserves for taxes reflected in the Company's Balance
   Sheet are adequate to pay in full all taxes that have accrued for any
   period which are not yet due and payable.  No examination relating to
   any tax returns is currently in progress of which the Company has
   received notice, and no waivers of statutes of limitation have been
   given or requested.  The federal income tax liabilities of the Company
   have never been audited by the IRS.

        2.12 TITLE TO PROPERTIES; MOLDS.

        (a)  Schedule 2.12(a) sets forth: (i) a true and complete list of
   all real property leases of the Company and all personal property
   leases to which the Company is a party as lessee as of the date hereof
   involving an annual lease payment of more than $10,000, including an
   identification of the parties, the property, the term of the lease and
   the rent or lease payments thereunder; and (ii) a true and complete
   list of all real property owned by the Company as of the date hereof
   (the "Real Property"), including an identification of the property,
   the record owner and the principal structures on it.

        (b)  Except as set forth in Schedule 2.12(b), the Company has
   good and marketable title to all of its properties and assets, real,
   personal and mixed, including intangibles, free and clear of all
   mortgages, liens, pledges, charges or encumbrances of any nature
   whatsoever, and has taken all steps necessary or otherwise required to
   perfect and protect its rights in and to its properties and assets,
   including intangibles.  All properties and assets owned and currently
   used by the Company in the Company's business are in good condition
   and state of repair that permits the Company to operate its business
   in a manner consistent with past operations and are not in violation
   of any applicable laws, including, without limitation, building and
   zoning laws, and no actual notice of any violation of building or
   other laws, statues, ordinances or regulations relating to such
   business, property or assets has been received.  All of the Company's
   assets are at the locations listed in Schedule 2.12(b).

        (c)  All molds owned by the Company for products currently in the
   Company's current product offering are in good operating condition,
   subject to ordinary wear and tear.  All molds are at the locations
   listed in Schedule 2.12(c).

        2.13 CONTRACTS AND COMMITMENTS.  Except for agreements as
   described in Schedule 2.13, the Company has no written or oral
   contracts, commitments or other agreements or arrangements, including

                                    -19-
<PAGE>

   any notes, loans agreements, guarantees or other evidences of
   indebtedness of the Company, involving an aggregate consideration with
   a value in excess of $50,000, or any contracts, commitments or other
   agreements or arrangements with any Affiliated Person.

        All of such contracts, commitments or other agreements or
   arrangements to which the Company is a party or by which any of its
   assets or properties are bound or affected are in full force and
   effect and to the best knowledge of the Company and the Shareholders
   no event or condition has occurred or exists or is alleged by any of
   the other parties thereto to have occurred or exist, which constitutes
   or with lapse of time or giving of notice might constitute a default
   or basis for acceleration under any such contract, commitment,
   arrangement or other agreement.  The Company has not given any
   revocable or irrevocable power of attorney to any person, firm or
   corporation for any purpose whatsoever.

        2.14 EMPLOYEE RELATIONS.  The Company is not a party to any
   collective bargaining agreement covering or relating to any of its
   employees and has not recognized, is not required to recognize and
   during the past five years has not received a demand for recognition
   by any collective bargaining representative or experienced any strikes
   or work stoppages or slowdowns.  To the best knowledge of the officers
   of the Company, the Company is in compliance with all applicable laws,
   rules or regulations relating to employment or employment practices,
   including those relating to wages, hours, collective bargaining and
   the withholding and payment of taxes and contributions, and the
   Company is in compliance with the Occupational Safety and Health Act
   and applicable Federal Civil Rights laws.  The officers of the Company
   have no actual knowledge of any controversies pending or threatened
   between the Company and any of its employees.

        2.15 EMPLOYEE BENEFIT PLANS.

        (a)  DEFINITIONS.  For purposes of this Section 2.15:

             (i)  ARRANGEMENTS.  The term "Arrangements" means any
        personnel policy (including, but not limited to, vacation time,
        holiday pay, bonus programs, moving expense reimbursement
        programs and sick leave), salary reduction agreements,
        change-in-control agreements, employment agreements, consulting
        agreements or any other benefit, program, agreement or contract,
        whether or not written, (1) which currently or since April 1,
        1992, is being or has been maintained for employees of the
        Company, or (2) to which the Company makes or is required to make
        or since April 1, 1992, made or was required to make,
        contributions.

             (ii) PLAN.  The term "Plan" includes each employee benefit
        plan, as defined in Section 3(3) of the Employee Retirement
        Income Security Act ("ERISA") (other than a Multiemployer Plan
        and including terminated Plans) (1) which currently or since
        April 1, 1992, is being or has been maintained for employees of
        the Company or of any Control Group member, or (2) to which the
        Company or any Control Group member makes or is required to make,


                                    -20-
<PAGE>

        or since April 1, 1992, made or was required to make,
        contributions.

             (iii)     MULTIEMPLOYER PLAN.  The term "Multiemployer Plan"
        means any employee benefit plan that is a "multiemployer plan"
        within the meaning of Section 3(37) of ERISA and to which the
        Company or any Control Group member has or has ever had any
        obligation to contribute.

        (b)  PLANS LISTED.  All Arrangements, Plans and Multiemployer
   Plans are set forth on Schedule 2.15.

        (c)  OPERATIONS OF PLANS.

             (i)  Each Arrangement and each Plan has been administered in
        all material respects in compliance with its terms and with all
        filing, reporting, disclosure and other requirements of all
        applicable statues (including, but not limited to, ERISA, the
        Code and the Consolidated Omnibus Budget Reconciliation Act of
        1986), regulations and interpretations thereunder.

             (ii) All oral or written communications with respect to each
        Arrangement and each Plan currently and in the past reflect and
        have reflected in all material respects the documents and
        operations of the Arrangement or Plan and no person has or had
        any liability by reason of any such communication or any failure
        to communicate with respect to any Arrangement or Plan.

             (iii)     Neither the Company nor any employees or
        directors, nor any fiduciary, has engaged in any transaction,
        including the execution and delivery of this Agreement and other
        agreements, instruments and documents for which execution and
        delivery by the Company is contemplated herein, in violation of
        Section 406(a) or (b) of ERISA or which is a "prohibited
        transaction" (as defined in Section 4975(c)(1) of the Code) for
        which no exemption exists under Section 408(b) of ERISA or
        Section 4975(d) of the Code or for which no administrative
        exemption has been granted under Section 408(a) of ERISA.

             (iv) Each Qualified Plan (together with its related funding
        instrument) is qualified and tax exempt under Section 401 and 501
        of the Code and is the subject of a favorable Internal Revenue
        Service determination with respect to such qualification and
        exemption.

             (v)  No matter is pending relating to any Arrangement or
        Plan before any court or governmental agency.

             (vi) Every fiduciary and official of each Plan is bonded to
        the extent required by Section 412 of ERISA, and no civil or
        criminal action with respect to any Arrangement or Plan, pursuant
        to any federal or state law, has been brought, is pending or is
        threatened, against the Company, any subsidiary or affiliate
        thereof, any officer, director or employee thereof or any
        fiduciary of any Plan.


                                    -21-
<PAGE>

             (vii)     No Plan fiduciary or any other person has, or has
        had, any liability to any participant or beneficiary under any
        Plan or Arrangement or to any other person under any provisions
        of ERISA or any other applicable law by reason of any action or
        failure to act in connection with any Plan or Arrangement,
        including, but not limited to, any liability by any reason of any
        payment of, or failure to pay, benefits or any other amounts or
        by reason of any credit or failure to give credit for any
        benefits or rights, except for benefits payable in the normal
        operation of the Plan or Arrangement.

             (viii)    Except as set forth on Schedule 2.15(c), there are
        no Plans or Arrangements to which the Company is a party or by
        which it is bound and under which, as a result of this Agreement
        or any other particular transaction, any director, officer,
        employee or other agent of the Company shall or may acquire
        rights with respect to any Plan or Arrangement (including,
        without limitation, the creation, increase or extension of new or
        existing rights), become entitled to a distribution or payment
        with respect to any Plan or Arrangement at a date earlier than if
        this Agreement had not been signed or such other transaction had
        not occurred, or otherwise receive or become vested in rights or
        benefits with respect to any Plan or Arrangement.

        (d)  PLAN DOCUMENTS AND RECORDS.

             (i)  Complete and correct copies of all current and prior
        documents as in effect after January 1, 1990, including all
        amendments thereto, with respect to each Arrangement and Plan,
        have been heretofore delivered to Newell.  These documents
        include, but are not limited to, the following: Plan and
        Arrangement documents, trust agreements, insurance contracts,
        annuity contracts, summary plan descriptions, filings with
        governmental agencies, investment manager and investment adviser
        contracts, actuarial reports, audit reports, financial
        statements, premium reports to PBGC (Form PBGC1), Internal
        Revenue Service determination letters, Internal Revenue Service
        recognitions of exemption, annual reports (Form 5500) for the
        most recent three plan years ending prior to the date hereof and
        any other general explanation or communication distributed or
        otherwise provided to participants in such Arrangement or Plan
        which describes all or any relevant aspect of each Arrangement or
        Plan.

             (ii) At the Effective Time, the participant or beneficiary
        records with respect to each Arrangement and Plan shall be in the
        custody of the persons listed on Schedule 2.15(d).  All such
        records accurately set forth, in all material respects, the
        history of each participant and beneficiary in connection with
        each Arrangement and Plan and accurately state, in all material
        respects, the benefits earned and owed to each such person as of
        the date hereof.





                                    -22-
<PAGE>

        (e)  FINANCES.

             (i)  The Company does not currently maintain nor has ever
        maintained a Title IV Plan.

             (ii) All contributions payable to each Qualified Plan for
        all benefits earned and other liabilities accrued through
        December 31, 1992, determined in accordance with the terms and
        conditions of such Qualified Plan, ERISA and the Code, have been
        paid or otherwise provided for, and, to the extent unpaid, are
        reflected in the Company Balance Sheet.

             (iii)     Set forth on Schedule 2.15(e) is (1) the amount of
        the liability for minimum contributions for the last three plan
        years to any Qualified Plan, (2) the approximate amount of the
        minimum contribution to any Qualified Plan for the plan year
        during which the Closing Date is to occur, and (3) the annual
        cost of providing coverage under any Plan that is a welfare plan
        as defined in Section 3(1) of ERISA to all former employees of
        the Company and all dependents of a former employee.

        (f)  MULTIEMPLOYER PLANS.  The Company has no Multiemployer
   Plans.  Pursuant to the Agreement between Ashland Products, Inc. and
   Plastic Workers' Union Local No. 18 AFL-CIO, the Company was formerly
   obligated to contribute to the Midwest Pension Plan and the Central
   States Joint Board, Health and Welfare Trust Fund.

        2.16 INTELLECTUAL PROPERTY.  Schedule 2.16 sets forth a current
   and complete list of all letters, patent, patent application, trade
   names, trademarks, service marks, trademark registrations and
   applications, copyrights and copyright registrations and applications,
   and all other rights with respect to intellectual property, both
   domestic and foreign, presently owned, possessed, used or held by the
   Company (the "Intellectual Property"), and the Company owns the entire
   right, title and interest in and to the same, except as set forth in
   Schedule 2.16.  Schedule 2.16 also sets forth a correct and complete
   list of all licenses granted to the Company by others and to others by
   the Company.  Neither the conduct of the Company's business nor any of
   the products it sells or services it provides infringes upon the
   rights of any other person and the conduct of any other person's
   business or any of the products it sells of services it provides does
   not infringe upon any of the Company's rights.  The Company has no
   liability for and has not given any indemnification for patent,
   trademark or copyright infringement as to any products manufactured,
   used or sold by it or with respect to services rendered by it.

        2.17 CONFLICTING INTERESTS.  Except as set forth on Schedule
   2.17, the Shareholders have no direct or indirect interest in any
   competitor, customer, supplier or other person, firm or corporation
   which has had any business relationship or material transaction with
   the Company during the last three years or which is a party to, or has
   property which is the subject of, any business arrangement with the
   Company.




                                    -23-
<PAGE>

        2.18 ENVIRONMENTAL MATTERS.

        (a)  DEFINED TERMS.  For purposes of this Agreement, the
   following terms shall have the following meanings:

        (1)  "Regulated Materials" shall mean those materials or
             substances defined as "hazardous substances," "hazardous
             materials," "hazardous waste," "toxic substances," "toxic
             pollutants," "petroleum products" or similar designations
             under the Comprehensive Environmental Response, Compensation
             and Liability Act of 1980, as amended, 42 U.S.C. Sections
             9601, et seq. ("CERCLA"), the Resource Conservation and
             Recovery Act, as amended, 42 U.S.C. Section 6901, et seq.
             ("RCRA"), and the Hazardous Materials Transportation Act, 49
             U.S.C. Section 1801, et seq. or regulations promulgated
             pursuant thereto.

        (2)  "Governmental Agency" means any federal, state, local or
             foreign government, political subdivision, court, agency or
             other entity, body, organization or group exercising any
             executive, legislative, judicial, quasi-judicial, regulatory
             or administrative function of government with authority or
             jurisdiction of the business of the Company, the assets and
             properties owned or leased by the Company, or the operation
             conduct or occupancy thereof.

        (3)  "Environmental Laws" shall mean any requirement of federal,
             state, or local law, civil or criminal, or regulation,
             relating to air quality, surface water quality, ground water
             quality, soil, solid waste management, hazardous or toxic
             substances, or the protection of human health or the
             environment, set forth in or promulgated pursuant to the
             Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. Sect.
             1251 et seq., its regulations and equivalent or similar
             state statute and regulations; the Resource Conservation and
             Recovery Act ("RCRA"), 42 U.S.C. Sect. 6901 et seq., its
             regulations and equivalent or similar state statute and
             regulations; the Comprehensive Environmental Response,
             Compensation, and Liability Act ("CERCLA"), 42 U.S.C. Sect. 9601
             et seq., its regulations and equivalent or similar state
             statute and regulations; and the Hazardous Material
             Transportation Act ("HMTA"), 49 U.S.C. Ap. Sect. 1471, its
             regulations and equivalent or similar state statute and
             regulations.

        (4)  "Hazardous Waste" shall have the meaning set forth in RCRA
             Section 1004(5).

        (5)  "Hazardous Substance" shall have the meaning set forth in
             CERCLA Section 101(14).

        (b)  Except as set forth in Schedule 2.18, the Company has
   complied with applicable Environmental Laws and any valid undisputed
   orders and directives of any Governmental Agency.



                                    -24-
<PAGE>

        (c)  Except as set forth in Schedule 2.18, the Company has not
   been charged with, nor has the Company received any written notice of,
   and no officer of the Company has received any oral notice, that the
   Company is under investigation for the failure to comply with any
   Environmental Laws or any orders and directives of any Governmental
   Agency with respect to the use, generation, storage, transportation,
   handling, abandoning, dumping, releasing, leaching, escaping, burying,
   disposing, discharging or emitting of any Regulated Materials
   pertaining to the business of the Company, the assets and properties
   owned or leased by the Company, or the operation, conduct or occupancy
   thereof.

        (d)  Except as set forth in Schedule 2.18, the Company has not
   received from any Governmental Agency or private party any (i)
   complaint or notice asserting potential liability, (ii) since April 1,
   1992, requests for information, or (iii) request to investigate or
   clean up any site under the FWPCA, CERCLA, or under any state law
   comparable thereto.

        (e)  Each transporter and disposal facility that has transported
   or disposed of any Hazardous Waste on behalf of the Company, if any,
   is listed in Schedule 2.18.  All manifests in the possession of the
   Company have been made available to Newell prior to the Closing and
   are included in Schedule 2.18.

        (f)  Except as set forth in Schedule 2.18, there has not been a
   release of a reportable quantity a Hazardous Substance at or from any
   Company facility.

        (g)  There are no underground storage tanks, as defined by RCRA
   and applicable state law, located on any real property now owned or
   leased by the Company, and the Company is not a transfer, storage or
   disposal (TSD) facility requiring a Part B RCRA permit.

        (h)  The Company has made available to Newell all known written
   reports issued to Governmental Agencies by or on behalf of the
   Company, or by any of its representatives or consultants, with respect
   to environmental matters.  All environmental audits, assessments and
   studies within the possession of the Company regarding real property
   now owned or leased by the Company are identified in Schedule 2.18.

        (i)  Each of the representations and warranties contained in this
   Section 2.18 shall be in addition to, and not in lieu of, any other
   representation or warranty contained in this Agreement.

        2.19 ABSENCE OF UNDISCLOSED LIABILITIES.  For the purposes of
   this Section 2.19, "material" shall mean having a value of $25,000
   individually or $100,000 in the aggregate.  The Company does not have
   any material liabilities or obligations due or to become due, whether
   absolute, accrued, contingent or otherwise, and there are no material
   claims or causes of action that may be asserted against the Company
   which arise with respect to or relate to any period or periods on or
   prior to the date hereof, except (a) as, and to the extent, set forth
   or specifically reserved against on the Company Balance Sheet; (b) for
   liabilities incurred since April 30, 1995 in the ordinary course of
   business consistent with past practice (including without limitation,

                                    -25-
<PAGE>

   for chargebacks, returns and similar matters pursuant to the Company's
   ordinary course arrangements and practices with respect to such matter
   as reflected in Schedule 2.19); and (c) for any other matters
   disclosed in or pursuant to this Agreement (including its disclosure
   schedules).

        2.20 INSURANCE.  The Company has in full force and effect the
   policies of insurance listed in the amounts described in Schedule 2.20
   hereto, and all premiums due thereon have been paid.  The Company does
   not have any interest in any other insurance policy.  Schedule 2.20
   accurately reflects the insurance claims experience of the Company for
   the past three years.

        2.21 CUSTOMERS AND SUPPLIERS.  Schedule 2.21 contains a list of
   the Company's 20 largest customers and 10 largest suppliers (measured
   by dollar volume of purchases and sales, as applicable) during each of
   the last three fiscal years and the percentage or dollar volume of the
   Company's business which each such customer or supplier represented. 
   Except as described in Schedule 2.21 the Company is not presently
   engaged in any disputes with customers or suppliers.  To the best
   knowledge of the officers of the Company, no customer or supplier is
   considering, termination or non-renewal of its arrangements with the
   Company which would in the aggregate have a material adverse effect on
   the Company.  At no time during the two years prior to the date hereof
   have the sales, manufacturing or other business operations of the
   Company been materially affected by shortages or availability of
   products or raw materials necessary to sell or manufacture the
   products presently sold by the Company.

        2.22 PRODUCT QUALITY.  The Company has heretofore delivered to
   Newell true and complete copies of any standard written warranties,
   extended by the Company with respect to its products.  No claims have
   been made against the Company for (a) credit or refunds with respect
   to products returned or returnable by customers, except in the normal
   course of business, or (b) personal injury arising out of events
   occurring on or prior to the date hereof based upon defective
   products, any violation of express or implied product warranties, or
   similar claims with respect to products delivered by the Company to
   customers or distributors on or prior to the date hereof.

        2.23 BROKERS AND FINDERS.  Other than as described on Schedule
   2.23, neither the Company nor the Shareholders has employed any broker
   or finder or incurred any liability for any brokerage fees,
   commissions or finders' fees, and no broker or finder has acted
   directly or indirectly for the Company or the Shareholders in
   connection with this Agreement, the Plan of Merger or the transactions
   contemplated hereby and thereby.

        2.24 DISCLOSURE.  No representation, warranty or other statement
   by the Company or the Shareholders herein or in the schedules hereto,
   or in any other document entered into in connection with this
   Agreement, contains or will contain an untrue statement of material
   fact, or omits or will omit to state a material fact necessary to make
   the statements contained herein or therein not misleading.



                                    -26-
<PAGE>

                                 ARTICLE III
          Representations and Warranties of Newell and Acquisition

        Newell and Acquisition jointly and severally represent and
   warrant to the Company that:

        3.01 ORGANIZATION AND AUTHORITY.  Each of Newell and Acquisition
   is duly organized, validly existing and in good standing under the
   laws of Delaware, with power to own its property and to carry on its
   business as now being conducted, and each is qualified in each other
   jurisdiction in which qualification is required for it to hold the
   property or conduct the business it holds or conducts therein, except
   to the extent that all failures of both such entities so to qualify in
   the aggregate would not have a Material Adverse Effect on the
   financial condition, business or operations of Newell and its
   subsidiaries taken as a whole.

        3.02 CAPITALIZATION.  The authorized capital stock of Newell
   consists of (a) 400,000,000 shares of Newell Common Stock, $1.00 par
   value, of which 157,909,000 shares are issued and outstanding, and (b)
   10,000,000 shares of Preferred Stock consisting of (i) 10,000 shares
   without par value, of which no shares are issued and are outstanding
   and (ii) 9,990,000 shares of Preferred Stock, $1.00 par value, of
   which no shares are issued or outstanding.  The authorized
   capitalization of Acquisition consists of 1,000 shares of Common
   Stock, par value $1.00 per share, of which all 1,000 shares are issued
   and outstanding and owned directly by Newell.

        3.03 AUTHORIZATION.  Newell and Acquisition have full power and
   authority to enter into this Agreement and the Plan of merger and to
   carry out their obligations hereunder and thereunder.  The
   transactions contemplated hereby and thereby have been duly authorized
   by their respective Boards of Directors and by Newell as the sole
   shareholder of Acquisition, and no other corporate proceedings on the
   part of Newell or Acquisition are necessary to authorize this
   Agreement, the Plan of merger and the transactions contemplated hereby
   and thereby.  This Agreement and the Plan of Merger are valid and
   binding obligations of Newell and Acquisition enforceable against
   Newell and Acquisition in accordance with their terms, except as
   enforcement may be limited by bankruptcy, insolvency or similar laws
   affecting the enforcement of creditors rights generally and by
   principles of equity.  Neither the execution and delivery of this
   Agreement nor the Plan of Merger by Newell and Acquisition, nor the
   consummation of the transactions contemplated hereby and thereby, nor
   compliance by Newell and Acquisition with any of the provisions hereof
   or thereof will (i) violate, conflict with, or result in a breach of
   any provisions of, or constitute a default (or an event which, with
   notice or lapse of time or both, would constitute a default) under, or
   result in the termination of, or accelerate the performance required
   by, or result in a right of termination or acceleration, or result in
   the creation of any lien, security interest, charge or encumbrance
   upon any of the properties or assets of Newell, under any of the
   terms, conditions or provisions of (x) the charter or by-laws of
   Newell or Acquisition or (y) any note, bond, mortgage, indenture, deed
   of trust, license, lease, agreement or other instrument or obligation
   to which Newell or Acquisition is a party, or by which either of them

                                    -27-
<PAGE>

   is, or any of their properties or assets may be subject, or (ii)
   violate any judgment, ruling, order, writ, injunction, decree,
   statute, rule or regulation applicable to Newell or any of its
   properties or assets.  Other than in connection with or in compliance
   with the provisions of the Corporation Law of the State of Delaware,
   the Securities Act, the securities laws of the various states, no
   notice to, filing with, or authorization, consent or approval of, any
   public body or authority is necessary for the consummation by Newell
   or Acquisition of the transactions contemplated by this Agreement and
   the Plan of Merger.

        3.04 BROKERS AND FINDERS.  Except as described in Schedule 3.04,
   neither Newell nor any of its subsidiaries, nor any of their officers,
   directors or employees has employed any broker or finder or incurred
   any liability for any financial advisory fees, brokerage fees,
   commission or finders' fees, and no broker or finder has acted
   directly or indirectly for Newell or any of its subsidiaries in
   connection with this Agreement or the Plan of Merger or the
   transactions contemplated hereby and thereby.

        3.05 DISCLOSURE.  Newell has not made any material
   misrepresentation to Ashland or Gaffney relating to this Agreement or
   the Newell Common Stock and Newell has not omitted to state to Ashland
   or Gaffney any material fact relating to this Agreement or the Newell
   Common Stock which is necessary in order to make the information given
   by or on behalf of Newell to Ashland or Gaffney at or prior to Closing
   (including Newell's reports under the Securities Exchange Act of 1934,
   as amended (the "Exchange Act"), all of which reports required to be
   filed by Sections 13 and 15(d) of the Exchange Act during the
   preceding 12 months have been filed on a timely basis) not misleading
   or which if disclosed would reasonably affect the decision of a person
   considering an acquisition of the Newell Common Stock.

        3.06 CURRENT PLANS AND INTENTIONS.  It is the current plan and
   intention of Newell that:

             (i)  Newell will not reacquire any of the Newell Common
        Stock issued in the Merger, to liquidate Acquisition with or into
        any other corporation, sell or otherwise dispose of Acquisition's
        stock (except for transfers of stock to corporations controlled
        by Newell), or cause Acquisition to sell or otherwise dispose of
        any of its assets or any of the assets acquired from the Company
        (except for sales and dispositions made in the ordinary course of
        business or sales or transfers of assets as permitted by Section
        368(a)(2)(C) of the Code).  Newell intends that Acquisition,
        after the consummation of the Merger, continue the business of
        the Company.  Newell does not directly or indirectly own, nor has
        it directly or indirectly owned during the past five years, any
        shares of stock of the Company;

             (ii) Acquisition will acquire at least 90% of the fair
        market value of the Company's net assets and at least 70% of the
        fair market value of the Company's gross assets held by Company
        immediately prior to the Merger.  For purposes of this
        representation, amounts paid by the Company to its shareholders
        who receive cash or other property, Company assets used to pay

                                    -28-
<PAGE>

        its reorganization expenses, and all redemptions and
        distributions (except for regular, normal dividends) made by the
        Company immediately preceding the Merger will be included as
        assets of the Company held immediately prior to the Merger;

             (iii)     Immediately prior to the Merger, Newell will be in
        control of Acquisition within the meaning of Section 368(c) of
        the Code;

             (iv) Newell will not cause Acquisition the Company to issue
        additional shares of Acquisition's stock that would result in
        Newell losing control of Acquisition within the meaning of
        Section 368(c) of the Code;

             (v)  Immediately following the Merger, Acquisition will
        continue historic business of the Company or use a significant
        portion of the Company's historic business assets in a business
        within the meaning of Treas. Reg. Sect. 1.368-1(d);

             (vi) Newell and Acquisition will pay their respective
        expenses, if any, incurred in connection with the transaction;

             (vii)     The payment of cash in lieu of fractional shares
        of Newell Common Stock is solely for the purpose of avoiding the
        expense and inconvenience to Newell of issuing fractional shares
        and does not represent separately bargained-for consideration. 
        The total cash consideration that will be paid in the Merger to
        Gaffney instead of issuing fractional shares of Newell Common
        Stock will not exceed one percent of the total consideration that
        will be issued in the Merger to Gaffney in exchange for the
        Gaffney Stock;

             (viii)    None of the compensation received by any
        shareholder-employees of the Company will be separate
        consideration for, or allocable to, any of their shares of
        Company Common Stock; none of the shares of Newell Common Stock
        received by any shareholder-employees will be separate
        consideration for, or allocable to, any employment agreement; and
        the compensation paid to any shareholder-employees will be for
        services actually rendered and will be commensurate with amounts
        paid to third parties bargaining at arm's-length for similar
        services.

             (ix) Neither Newell nor Acquisition are "investment
        companies" as defined in Section 368(a)(2)(F)(iii) and (iv) of
        the Code.

             (x)  The fair market value of the assets of the Company
        transferred to Acquisition will equal or exceed the sum of the
        liabilities assumed by Acquisition, plus the amount of
        liabilities, if any, to which the transferred assets are subject.

             (xi) No stock of Acquisition will be issued in the
        transaction.



                                    -29-
<PAGE>

             (xii)     There is no intercorporate indebtedness existing
        between Newell and the Company, or between Acquisition and the
        Company, that was issued, acquired or will be settled at a
        discount.

             3.07 NEWELL COMMON STOCK.  The shares of Newell Common Stock
        to be issued and delivered pursuant to the provisions of this
        Agreement will on the Closing Date (i) have been validly issued
        and outstanding, fully paid and non-assessable, (ii) be eligible
        to vote in the election of Newell's Board of Directors and at the
        Closing, and Newell shall not have received any stop order or any
        similar order from the Securities and Exchange Commission or
        other applicable regulatory agency which would prevent the
        registration of the Newell Common Stock.  The shares of Newell
        Common Stock to be issued and delivered pursuant to the
        provisions of this Agreement will be listed on the New York Stock
        Exchange pursuant to a listing application to be filed not later
        than twenty days after the Closing Date.

        3.08 CONSIDERATION.  The consideration to be delivered to the
   Shareholders pursuant to this Agreement, the Plan of Merger and the
   Warrant Purchase Agreement is all of the consideration to be delivered
   in exchange for the Gaffney Stock, the Prete Option, the Adkisson
   Option, the GECC Stock and the GECC Warrant (collectively the "Ashland 
   Equity").  No other consideration has been or will be delivered to any
   party in exchange for the Ashland Equity.


                                 ARTICLE IV
               CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME

        4.01 CONDUCT OF THE COMPANY'S BUSINESS PRIOR TO THE EFFECTIVE
   TIME.  During the period from the date of this Agreement to the
   Effective Time, the Company shall conduct its operations according to
   its ordinary and usual course of business consistent with past and
   current practices and use its best efforts to maintain and preserve
   its business organization, prospects, employees and advantageous
   business relationships and shall not, without the prior written
   consent of the Chief Executive Officer, the President or a Vice
   President of Newell, take any action or permit to occur any event set
   forth in Section 2.08.

                                  ARTICLE V
                            ADDITIONAL AGREEMENTS

        5.01 ACCESS AND INFORMATION.  The Company shall afford to Newell
   and to its accountants, counsel and other representatives, full access
   during regular business hours and upon reasonable notice, during the
   period prior to the Effective Time, to all of the properties, books,
   contracts, commitments and records of the Company, and, during such
   period, the Company shall furnish promptly to Newell all other
   information concerning the business, properties and personnel of the
   Company as Newell may reasonably request.




                                    -30-
<PAGE>

        5.02 MISCELLANEOUS AGREEMENTS AND CONSENTS.  Subject to the terms
   and conditions herein provided, each of the parties hereto shall use
   all reasonable efforts to take, or cause to be taken, all action, and
   to do, or cause to be done, all things necessary, proper or advisable
   under applicable laws and regulations to consummate and make effective
   the transactions contemplated by this Agreement and the Plan of
   Merger, including, without limitation, using reasonable efforts to
   satisfy the conditions contained in Article VI hereof.  The Company
   and Newell will use their best efforts to obtain consents of all third
   parties and governmental bodies necessary or, in the opinion of both
   parties, desirable for the consummation of the transactions
   contemplated by this Agreement and the Plan of Merger.  In case at any
   time after the Effective Time any further action is necessary or
   desirable to carry out the purposes of this Agreement and the Plan of
   Merger, the proper officers and/or directors of the Company, Newell or
   Acquisition, as the case may be, shall take all such  necessary
   action.  Prior to the earlier of the Effective Time or the earlier
   termination of this Agreement pursuant to Article VII hereof, each
   Shareholder shall except as set forth on Schedule 5.03, (i) continue
   to own, of record and beneficially, all right, title and interest to
   the shares of Company Common, Special and Preferred (including options
   and warrants relating thereto) owned as of the date hereof, free and
   clear of all security interests, liens, claims, pledges, escrows,
   options, warrants, rights of purchase, equities, charges,
   encumbrances, proxies, voting trusts and restrictions on voting rights
   whatsoever, and (ii) not enter into any contract, agreement,
   understanding or restriction of any kind relating to any shares of
   Company Common, Special and Preferred (including options and warrants
   relating thereto).  During the period from the date of this Agreement
   to the Effective Time, or such earlier termination of the Agreement
   pursuant to Section 9 hereof, the Company shall not and shall cause
   its directors, officers, agents and employees not to solicit,
   authorize the solicitation of or enter into any discussion (or
   continue any discussion) with any third party (including the provision
   of any information to a third party regarding the Company) concerning
   any offer or possible offer from any such third party (i) to issue or
   purchase any Company Common, Special and Preferred, any option or
   warrant to purchase Company Common, Special and Preferred, or any
   securities of the Company, (ii) to purchase, lease or otherwise
   acquire all or a substantial portion of the assets of the Company
   relating to the Business or (iii) to merge, consolidate or otherwise
   combine with the Company.

        5.03 INTERIM FINANCIAL STATEMENTS.  During the period prior to
   the Effective Time, the Company shall deliver to Newell monthly an
   unaudited balance sheet as at the end of such month and the unaudited
   statements of income and stockholders' equity of the Company for a
   period then ended (the "Interim Financial Statements").  The Interim
   Financial Statements shall be correct and complete and shall fairly
   present the financial condition, stockholders' equity, and results of
   operations of the Company as of the respective dates and the Interim
   Financial Statements shall be prepared in accordance with generally
   accepted accounting principles consistently applied throughout the
   periods involved.



                                    -31-
<PAGE>

        5.04 CERTAIN NOTIFICATIONS.  At all times until the Effective
   Time, each party shall promptly notify the other in writing of the
   occurrence of any event which will or may result in the failure to
   satisfy any of the conditions specified in Article VI.

        5.05 PRESS RELEASES.  The parties agree that, except as otherwise
   provided by law, no press release or other public announcement with
   respect to this Agreement or the transactions contemplated hereby
   shall be made without the prior approval of all parties hereto.

        5.06 TRANSACTIONAL COSTS.  Each party hereto shall pay or be
   responsible for its or his expenses in connection with the
   transactions contemplated by this Agreement.  The Company shall be
   responsible for expenses incurred by the Company and its shareholders
   after May 1, 1995, in connection with the transactions contemplated by
   this Agreement in an amount not to exceed One Hundred Thirty Thousand
   Dollars ($130,000).

        5.07 CONFIDENTIALITY AND NON-USE.  If for any reason the
   transactions contemplated by this Agreement are not completed, then
   Newell and Acquisition agree to return to the Company (and not
   thereafter use in their own businesses or otherwise or disclose the
   contents thereof) all documents, data and other materials respecting
   the Company's business furnished to or obtain by either Acquisition or
   Newell or its representatives pursuant to the access granted pursuant
   to Section 5.01 or previous thereto.

                                 ARTICLE VI
                                 CONDITIONS

        6.01 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO CONSUMMATE THE
   MERGER.  The respective obligations of each party to consummate the
   Merger shall be subject to the fulfillment at or prior to the
   Effective Time of the following conditions:

        (a)  AUTHORIZATION.  The Plan of Merger shall have been approved
   and adopted by the requisite vote of the holders of the outstanding
   shares of the Company's Common, Special and Preferred.

        (b)  PROCEEDINGS.  At the Effective Time there shall be no action
   or proceeding initiated by any governmental agency or any third party
   pending which seeks to restrict, prohibit or invalidate any material
   transaction contemplated by this Agreement or the Plan of Merger or to
   recover substantial damages or other substantial relief with respect
   thereto and no injunction or restraining order shall have been issued
   by any court restraining, prohibiting or invalidating any such
   material transaction.

        6.02 CONDITIONS TO OBLIGATIONS OF THE COMPANY TO CONSUMMATE THE
   MERGER.  The obligations of the Company to consummate the Merger shall
   be subject to the fulfillment (or waiver by the Company and the
   Shareholders) at or prior to the Effective Time of the following
   conditions:

        (a)  REPRESENTATIONS AND WARRANTIES.  The representations and
   warranties of Newell and Acquisition set forth in Article III hereof

                                    -32-
<PAGE>

   shall be true and correct as of the date of this Agreement and as of
   the Effective Time as though made on and as of the Effective Time,
   except as otherwise contemplated by this Agreement, and the Company
   shall have received a certificate signed by the Chief Executive
   officer, the President or a Vice President of Newell to that effect.

        (b)  PERFORMANCE OF OBLIGATIONS.  Newell shall have performed all
   obligations required to be performed by it under this Agreement prior
   to the Effective Time, and the Company shall have received a
   certificate singed by the Chairman of the Board, the President or a
   Vice President of Newell to that effect.

        (c)  PERMITS, AUTHORIZATIONS, ETC.  Newell shall have obtained
   any and all material permits, authorizations, consents or approvals of
   state securities commissions and of any other public body or authority
   required for the lawful consummation of the Merger.

        (d)  OPINION OF ASSISTANT GENERAL COUNSEL.  Richard H. Wolff,
   Assistant General Counsel for Newell, shall have furnished to the
   Company its opinion as of the Closing in the form and to the effect
   set forth in Exhibit B hereto.

        (e)  All indebtedness of the Company to GECC under and pursuant
   to that certain Amended and Restated Loan Agreement dated June 29,
   1993, as amended, shall have been paid in full by Newell or
   Acquisition.

        (f)  Acquisition shall have executed an employment agreement with
   Prete.

        (g)  Newell shall have executed the Escrow Agreement (as defined
   in Section 6.03(f)).

        6.03 CONDITIONS TO OBLIGATIONS OF NEWELL AND ACQUISITION TO
   CONSUMMATE THE MERGER.  The obligations of Newell and Acquisition to
   consummate the Merger shall be subject to the fulfillment (or waiver
   by Newell and Acquisition) at or prior to the Effective Time of the
   following conditions:

        (a)  REPRESENTATIONS AND WARRANTIES.  The representations and
   warranties of the Company set forth in Article II hereof shall be true
   and correct as of the date of this Agreement and as of the Effective
   Time as though made on and as of the Effective Time, except as
   otherwise contemplated by this Agreement, and Newell shall have
   received a certificate signed by the Chairman or a Vice President of
   the Company to that effect.

        (b)  PERFORMANCE OF OBLIGATIONS.  The Company shall have
   performed all obligations required to be performed by it under this
   Agreement prior to the Effective Time, and Newell shall have received
   a certificate signed by the Chairman or a Vice President of the
   Company to that effect.

        (c)  PERMITS, AUTHORIZATIONS, ETC.  The Company shall have
   obtained any and all consents or waivers from other parties to
   contracts other than loan agreements material to the Company's

                                    -33-
<PAGE>

   business for the lawful consummation of the Merger, and the Company
   and Newell shall have obtained any and all permits, authorizations,
   consents or approvals of state securities commissions and of any other
   public body or authority required for the lawful consummation of the
   Merger.

        (d)  FINANCIAL STATEMENTS.  Newell and Acquisition shall have
   received the Interim Financial Statements.

        (e)  OPINION OF COUNSEL.  Dykema Gossett PLLC, counsel for the
   Company, shall have furnished to Newell its opinion as of the Closing
   in the form and to the effect set forth in Exhibit C hereto.

        (f)  ESCROW AGREEMENT.  Gaffney, Prete and Adkisson shall have
   executed an escrow agreement in form of Exhibit D hereto regarding the
   escrow of cash and certain of their shares of Newell Common Stock to
   be received in the Merger for the purpose of indemnifying Newell
   against breaches of the representations, warranties, covenants and
   agreements contained in this Agreement (the "Escrow Agreement").

        (g)  EMPLOYMENT AGREEMENT.  Prete shall have executed an
   Employment Agreement with Acquisition.

        (h)  The Company shall have terminated the 1994 Executive Bonus
   Plan.

                                 ARTICLE VII
                           TERMINATION, AMENDMENT

        7.01 TERMINATION.

        (a)  This Agreement may be terminated at any time prior to the
   Effective Time, whether before or after approval by the Shareholders

             (i)  by mutual consent of the Company and Newell;

             (ii) by either the Company or Newell if the Merger has not
        taken place by June 30, 1995, unless the failure of the Merger to
        take place by that date is the result of a breach of any
        provision of this Agreement by the party seeking to terminate;

             (iii)     by Newell if any of the conditions contained in
        Sections 6.01 and 6.03 have not been satisfied prior to the
        Closing, unless the failure of such condition is the result of a
        breach of any provision of this Agreement by Newell;

             (iv) by the Company if any of the conditions contained in
        Sections 6.01 or 6.02 have not been satisfied prior to the
        Closing, unless the failure of any such condition is the result
        of a breach of any provision of this Agreement by the Company.

        (b)  In the event this Agreement is terminated pursuant to
   Section 7.01, such termination shall be without any liability or
   further obligation of any party to another and the obligations and
   agreements in this Agreement shall terminate and have no further
   effect except for liabilities and obligations based on any intentional

                                    -34-
<PAGE>

   failure to perform or comply with any covenant or agreement herein or
   for any intentional misrepresentation or material breach of any
   warranty herein (and such termination shall not constitute a waiver of
   any claim with respect thereto).

        7.02 AMENDMENT.  Subject to applicable law, this Agreement may be
   amended, modified or supplemented only by written agreement of the
   parties hereto duly authorized by the respective Board of Directors at
   any time prior to the Effective Time; provided, however, that, after
   the approval and adoption of the Plan of Merger by the Shareholders,
   no such amendment, modification or supplement shall change the amount
   or the form of the consideration to be delivered to the Shareholders
   as contemplated by this Agreement and the Plan of Merger.

                                ARTICLE VIII
                 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        The representations, warranties, covenants and agreements of the
   parties to this Agreement shall survive the execution and delivery of
   this Agreement and the consummation of the Merger for a period of one
   year notwithstanding any investigations made by any party hereto or,
   except as specifically provided otherwise, any actual or constructive
   knowledge which any party may have regarding a breach of a
   representation or warranty by any other party; provided, however, that
   any covenant, agreement, representation or warranty that becomes the
   subject of a claim under the Escrow Agreement shall survive until
   resolution of such claim.

                                 ARTICLE IX
                           LIMITATION OF LIABILITY

        The parties hereto understand and agree that the Escrow Agreement
   and the Warrant Purchase Agreement and the procedures relating thereto
   as set forth in the Escrow Agreement and the Warrant Purchase
   Agreement have been established as the sole means and method of
   providing a remedy to Newell for breach of any of the representations,
   warranties, covenants and agreements of the Company hereunder after
   the Merger has become effective.  Notwithstanding anything contained
   in this Agreement to the contrary, Newell agrees that, except to the
   extent provision has been made therefor under the Escrow Agreement and
   the Warrant Purchase Agreement, the Company and the Shareholders shall
   have no liability with respect to any claim, cause of action,
   obligation of indemnity, breach of any representation, warranty,
   covenant or agreement or other matter of any nature or character
   whatsoever arising under or in connection with this Agreement after
   the Merger has become effective.  Newell agrees that after the Merger
   has become effective its exclusive remedy for any such claim, cause of
   action, obligation of indemnity, breach of representation or warranty,
   or other matter shall be its rights against the Escrow Property (as
   defined in the Escrow Agreement) and its rights under the Warrant
   Purchase Agreement.  Newell further agrees that the liability of the
   Shareholders under the Escrow Agreement and the Warrant Purchase
   Agreement shall be limited to Six Hundred Fifty Thousand Dollars
   ($650,000) in the aggregate.



                                    -35-
<PAGE>

                                  ARTICLE X
                             GENERAL PROVISIONS

        10.01     NOTICES.  All notices and other communications
   hereunder shall be in writing and shall be deemed given (i) when
   delivered personally; (ii) the second business day after being
   deposited in the United States mail registered or certified (return
   receipt requested); (iii) the first business day after being deposited
   with Federal Express or any other recognized national overnight
   courier service or (iv) on the business day on which it is sent and
   received by facsimile, in each case to the parties at the following
   addresses (or at such other address for a party as shall be specified
   by like notice):

        (a)  If to Newell or Acquisition:

                  Newell Co.  Attention: William T. Alldredge
                  One Millington Road
                  Post Office Box 117
                  Beloit, Wisconsin 53511
                  Facsimile:  (608) 365-8290

        With copies to:  Mr. Richard H. Wolff
                  Associate General Counsel
                  Newell Co.
                  4000 Auburn Street
                  Rockford, Illinois 61101
                  Facsimile:  (815) 969-6106

        (b)  If to the Company or the Shareholders:

                  Mr. Thomas F. Gaffney
                  2091 Ocean View Drive
                  Tierra Verde, Florida  33715
                  Facsimile:  (813) 866-3052

        With copies to:  Rex E. Schlaybaugh, Jr., Esq.
                  Dykema Gossett PLLC
                  1577 N. Woodward Ave.
                  Suite 300
                  Bloomfield Hills, Michigan  48304
                  Facsimile:  (810) 540-0763

        10.02     MISCELLANEOUS.  This Agreement (including the exhibits,
   documents and instruments referred to herein or therein):

             (i)  constitutes the entire agreement, and supersedes all
        other prior agreements and understandings, both written and oral,
        among the parties, or any of them, with respect to the subject
        matter hereof;

             (ii) is not intended to confer upon any other person any
        rights or remedies hereunder;

             (iii)     shall not be assigned by operation of law or
        otherwise; and

                                    -36-
<PAGE>

             (iv) may be executed in two or more counterparts which
        together shall constitute a single agreement.

        This Agreement shall be binding upon and inure to the benefit of
   the parties hereto and their respective successors, heirs, next of
   kin, distributees, executors, administrators and personal
   representatives.

        10.03     WAIVER; REMEDIES.  No delay or failure on the part of
   any party hereto to exercise any right, power, or privilege hereunder
   shall operate as a waiver thereof, nor shall any waiver on the part of
   any party hereto of any right, power, or privilege hereunder operate
   as a waiver of any other right, power, or privilege hereunder, nor
   shall any single or partial exercise of any right, power, or privilege
   hereunder preclude any other or further exercise thereof or the
   exercise of nay other right, power, or privilege hereunder.

        10.04     SEVERABILITY.  If any provision of this Agreement shall
   be held by any court of competent jurisdiction to be illegal, invalid
   or unenforceable, such provision shall be construed and enforced as if
   it had been more narrowly drawn so as not to be illegal, invalid or
   unenforceable, and such illegality, invalidity or unenforceability
   shall have no effect upon and shall not impair the enforceability of
   any other provision of this Agreement.

        10.05     GOVERNING LAW.  This Agreement shall be construed in
   accordance with the laws of the State of Delaware (without regard to
   principles of conflicts of law) applicable to contracts made and to be
   performed within such State.

        10.06     ATTORNEY'S FEES.  If any party of this Agreement must
   bring an action to enforce its terms, the prevailing party in such
   action shall be entitled to receive its out-of-pocket fees and
   expenses in connection with action from the non-prevailing party or
   parties.


                                * * * * * * *



















                                    -37-
<PAGE>

        IN WITNESS WHEREOF, Newell, Acquisition and the Company have
   caused this Agreement to be signed by their respective officers
   thereunto duly authorized as of the date first written above.

                                      ASHLAND PRODUCTS, INC.


                                      By: _______________________________


                                      ASHLAND ACQUISITION CO.


                                      By: _______________________________


                                      NEWELL CO.


                                      By: _______________________________



           SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
               BY AND AMONG ASHLAND PRODUCTS, INC., NEWELL CO.
                         AND ASHLAND ACQUISITION CO.


   DMC/917
   
                                                     EXHIBIT 2.2

                              ESCROW AGREEMENT


             This Escrow Agreement ("Agreement") is made and entered into
   as of  June 9, 1995, by and between Newell Co., a Delaware corporation
   ("Newell"), Thomas F. Gaffney ("Gaffney"), James J. Prete ("Prete"),
   and Larry D. Adkisson ("Adkisson") (collectively, the "Shareholders")
   and Firstar Trust Company ( the "Escrow Agent").

             WHEREAS, Newell, Ashland Acquisition Co., a Delaware
   corporation ("Acquisition"), and Ashland Products, Inc., a Delaware
   corporation (the "Company"), have entered into an Agreement and Plan
   of Reorganization dated as of June 5, 1995 (the "Reorganization
   Agreement"), providing for the merger of the Company with and into
   Acquisition (the "Merger") and the conversion of the issued and
   outstanding capital stock and other securities of the Company into
   cash and shares of Common Stock of Newell (the "Newell Common Stock")
   pursuant to the Agreement and Plan of Merger dated as of June 5, 1995
   between Acquisition and the Company (the "Plan of Merger");

             WHEREAS, Newell has relied upon the representations and
   warranties of the Company contained in the Reorganization Agreement
   and in agreements, schedules, exhibits, certificates and other
   documents delivered pursuant to the Reorganization Agreement
   (collectively, the "Related
 Documents");

             WHEREAS, one of the conditions precedent to the obligations
   of Newell and the Company to consummate the Merger is the execution
   and delivery of this Agreement, pursuant to which the Shareholders
   agree to indemnify and hold Newell harmless against and in respect of
   certain matters more particularly described herein; and this Agreement
   is being made to induce Newell to consummate the Merger.

             NOW, THEREFORE, in consideration of the mutual covenants,
   agreements, representations and warranties herein contained, the
   parties agree as follows:

                                  ARTICLE I
                                 The Escrow

        1.01 DEPOSIT IN ESCROW.  At the Closing (as defined in the
   Reorganization Agreement), the Shareholders shall deposit with the
   Escrow Agent, to be held in escrow on the terms hereinafter set forth,
   cash and Newell Common Stock in the number of shares and amount of
   cash set forth opposite each Shareholder's signature hereto (the
   "Escrow Cash and Escrow Shares").  Escrow Shares shall be accompanied
   by duly executed stock powers endorsed in blank.

        1.02 ESCROW PROPERTY.  The Escrow Cash and Escrow Shares
   deposited in accordance with the terms hereof (the "Escrow Property")
   shall be held by the Escrow Agent on the terms hereinafter set forth. 
   The escrow agent shall cause the Escrow Cash to be maintained and

                                    -39-
<PAGE>

   invested in demand or time deposits in banks or savings institutions
   having at least $100,000,000 in assets, in United States Treasury
   bills or in the Portico U.S. Treasury Money Market Fund (collectively,
   the "Investments").  No part of the Investments shall have a maturity
   date exceeding sixty days from the date on which Escrow Cash is
   invested therein.  The Escrow Agent shall not be responsible for any
   interest or income on the Escrow Cash except the interest or income
   actually received.

        1.03 DISTRIBUTIONS ON ESCROW PROPERTY.  All income accruing on
   any investments of the Escrow Cash, and any dividends or distributions
   on the Escrow Shares, shall be paid to the Shareholders at such
   intervals as the Shareholders may direct in writing and shall not be
   part of the Escrow Property.

        1.04 TAXES AND CHARGES ON ESCROW PROPERTY.  Each Shareholder
   shall supply to the Escrow Agent a signed W-9 form and shall be
   responsible for and shall pay and discharge all taxes, assessments and
   governmental charges imposed on or with respect to his or her
   proportionate interest of the Escrow Property.  The Escrow Agent shall
   report to the Internal Revenue Service the amount of income with
   respect to the Escrow Cash as having been received by each of the
   Shareholders depositing cash in escrow in accordance with such
   Shareholder's proportionate interest of the Escrow Cash.

        1.05 VOTING RIGHTS.  Escrow Shares held by the Escrow Agent
   hereunder shall remain registered in the name of Gaffney, and Gaffney
   shall be entitled to exercise all voting rights with respect thereto.

                                 ARTICLE II
                             Shareholders' Agent

        2.01 APPOINTMENT AND AUTHORITY.  The Shareholders have appointed
   Thomas F. Gaffney as attorney-in-fact for the Shareholders (the
   "Shareholders' Agent") for purposes of representing the interests of
   the Shareholders in the resolution of claims for indemnification
   hereunder and otherwise with respect to this Agreement.  The
   Shareholders have authorized the Shareholders' Agent to take any and
   all actions on behalf of all the Shareholders in connection with this
   Agreement, including but not limited to amending this Agreement, and
   the Shareholders consent to and agree to be bound by any and all
   actions taken by the Shareholders' Agent.

        2.02 LIABILITY.  The Shareholders' Agent shall not be liable to
   any of the Shareholders for any error of judgment, any mistake of fact
   or law or any act done or omitted by him as the Shareholders' Agent in
   good faith, unless as the result of his willful misconduct.

        2.03 VACANCIES.  In case of the resignation, death or inability
   to act of Thomas F. Gaffney  as the Shareholders' Agent, the
   Shareholders shall select a successor Shareholders' Agent by a
   majority vote, each Shareholder being entitled to one vote. 





                                    -40-
<PAGE>

                                 ARTICLE III
                     Indemnification and Other Payments

        3.01 INDEMNIFICATION.  Notwithstanding any investigation at any
   time made by or on behalf of Newell or any information Newell may have
   in respect of the business and assets of the Company, the Shareholders
   agree, severally and not jointly, to indemnify and hold Newell and its
   subsidiaries (including Acquisition) and affiliates (sometimes
   collectively referred to as "Newell") harmless from and against any
   and all claims, demands, liabilities, actions or causes of action,
   losses and damages, including but not limited to reasonable attorneys'
   fees, witness fees, and other out-of-pocket expenses and all fines,
   penalties, assessments, judgments and amounts paid in settlement
   (collectively, "Damages"), suffered or incurred by Newell arising out
   of, resulting from or in respect of the following: 

             (i)  any inaccuracy in any representation or breach of any
        warranty made by or on behalf of the Company in or pursuant to
        the Reorganization Agreement or in any of the Related Documents;

             (ii) any failure of the Company duly to perform or observe
        any term, provision, covenant, agreement or condition in the
        Reorganization Agreement or any of the Related Documents.

        3.02 DETERMINATION OF DAMAGES.  The aggregate liability of the
   Shareholders for Damages incurred pursuant to Section 3.01 of this
   Agreement shall be limited to the amount by which such Damages exceed
   $100,000.

        3.03 INDEMNIFICATION NOTICE.  Newell will give written notice
   (the "Indemnification Notice") to the Escrow Agent and the
   Shareholders' Agent of any claim which Newell discovers or of which it
   receives notice which might give rise to a claim against the Escrow
   Property under Section 3.01 hereof (a "Claim").  Newell's right to
   indemnification from the Escrow Property shall apply only to those
   Claims of which Newell shall have given an Indemnification Notice to
   the Escrow Agent and the Shareholders' Agent not later than the first
   anniversary of the Effective Time.  Any covenant, agreement,
   representation or warranty which is the subject of a Claim shall
   continue to survive until such claim is finally determined as herein
   provided.

        3.04 CLAIMS AGAINST THE SHAREHOLDERS.  The Shareholders' Agent
   shall have a period of 30 days from the date the Indemnification
   Notice is given to provide written notice ("Object" or an "Objection")
   to Newell and the Escrow Agent of an objection to the Claim identified
   in the Indemnification Notice.  Such Objection shall be to the merits
   or the amount of the Claim or to both the merits and the amount of the
   Claim.  Newell and the Shareholders' Agent shall discuss any Claim as
   to which the Shareholders' Agent objects and attempt to agree upon the
   amount which is to be paid to Newell with respect to such Claim.  If
   and to the extent that Newell and the Shareholders' Agent agree that
   Newell is entitled to be indemnified for Damages with respect to any
   such Claim and the amount of such Damages, they shall give joint
   written notice to the Escrow Agent to that effect (a "Joint Notice"). 
   If Newell and the Shareholders' Agent have not agreed as to whether

                                    -41-
<PAGE>

   Newell is entitled to indemnification for Damages with respect to any
   such Claim and/or the amount of such Damages to which Newell is to be
   paid with respect to any such Claim within 30 days (which period may
   be extended upon the written agreement of Newell and the Shareholders'
   Agent and notice thereof given to the Escrow Agent) after the date the
   notice of Objection is given to Newell and the Escrow Agent, either
   party may thereafter institute an appropriate proceeding with respect
   to the matters which have not been agreed upon.  Each of the parties
   hereto agrees that a final non-appealable judgment in any such
   proceeding brought in any such court shall be conclusive and binding
   on such party.   

        3.05 THIRD PARTY CLAIMS.  In the event the Indemnification Notice
   relates to a Claim asserted against Newell by a third party,  Newell
   shall give notice to the Shareholders' Agent within ten (10) days of
   its receipt of service of any suit or proceeding which may be the
   subject of a claim.  The Shareholders shall have the right to
   undertake and control the defense of such Claim, provided that Newell
   shall have the right to participate in any such defense at its own
   expense.  The Shareholders shall be required to seek the consent of
   Newell to any payment, compromise or settlement of such Claim, which
   consent shall not be unreasonably withheld; provided, that the
   Shareholders shall not be required to seek the consent of Newell to
   any payment, compromise or settlement the entire amount of which would
   be paid by parties other than Newell.

        3.06 PAYMENT OF CLAIMS.  The Escrow Agent shall continue to hold
   the Escrow Property pending the occurrence of any of the following: 
   (a)  receipt by the Escrow Agent of a Joint Notice; (b) receipt by the
   Escrow Agent of a true copy, certified by a court of competent
   jurisdiction, of a final order, judgment or decree establishing
   Newell's claim to indemnification.  Upon receipt of either of the
   foregoing, the Escrow Agent shall deliver to Newell such portion of
   the Escrow Property (in accordance with the proportionate interests of
   the Shareholders) as shall equal 49% of the amount of the Damages or
   claim which is to be paid to Newell.  For this purpose, the Escrow
   Shares shall be valued at $24.175 per share.

        3.07 LIMITATION OF INDEMNIFICATION.  Newell's rights to
   indemnification under this Agreement shall be limited to the Escrow
   Property.  No Shareholder shall have any obligation to contribute
   additional cash or Newell stock to the Escrow Property or to indemnify
   Newell for any amount in excess of the Escrow Shares or Escrow Cash,
   as the case may be, contributed to the Escrow Property.

                                 ARTICLE IV
                                 Termination

        4.01 TERMINATION DATE.  The escrow created by this Agreement
   shall terminate on the first anniversary of the Effective Time or, if
   at that time a Claim or Claims made pursuant to Article III hereof is
   or are pending, upon the final resolution of the last such Claim (the
   "Termination Date").

        4.02 DISTRIBUTION OF ESCROW PROPERTY.  On the Termination Date,
   any remaining Escrow Shares shall be distributed to Gaffney and any

                                    -42-
<PAGE>

   remaining Escrow Cash shall be distributed to the other Shareholders
   in accordance with their proportionate interests.

        4.04 FRACTIONAL INTERESTS.  No fractional share of Newell Common
   Stock shall be distributed and the Escrow Agent is authorized and
   directed to sell shares of Newell Common Stock in order to avoid
   distribution of fractional interests and to deliver the cash
   equivalent thereof.

                                  ARTICLE V
                              The Escrow Agent

        5.01 RIGHTS AND OBLIGATIONS.  The Escrow Agent  and any successor
   escrow agent shall at all times be a bank  organized under the laws of
   the  United States or any state having  a reported capital and surplus
   of not less than $5,000,000, or  having assets under management of not
   less than $100,000,000.  The Escrow Agent  (a) shall not be liable for
   any error of judgment, any mistake of  fact or law or any act done  or
   omitted by  it  in good  faith,  unless as  the  result of  its  gross
   negligence of  willful misconduct; (b)  shall be entitled to  treat as
   genuine  any letter  or  other  document furnished  to  it by  Newell,
   Acquisition  or the  Shareholders'  Agent  and believed  by  it to  be
   genuine and to have  been signed and presented by the  proper party or
   parties; and  (c) shall  be paid  by Newell  for its  services at  its
   customary rates as in effect  from time to time and  its out-of-pocket
   expenses (including but not limited to  the reasonable attorneys' fees
   and disbursements  of its counsel);  (d) shall be entitled  to consult
   with counsel  of  its own  choosing with  respect to  any matter  that
   arises hereunder  and shall not be liable  for action taken or omitted
   to be  taken by it in good faith, and in accordance with the advice of
   such counsel;  (e) shall be entitled to resign and be  discharged from
   its duties hereunder  by giving written notice of  such resignation to
   Newell and the Shareholders' Agent specifying a  date not less than 30
   business days following the date  of such notice when such resignation
   shall take effect,  at which time the successor  escrow agent selected
   by Newell shall  accept such appointment and the  Escrow Property held
   hereunder; and  (f) shall be  indemnified and held harmless  by Newell
   against any and  all costs, expenses, damages and liabilities incurred
   by it hereunder except for those incurred by it as a result of its own
   willful misconduct or negligence.

                                 ARTICLE VI
                                Miscellaneous

        6.01 NOTICES.   All  notices and  other communications  hereunder
   shall be in writing  and shall be deemed to  have been given (a)  when
   delivered  in  person, (b)  one  business  day  after deposit  with  a
   nationally recognized overnight courier service, (c) two business days
   after being  deposited  in the  United States  mail, postage  prepaid,
   first class, registered or certified mail, or (d)  the business day on
   which it is sent and received by facsimile, as follows:






                                    -43-
<PAGE>

        If to the Escrow Agent:
                  Firstar Trust Company  Attention: Yvonne Siira
                  615 East Michigan Street
                  Milwaukee, WI  53202
                  Telephone:  (414) 287-3928
                  Facsimile:  (414) 287-3904

        If to Newell:
                  Newell Co.   Attention: William T. Alldredge
                  29 East Stephenson Street
                  Freeport, Illinois  61032
                  Facsimile: (608) 365-8290

                  and

                  Richard H. Wolff, Associate General Counsel
                  Newell Co.
                  4000 Auburn Street
                  Rockford, Illinois  61125-7018 
                  Facsimile: (815) 969-6106

             If to the Shareholders' Agent:
                  Mr. Thomas F. Gaffney
                  2091 Ocean View Drive
                  Tierra Verde, Florida 33715
                  Facsimile:  (813) 866-3052

             With a copy to:
                  Rex E. Schlaybaugh, Jr., Esq.
                  Dykema Gossett PLLC
                  1577 North Woodward Avenue
                  Suite 300
                  Bloomfield Hills, Michigan 48304
                  Facsimile:  (810) 540-0763

        6.02 HEADINGS  AND  DEFINITIONS.    The  section  and  subsection
   headings in this Agreement are inserted for convenience only and shall
   not affect in any way the meaning or interpretation of this Agreement.


        6.03 GOVERNING LAW.   This  Agreement  shall be  governed by  and
   construed in accordance with the laws of the State of Delaware.

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





                                * * * * * * *





                                    -44-
<PAGE>

             IN WITNESS WHEREOF, the parties have executed this Agreement
   as of the day and year first above written.

                                 NEWELL CO.


                                 B                  y                  :
   _____________________________________
                                 T      i      t      l      e      :
   ___________________________________

   "Escrow Shares"   "Escrow Cash"
        Shares          Cash
     Deposited         Deposited
     _________         _________

   __________________________________________
       6,348           N/A            Thomas F. Gaffney

                                 Address:

       N/A           $88,660
   __________________________________________
                                      James J. Prete

                                 Address:


      N/A             $76,375  
   __________________________________________
                                      Larry D. Adkisson

                                 Address:


   Attest:                       Firstar Trust Company, as Escrow Agent

   _____________________         B                  y                  :
   _____________________________________
                                 T      i      t      l      e      :
   __________________________________


               SIGNATURE PAGE TO ESCROW AGREEMENT BY AND AMONG
               NEWELL CO., THOMAS F. GAFFNEY, JAMES J. PRETE,
        LARRY D. ADKISSON AND FIRSTAR TRUST COMPANY, AS ESCROW AGENT
   

                                                                EXHIBIT 5
   SCHIFF HARDIN & WAITE
   7300 Sears Tower
   Chicago, Illinois 60606
   -----------------------

                               August 23, 1995

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

                  Re:  NEWELL CO.
                       REGISTRATION STATEMENT ON FORM S-3

   Ladies and Gentlemen:

        We are acting  as counsel for Newell Co.,  a Delaware corporation
   (the  "Company"),  in  connection  with  the  Company's  filing  of  a
   Registration Statement on Form S-3 (the "Registration Statement") with
   the  Securities and Exchange  Commission covering the  registration of
   131,561 shares  of common  stock, par  value $1.00  per share, of  the
   Company  and  the  related Preferred  Stock  Purchase  Rights attached
   thereto (collectively the  "Shares"), which are being offered  for the
   account of a certain selling stockholder of the Company.

        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 the Shares  have
   been validly  authorized and are  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  and  to  the reference  to  us under  the
   caption "Legal Opinion" in the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE

                                 By:  /s/Linda J. Wight
                                 ----------------------------
                                         Linda Jeffries Wight
   

                                                             EXHIBIT 23.1


                  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.



                                           By:  /s/Arthur Andersen LLP
                                           ------------------------------
   --                                      ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin
   August 22, 1995