SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-K

             Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

For the fiscal year ended                             Commission file
number December 31, 1995                                  1-9608

                              NEWELL CO.
        (Exact name of Registrant as specified in its charter)

            DELAWARE                                 36-3514169
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   (Identification No.)

Newell Center
29 East Stephenson Street, Freeport, Illinois            61032-0943
  (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (815) 235-4171

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange
   Title of each class                        on which registered 
   -------------------                        ---------------------
                       
Common Stock, $1 par value per share, and
associated Preferred Stock Purchase Rights    New York Stock Exchange
                                              Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

        Yes  x        No 
            ----           ----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. (x)

<PAGE>  2


There were 158.7 million shares of the Registrant's common stock
outstanding as of January 31, 1996.  The aggregate market value of the
shares of common stock (based upon the closing price on the New York
Stock Exchange on that date) beneficially owned by nonaffiliates of
the Registrant was approximately $3,960.3 million.  For purposes of
the foregoing calculation only, which is required by Form 10-K, the
Registrant has included in the shares owned by affiliates those shares
owned by directors and officers of the Registrant, and such inclusion
shall not be construed as an admission that any such person is an
affiliate for any purpose.





                  Documents Incorporated by Reference


                               Part III

     Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Stockholders to be held May 8, 1996, which will be
filed March 15, 1996.

<PAGE>  3



                                PART I

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

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

GENERAL
- -------

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

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

     This 1995 Annual Report on Form 10-K contains forward looking
statements that are made in reliance upon the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.  Such forward
looking statements are subject to risks and uncertainties.  Exhibit 99
to this 1995 10-K Report identifies important risk factors which could
cause the Company's actual financial results to differ materially from
results forecast or estimated by the Company in forward looking
statements.

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

     The Company operates in a single industry segment consisting of
Consumer Products sold through a variety of retail and wholesale
distribution channels.

<PAGE>  4


PRODUCTS

     HOUSEWARES

Glassware and Plasticware
- -------------------------

     The Company's glassware and plasticware business is conducted by
the Anchor Hocking and Newell Europe divisions.  Anchor Hocking and
Newell Europe design, manufacture, package and distribute glass and
plastic products.  These products include glass ovenware, servingware,
cookware and dinnerware products and plastic microwave cookware and
food storage products.  Anchor Hocking also produces foodservice
products and glass lamp parts, lighting components, meter covers and
appliance covers for the foodservice and specialty markets. Newell
Europe also produces glass components for appliance manufacturers and
its products are marketed in Europe, the Middle East and Africa only.

     Anchor Hocking products are sold primarily under the brand names
of ANCHOR HOCKING (R) and PLASTICS INC. (R), and the trade names of
OVEN BASICS (R) and STOWAWAYS (R).  Newell Europe's products are sold
primarily under the brand names of PYREX (R), PYROFLAM (R), VISION (R)
and VITRI (R).

     Anchor Hocking markets its products directly to mass merchants,
warehouse clubs, grocery/drug stores, department/specialty stores,
hardware distributors and select contract customers, using a network
of manufacturers' representatives, as well as regional zone and
market-specific sales managers. Newell Europe markets its products to
mass merchants, industrial manufacturers and buying groups using a
direct sales force.

     Principal facilities are located in Lancaster, Ohio; Monaca,
Pennsylvania; St. Paul and Coon Rapids, Minnesota; Sunderland, Great
Britain; Muhtal, Germany and Chateauroux, France.

Aluminum Cookware and Bakeware
- -------------------------------

     The Company's aluminum cookware and bakeware business is
conducted by the Mirro division. Mirro primarily manufactures aluminum
cookware and bakeware for the retail marketplace.  Mirro also
manufactures various specialized aluminum cookware and bakeware items
for the food service industry.  It also produces aluminum contract
stampings and components for other manufacturers and makes aluminum
and plastic kitchen tools and utensils. 

     Mirro products are sold primarily under the brand names of MIRRO
(R) and WEAREVER (R), and the trade names of AIRBAKE (R), CUSHIONAIRE
(R), CONCENTRIC AIRE (R) and CHANNELON (R).

     Mirro markets its products directly to mass merchants, warehouse
clubs, grocery/drug stores, department/specialty stores, hardware

<PAGE>  5


distributors, cable TV networks, and select contract customers, using
a network of manufacturers' representatives, as well as regional zone
and market-specific sales managers. 

     Mirro manufacturing operations are highly integrated, rolling its
own sheet stock from aluminum ingot, and producing phenolic handles
and knobs at its own plastics molding facility.  Principal facilities
are located in Manitowoc and Chilton, Wisconsin and Salina, Kansas.

Other
- -----

     Goody - personal consumer products including hair accessories and
beauty organizers.

     HOME FURNISHINGS

Window Treatments
- -----------------

     The Company's window treatments business is conducted by the
Levolor Home Fashions and Newell Window Furnishings divisions. 
Levolor Home Fashions and Newell Window Furnishings primarily
manufacture made-to-order and stock horizontal and vertical blinds;
pleated, cellular and pull shades; and window hardware for the retail
marketplace.  Levolor Home Fashions also produces window treatment
components for custom window treatment fabricators. 

     Levolor Home Fashions and Newell Window Furnishings products are
sold primarily under the brand names of NEWELL (R), LEVOLOR (R),
LOUVERDRAPE (R), DEL MAR (R), and JOANNA (R), and the trade names
SPECTRIM (R), MAGIC FIT (R) and RIVIERA (R). 

     Levolor Home Fashions and Newell Window Furnishings market their
products directly and through distributors to mass merchants, home
centers, department/specialty stores, hardware distributors, custom
shops and select contract customers, using a network of manufacturers'
representatives, as well as regional zone and market-specific sales
managers. 

     Levolor Home Fashions and Newell Window Furnishings design,
manufacture, package and distribute their window treatments products. 
Principal facilities are located in Freeport, Illinois and High Point,
North Carolina. Levolor Home Fashions and Newell Window Furnishings
have a total of 15 facilities in the U.S. and Canada. 

Other
- -----

     Lee Rowan and System Works - coated wire storage, home storage,
shelving systems and organization products; Intercraft, Decorel and
Holson Burnes - ready-made picture frames.

<PAGE>  6


     OFFICE PRODUCTS

Markers and Writing Instruments
- -------------------------------

     The Company's Markers and Writing Instruments business is
conducted by the Sanford division. Sanford primarily manufactures
permanent/waterbase markers, dry erase markers, overhead projector
pens, highlighters and wood-cased pencils, and distributes other
writing instruments including rolling ball pens, ball-point pens and
mechanical pencils for the retail marketplace. 

     Sanford markets its products directly and through distributors to
mass merchants, warehouse clubs, grocery/drug stores, office
superstores, office supply stores, contract stationers, and hardware
distributors, using a network of manufacturers' representatives, as
well as regional zone and market-specific sales managers. 

     Sanford manufactures its own inks and designs, manufactures,
packages and distributes markers and wood-cased pencils.  Sanford also
packages and distributes pens and mechanical pencils. Principal
facilities are located in Bellwood, Illinois; and Lewisburg and
Shelbyville, Tennessee.  Principal  foreign facilities are located in
Tlalnepantla, Mexico, Bogota, Colombia and King's Lynn, Great Britain.


Other
- -----

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

<PAGE>  7


     HARDWARE AND TOOLS

Hardware
- --------

     The Company's hardware business is conducted by the Amerock and
Bulldog divisions. Amerock primarily manufactures cabinet hardware for
the retail marketplace. Amerock also manufactures window hardware for
window manufacturers. Bulldog packages and distributes hardware which
includes bolts, screws and mechanical fasteners. 

     Amerock and Bulldog products are sold primarily under the brand
names of AMEROCK (R), ALLISON (R) and BULLDOG (R).

     Amerock and Bulldog market their products directly and through
distributors to mass merchants, home centers, hardware distributors,
cabinet shops and window manufacturers, using a network of
manufacturers' representatives, as well as regional zone and market-
specific sales managers. 

     Amerock designs, manufactures, packages and distributes its
hardware products. Bulldog packages and distributes its products.
Principal facilities are located in Rockford, Illinois and Memphis,
Tennessee.

Tools
- -----

     EZ Paintr - manual paint applicator products; BernzOmatic -
propane and propane/oxygen hand torches.

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

     Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
approximately 14% of consolidated sales in 1995, 15% in 1994 and 14%
in 1993.  Sales to each of the Company's other customers,
individually, amounted to less than 10% of consolidated net sales.

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

<PAGE>  8


BACKLOG
- -------

     The dollar value of unshipped factory orders is not material.

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

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

<PAGE>  9


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

     The following table sets forth the amounts and percentages of the
Company's net sales for the three years ended December 31, 1995
(including sales of acquired companies only from the time of
acquisition), for the classes of similar products described
previously.

                                         Year Ended December 31,
                                  1995     %      1994     %      1993     % 
                                  ----            ----            ----
                                        (In millions, except percentages)
Housewares:
  Glassware and Plasticware    $  397.6   16%  $  256.3   12%  $  245.0   15%
  Alum. Cookware and Bakeware     261.9   11      280.9   14      264.7   16 
  Other *                         160.1    6      154.6    8       19.1    1
                                  -----           -----            ---- 
    Total Housewares              819.6   33      691.8   34      528.8   32
                                  -----           -----           -----
Home Furnishings:
  Window Treatments               392.0   16      317.8   15      222.7   13
  Other *                         340.3   13      325.0   16      202.8   13
                                  -----           -----           -----
    Total Home Furnishings        732.3   29      642.8   31      425.5   26
                                  -----           -----           -----
  
Office Products:
  Markers and Writing
   Instruments                    402.4   16      212.6   10      156.0   10
  Other *                         179.8    7      170.6    8      184.7   11
                                  -----           -----           ----
    Total Office Products         582.2   23      383.2   18      340.7   21
                                  -----           ------          -----      
Hardware & Tools 
  Hardware                        202.7    8      208.8   10      198.7   12
  Tools                           161.6    7      148.3    7      136.6    8
                                  -----           -----           -----     
    Total Hardware & Tools        364.3   15      357.1   17      335.3   20
                                  -----           -----           -----
Sold Businesses:
  Counselor Bath Scales             -      -        -      -       14.7    1
                                  -----           -----           -----
    Total Sold Businesses           -      -        -      -       14.7    1
                                  -----           -----           ------
Newell Consolidated            $2,498.4  100%  $2,074.9  100%  $1,645.0  100%
                                =======  ===    =======  ===    =======  === 
*  This category is comprised of many different product classes, each
representing less than 10% of net sales.

     Certain 1993 and 1994 amounts have been reclassified to conform
with the 1995 presentation.

<PAGE>  10


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

     At the foundation of the Company's growth strategy is
acquisitions.  Since the late 1960s, acquisitions have been the
Company's primary vehicle for growth.  Over the last twenty-five
years, the Company has acquired more than 50 companies.  In the last
five years alone, the Company has completed over 10 major
acquisitions, representing nearly $2 billion in additional sales.

     From a small manufacturer of drapery hardware with about $20
million in sales and $2 million in net income in the late 1960's,
Newell has grown almost 20% per year and is now an international
consumer goods supplier with annualized sales approaching $3 billion
and net income exceeding $220 million.  This dramatic growth is
largely the result of acquisitions, supplemented by internal growth
from existing and acquired product lines, as the vehicle to execute a
multi-product offering strategy. 

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

     The Company has typically acquired companies that it believes
have  unrealized profit potential.  "Newellization" is the profit
improvement and productivity enhancement process that is applied to
newly acquired product lines to bring  them up to the Company's
standards of profitability.

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

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

<PAGE>  11


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

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

     Prior to the November 1994 acquisition of Newell Europe and the
November 1995 acquisition of Berol, the Company operated almost
entirely in the United States and Canada.  Following these
acquisitions, the Company operates in several non-U.S. locations,
including England, France, Germany, Mexico and Colombia.  Summary
financial information by geographic area included in the consolidated
financial statements is as follows:

                                                 1995           
                                        ----------------------
                                            $       % of Total
                                        ----------------------
                                        (In millions)
          Net sales:
            - U.S.                      $2,214.0        88.6%
            - Non-U.S.                     284.4        11.4
                                        --------       -----
          Total                         $2,498.4       100.0%
                                         =======       =====
          Operating income:
            - U.S.                      $  395.5        94.2%
            - Non-U.S.                      24.0         5.8
                                        --------       -----
          Total                         $  419.5       100.0%
                                        ========       =====
          Total assets at December 31:
            - U.S. (including corporate
              assets of $972.7 million) $2,517.2        85.9%
            - Non-U.S.                     414.0        14.1
                                        --------       -----
          Total                         $2,931.2       100.0%
                                         =======       =====

     Sales between geographic areas are not material.

     The Company's international division (financial information
included in the U.S. category in the above table) coordinates export
sales of consumer products from the U.S. to all other foreign
countries.  These export sales were approximately 2.2% of 1995 total
net sales.

<PAGE>  12


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

     The Company expects to have multiple foreign and domestic sources
of supply for substantially all of its material requirements.  The raw
materials and various purchased components required for its products
have generally been available in sufficient quantities.

PATENTS AND TRADEMARKS
- ----------------------

     The Company has a number of patents, trademarks and trade names,
none of which is considered material to the consolidated operations.

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

     The markets in which the Company competes are highly competitive,
with a number of well-established domestic and foreign manufacturers. 
In addition, many of the Company's products compete with a number of
substitute products.  The Company believes, however, that it has a
significant share in many of its markets.

     The Company's principal methods of competition are customer
service, price, brand name identification, merchandising programs,
domestic manufacturing resources and breadth of product line
offerings.  The Company believes that its customer service programs,
which include computer-to-computer EDI capabilities and Quick Response
programs, are superior to programs offered by many of its competitors. 
The Company also believes customers are positively influenced by
previous experience with the Company, which includes delivery of
quality products on time and complete and innovative good-better-best
merchandising programs.  The Company's principal customers are
sophisticated volume purchasers, which consider a combination of all
of these factors in determining where to purchase products.

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

     The Company is subject to various laws regulating the discharge
of materials into the environment or otherwise relating to the
protection of the environment.  Regulation in this area is still
developing, including changes in the standards of enforcement of
existing laws and enactment of new laws.  Although the Company, like
other companies engaged in similar businesses, is a party to various
proceedings relating to environmental matters and makes capital
expenditures for environmental projects, it does not believe it will
have material capital expenditures for environmental control
facilities during the current or succeeding fiscal year.  See note 14
to the notes to consolidated financial statements for a discussion of
the environmental matters in which the Company has been identified as
a potentially responsible party, which is hereby incorporated by
reference.

<PAGE>  13


EMPLOYEES
- ---------

     The Company has approximately 23,000 employees, of whom
approximately 6,300 are covered by collective bargaining agreements. 

<PAGE>  14



I
tem 2.  Properties
- -------------------

      The following table shows the location and general character of the
principal operating facilities owned or leased by the Company.  The executive
offices are located in Beloit, Wisconsin, which is an owned facility occupying
approximately 9,000 square feet.  Other Corporate offices are located in owned
facilities in Freeport, Illinois (occupying 59,000 square feet) and in Rockford,
Illinois (occupying 7,000 square feet).  Most of the idle facilities, which are
excluded from the following list, are subleased while being held pending sale or
lease expiration. The Company considers its properties to be in generally good
condition and well-maintained, and are generally suitable and adequate to carry
on the Company's business.

<TABLE>
<CAPTION>
                                                                Exp. Date
    Location               City                  Owned         If Leased                General Character
 -------------     --------------------    ----------------    ---------     ---------------------------------------
 <S>               <C>                      <C>                 <C>          <C>
 Alabama           Phoenix City                                 08/96        Distribution

 Arizona           Bisbee                                       05/96        Distribution

 Belgium           Zellick                                      10/98        Distribution and Administrative Office

 California        Beaumont                                     11/97        Distribution
                   Garden Grove                                 03/97        Manufacturing
                   Los Angeles                                  10/96        Manufacturing
                   Santa Fe                                     08/96        Distribution
                   San Fernando                                 06/96        Manufacturing and Administrative Office
                   Santa Monica                                 10/96        Manufacturing
                   Vista                                        06/03        Manufacturing and Distribution
                   Westminster                                  09/96        Manufacturing, Distribution and
                                                                             Administrative Office
 Canada            Brampton, ON                                 09/96        Manufacturing and Distribution
                   Calgary, AB                                  07/96        Manufacturing
                   Drummondville, PQ        Owned                            Distribution
                   Mississauga, ON          Owned                            Manufacturing and Distribution
                   Montreal                                     12/96        Administrative Office
                   Oakville, ON                                 10/96        Distribution and Administrative Office
                   Pickering, ON                                03/07        Distribution
                   Prescott, ON             Owned                            Manufacturing
                   Richmond Hills, ON                           10/00        Administrative Office
                   Toronto, ON                                  08/00        Manufacturing, Distribution and
                                                                             Administrative Office
                   Watford, ON                                  01/04        Manufacturing, Distribution and
                                                                             Administrative Office
                   Weston, ON                                   M-T-M        Administrative Office
</TABLE>


<PAGE>  15

<TABLE>
<CAPTION>
                                                                Exp. Date
    Location               City                  Owned         If Leased                General Character
 -------------     --------------------    ----------------    ---------     ---------------------------------------
 <S>               <C>                      <C>                 <C>          <C>
 Colombia          Bogota                   Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
                   Barrarquilla                                 05/96        Administrative
                   Medellin                                     11/96        Distribution

 France            Avon                                         11/96        Administrative Office
                   Chateauroux              Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
 
 Georgia           Athens                                       03/96        Manufacturing
                   Columbus                 Owned                            Distribution
                   Manchester               Owned                            Manufacturing
                   Peachtree City           Owned                            Administrative Office

 Germany           Muhltal                  Owned                            Manufacturing

 Great Britain     Dunstable                                    02/05        Distribution and Administrative Office
                   King's Lynn              Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
                   Slough                                       06/07        Administrative Office
                   Sunderland                                   11/99        Distribution
                   Sunderland                                   12/00        Distribution
                   Sunderland               Owned                            Manufacturing

 Hawaii            Kapolei                                      06/00        Manufacturing

 Illinois          Bedford Park                                 08/96        Manufacturing, Distribution and
                                                                             Administrative Office
                   Bellwood                                     11/99        Distribution and Administrative Office

                   Bellwood                 Owned                            Manufacturing
                   Freeport                 Owned                            Distribution and Administrative Office

                   Freeport                                     12/96        Distribution and Administrative Office
                   Mundelein                                    12/98        Manufacturing and Administrative Office
                   Rockford                                     M-T-M        Manufacturing, Distribution and
                                                                             Administrative Office
                   Rockford                 Owned                            Manufacturing
                   South Holland                                12/96        Manufacturing
                   Vernon Hills                                 02/97        Manufacturing
                   Waukegan                                     07/98        Distribution

 Indiana           Lowell                   Owned                            Manufacturing, Distribution and
                                                                             Administrative Office

 Italy             Milan                                        12/01        Distribution and Administrative Office

 Kansas            Salina                                       06/96        Manufacturing and Distribution

 Kentucky          Georgetown               Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
</TABLE>


<PAGE>  16

<TABLE>
<CAPTION>
                                                                Exp. Date
    Location               City                  Owned         If Leased                General Character
 -------------     --------------------    ----------------    ---------     ---------------------------------------
 <S>               <C>                      <C>                 <C>          <C>
 Mexico            Durango                                      M-T-M        Manufacturing, Distribution and
                                                                             Administrative Office
                   Tlalnepantla                                 M-T-M        Manufacturing, Distribution and
                                                                             Administrative Office

 Michigan          St. Joseph               Owned                            Manufacturing, Distribution and
                                                                             Administrative Office

 Minnesota         Coon Rapids              Owned                            Manufacturing
                   Eagan                                        01/99        Distribution
                   St. Paul                 Owned                            Manufacturing and Administrative Office

 Missouri          Fenton                                       12/99        Administrative Office
                   Jackson                  Owned                            Manufacturing and Administrative Office
                   Kansas City                                  12/05        Manufacturing, Distribution and
                                                                             Administrative Office

 Nebraska          Omaha                                        09/96        Distribution

 New Jersey        Newark                   Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
                   Parsippany                                   08/97        Administrative Office
                   Rockaway                                     03/97        Manufacturing

 New York          Medina                   Owned                            Manufacturing, Distribution and
                                                                             Administrative Office
                   Ogdensburg               Owned                            Manufacturing and Distribution
                   Orangeburg                                   01/98        Manufacturing and Distribution

 North Carolina    High Point               Owned                            Manufacturing and Administrative Office
                   Statesville              Owned                            Manufacturing and Distribution

 Ohio              Bremen                   Owned                            Manufacturing
                   Lancaster                                    M-T-M        Manufacturing, Distribution and
                                                                             Administrative Office

 Pennsylvania      Ambridge                                     M-T-M        Distribution
                   Monaca                   Owned                            Manufacturing and Administrative Office

 Puerto Rico       Carolina                                     06/98        Distribution and Administrative Office
                   Clinton                                      05/97        Manufacturing and Distribution
                   Greenwood                                    M-T-M        Distribution

 South Carolina    Joanna                                       06/96        Manufacturing and Distribution

 Spain             Las Rozas, Madrid                            12/96        Administrative Office

 Tennessee         Brentwood                                    12/97        Administrative Office
                   Johnson City                                 M-T-M        Manufacturing and Distribution
</TABLE>


<PAGE>  17

<TABLE>
<CAPTION>
                                                               Exp. Date
    Location               City                  Owned         If Leased                General Character
 -------------     --------------------    ----------------    ---------     ---------------------------------------
 <S>              <C>                      <C>                 <C>          <C>
 Tennessee        Lewisburg                Owned                            Manufacturing, Distribution and
                                                                            Administrative Office
                  Memphis                                      01/98        Distribution and Administrative Office
                  Shelbyville              Owned                            Manufacturing, Distribution and
                                                                            Administrative Office
                  Tullahoma                                    09/96        Distribution

 Texas            Taylor                   Owned                            Manufacturing, Distribution and
                                                                            Administrative Office
                  Laredo                                       M-T-M        Distribution
 Utah             Ogden                    Owned                            Manufacturing
                  Salt Lake City                               04/98        Manufacturing

 est Virginia     Weirton                                                   Manufacturing

 Wisconsin        Beloit                   Owned                            Administrative Office
                  Chilton                  Owned                            Manufacturing
                  Madison                                      07/96        Manufacturing, Distribution and
                                                                            Administrative Office
                  Manitowoc                                    04/97        Distribution and Administrative Office
                  Manitowoc                Owned                            Manufacturing
                  South Milwaukee                              06/97        Distribution
                  St. Francis              Owned                            Manufacturing, Distribution and
                                                                            Administrative Office
</TABLE>


<PAGE>  18


Item 3.  Legal Proceedings
- --------------------------

     Information regarding legal proceedings is included in note 14 to
the consolidated financial statements and is hereby incorporated by
reference herein.


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

     There were no matters submitted to a vote of the Company's
security holders during the fourth quarter of fiscal year 1995.

Supplementary Item - Executive Officers of the Registrant as of
12/31/95

NAME                     AGE       PRESENT POSITION WITH THE COMPANY
- -----                    ---       ---------------------------------

William P. Sovey         62        Vice Chairman and Chief Executive 
                                   Officer

Thomas A. Ferguson, Jr.  48        President and Chief Operating 
                                   Officer

Donald L. Krause         56        Senior Vice President-Corporate
                                   Controller

William T. Alldredge     55        Vice President-Finance

Richard C. Dell          49        Group President

William J. Denton        51        Group President

William K. Doppstadt     63        Vice President-Personnel Relations

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

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

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

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

<PAGE>  19


Richard C. Dell has been Group President since June 1992.  He was
President of Amerock from November 1989 to June 1992.  He was
President of EZ Paintr from September 1987 to November 1989.

William J. Denton has been Group President since March 1990.  From
April 1989 to March 1990, he was Vice President-Corporate Controller. 
He was President of Anchor Hocking Glass from August 1987 to April
1989.  

William K. Doppstadt has been Vice President-Personnel Relations of
the Company since 1974.

<PAGE>  20



                                PART II


Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters
          -------------------------------------------------

     The Company's common stock is listed on the New York and Chicago
Stock Exchanges (symbol: NWL).  The following table sets forth the
high and low sales prices of the common stock on the New York Stock
Exchange Composite Tape (as published in the Wall Street Journal) for
the calendar periods indicated as adjusted for the two-for-one stock
split discussed below.

                           Year Ended December 31,

                          1995                 1994     
                    --------------       --------------
                    High       Low       High       Low
                    ----       ---       ----       ----

     Quarters:
     First        $25 1/2   $20 5/8   $21 13/16  $19 1/8
     Second        25        22 1/4    23 1/4     19
     Third         26 1/4    23 5/8    23 7/8     21 7/8
     Fourth        27 1/4    23 43/64  22 3/8     20 1/2   

     On December 31, 1995 there were 12,518 record holders of the
Company's common stock.

     The Company has paid regular cash dividends on its common stock
since 1947.  On May 12, 1994, the quarterly cash dividend was
increased to $0.10 per share from the $0.09 per share that had been
paid since May 13, 1993.  The quarterly cash dividend was again
increased to $0.12 per share on May 11, 1995. 

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

<PAGE>  21



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

     The following is a summary of certain consolidated financial
information relating to the Company.  The summary has been derived in
part from, and should be read in conjunction with, the consolidated
financial statements of the Company included elsewhere in this report
and the schedules thereto.

                                     Year Ended December 31,
                          1995       1994       1993       1992       1991
                          ----       ----       ----       ----       ----
                                (In millions, except per share data)
INCOME STATEMENT DATA
Net sales              $2,498.4   $2,074.9   $1,645.0   $1,451.7   $1,259.0
Cost of products sold   1,715.6    1,403.8    1,101.7      997.3      845.6
                       --------   --------   --------   --------    --------

  Gross income            782.8      671.1      543.3      454.4      413.4
Selling, general
  and administrative 
  expenses                363.3      313.2      257.2      201.1      182.2
Restructuring costs           -          -          -       20.9          -
                        -------    --------   -------    -------     -------

  Operating income        419.5      357.9      286.1      232.4      231.2
Nonoperating expenses
 (income):
  Interest expense         49.8       30.0       19.1       20.4       13.2
  Other                    (1.1)      (1.4)      (8.5)     (65.6)      (6.0)
                        -------     -------    -------   -------      ------
    Net                    48.7       28.6       10.6      (45.2)       7.2
                        -------     -------    -------   -------      ------

  Income before income 
   taxes and cumulative 
   effect of accounting 
   change                 370.8      329.3      275.5      277.6      224.0
Income taxes              148.3      133.7      110.2      114.3       88.4
                        -------    -------    -------    -------    --------
  Net income before
   cumulative effect
   of accounting
   change                 222.5      195.6      165.3      163.3      135.6
  Cumulative effect of
   accounting change          -          -          -      (44.2)         -
                        -------    -------    -------    -------    --------

  Net income           $  222.5   $  195.6   $  165.3   $  119.1   $  135.6
                        =======    =======    =======    =======    ========

<PAGE>  22


Item 6.  Selected Financial Data (Cont.)

                                      Year Ended December 31,
         
                          1995       1994       1993       1992       1991
                          ----       ----       ----       ----       ----

EARNINGS PER SHARE DATA
  Before cumulative 
   effect of
   accounting change      $1.41      $1.24      $1.05     $ 1.05      $0.89
  Cumulative effect of
   accounting change          -          -          -      (0.29)         -  
                        -------    -------    -------    -------    ------- 

  Earnings per share      $1.41      $1.24      $1.05      $0.76      $0.89 
                        =======    =======    =======    =======    =======   

Cash dividends per 
 share                    $0.46      $0.39      $0.35      $0.30      $0.30
                        =======    =======    =======    =======    =======   

WEIGHTED AVERAGE SHARES  158.2      157.8      157.3      155.8      151.5
            

BALANCE SHEET DATA

Inventories           $  509.2   $  420.7   $  301.0   $  226.2   $  215.3  

Working Capital          452.6      133.6       76.7      219.5      187.9  

Total assets           2,931.2    2,488.3    1,952.9    1,569.6    1,187.5  

Short-term debt          163.0      309.1      247.2       97.1        2.1  

Long-term debt, net of 
 current maturities      761.6      409.0      218.1      176.8      176.6  

Stockholders' equity   1,300.1    1,125.3      979.1      859.4      728.8  

<PAGE>  23


1992
_____

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

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

1993
- ----

     On April 30, 1993, the Company acquired substantially all of the
assets of Levolor Corporation ("Levolor"), a manufacturer and
distributor of decorative window coverings.  The purchase price was
$72.5 million in cash.  On September 22, 1993, the Company acquired
Lee Rowan Co. ("Lee Rowan"), a manufacturer and marketer of coated
wire storage and organization products.  The purchase price was $73.5
million in cash.  On November 9, 1993, the Company acquired Goody
Products, Inc. ("Goody"), a manufacturer and marketer of personal
consumer products including hair accessories and beauty organizers. 
The purchase price, excluding the cost of Goody common stock that the
Company owned prior to the acquisition, was $147.1 million in cash.  

     These transactions were accounted for as purchases.  The results
are included in the accompanying consolidated financial statements
since their respective dates of acquisition.  The cost of the 1993
acquisitions was allocated to the fair market value of assets acquired
and liabilities assumed and resulted in trade names and goodwill of
approximately $208.2 million.

<PAGE>  24


1994
- ----

     On August 29, 1994, the Company acquired Home Fashions,
Inc.("HFI"), a manufacturer and marketer of decorative window
coverings, including vertical blinds and pleated shades sold under the
Del Mar and LouverDrape brand names.  The purchase price was $130.4
million in cash.  This company was combined with Levolor and together
they are operated as a single entity called Levolor Home Fashions.  On
October 18, 1994, the Company acquired Faber-Castell Corporation, a
maker and marketer of markers and writing instruments, including wood-
cased pencils and rolling ball pens, whose products are marketed under
the Eberhard Faber brand name ("Eberhard Faber").  The purchase price
was $137.3 million in cash.  This company was combined with Sanford
and together they are operated as single entity called Sanford.  On
November 30, 1994, the Company acquired the European consumer products
business of Corning Incorporated (now known as "Newell Europe").  This
acquisition included Corning's consumer products manufacturing
facilities in England, France and Germany, the European trademark
rights and product lines for Pyrex, Pyroflam and Visions brands in
Europe, the Middle East and Africa, and Corning's consumer
distribution network throughout these areas (Pyrex and Visions are
registered trademarks of Corning Incorporated).  Additionally, the
Company became the distributor in Europe, the Middle East and Africa
for Corning's U.S.-manufactured cookware and dinnerware brands.  The
purchase price was $87.8 million in cash.  

     These transactions were accounted for as purchases.  The results
of operations are included in the accompanying consolidated financial
statements since their respective dates of acquisition.  The cost of
the 1994 acquisitions was allocated to the fair market value of assets
acquired and liabilities assumed and resulted in trade names and
goodwill of approximately $197.8 million.  The allocations of cost
were completed in 1995 with no material adjustments to the financial
statements.

1995
- ----

     On September 29, 1995, the Company acquired Decorel Incorporated
("Decorel"), a manufacturer and marketer of ready-made picture frames. 
The purchase price was $29.6 million in cash.  On November 2, 1995,
the Company acquired Berol Corporation ("Berol"), a designer,
manufacturer and marketer of markers and writing instruments.  The
purchase price was $118.8 million in cash.  This company will be
combined into Sanford. 

     These transactions were accounted for as purchases.  The results
of operations are included in the accompanying consolidated financial
statements since their respective dates of acquisition.  The cost of
the 1995 acquisitions was allocated on a preliminary basis to the fair
market value of assets acquired and liabilities assumed and resulted
in trade names and goodwill of approximately $188.3 million.  The

<PAGE>  25


final adjustments to the purchase price allocations are not expected
to be material to the financial statements.
 
     The unaudited consolidated results of operations for the years
ended December 31, 1995 and 1994 on a pro forma basis, as though
Berol, Decorel, Eberhard Faber, HFI and Newell Europe each had been
acquired on 

January 1, 1994, are as follows:
                                       Year Ended December 31,
                                       -----------------------
                                           1995          1994
                                           ----          ----
                                 (In millions, except per share data)
     Net sales                         $2,732.3      $2,767.7
     Net income                           218.3         195.1
     Earnings per share                    1.38          1.24

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

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

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

<PAGE>  26


QUARTERLY SUMMARIES

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

Calendar Year            1st        2nd         3rd         4th      Year
- -------------          ------     -------      -------    -------    -----
                         (In millions, except per share data)
     1995
     ----

Net sales           $  556.6    $  621.3    $  651.3   $  669.2     $2,498.4

Gross income           166.8       189.5       207.2      219.3        782.8

Net income              36.1        54.9        65.1       66.4        222.5  

Earnings per share        .23         .35         .41        .42         1.41

     1994
     ----

Net sales           $  443.5    $  493.5    $  553.2   $  584.7     $2,074.9

Gross income           134.8       159.9       179.2      197.2        671.1

Net income              31.5        44.0        58.0       62.1        195.6  

Earnings per share        .20         .28         .37        .39         1.24

     1993
     ----

Net sales           $  334.2    $  372.7    $  456.7    $  481.4    $1,645.0  

Gross income           104.5       121.7       149.1       168.0       543.3  

Net income              27.7        34.5        47.6        55.5       165.3  

Earnings per share        .18         .22         .30         .35        1.05

<PAGE>  27



Item 7.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition
- ------------------------------------------------------------

     The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
the Company's consolidated results of operations and financial
condition.  The discussion should be read in conjunction with the
consolidated financial statements and notes thereto. 

RESULTS OF OPERATIONS

     The following table sets forth for the period indicated items
from the Consolidated Statements of Income as a percentage of net
sales.

                                                   Year Ended December 31,
                                                 1995        1994        1993
                                                 ----        ----        ----

Net sales                                       100.0%      100.0%      100.0%
Cost of products sold                            68.7        67.7        67.0 
                                                 -----       -----       ----- 
  Gross income                                   31.3        32.3        33.0

Selling, general 
 and administrative expenses ("SG&A")            14.5        15.1        15.6
                                                 -----       -----       ----- 

  Operating income                               16.8        17.2       17.4

Nonoperating expenses (income):
 Interest expense                                 2.0         1.4         1.1
 Other                                             -        (0.1)       (0.5)
                                                 -----       -----       ----- 
   Net                                            2.0         1.3         0.6
                                                 -----       -----       ----- 

  Income before income taxes                     14.8        15.9        16.8

Income taxes                                      5.9         6.5         6.7
                                                 -----       -----       ----- 
  Net income                                      8.9%        9.4%       10.1%
                                                 =====       =====       =====

<PAGE>  28


1995 vs. 1994

     Net sales for 1995 were $2,498.4 million, representing an
increase of $423.5 million or 20.4% from 1994.  Net sales for each of
the Company's product groups (and the primary reasons for the
increases) were as follows, in millions:

                        Year Ended December 31,            Primary Reasons
                      1995        1994      % Change         for Increases
                      ----        ----      --------       ---------------

Housewares         $  819.6    $  691.8       18.5%     Newell Europe November 
                                                        1994 acquisition

Home Furnishings      732.3       642.8       13.9      Decorel September 
                                                        1995 acquisition
                                                        HFI August 1994
                                                        acquisition

Office Products       582.2       383.2       51.9      Berol November
                                                        1995 acquisition 
                                                        Eberhard Faber October
                                                        1994 acquisition
                                                        9% internal sales growth

Hardware & Tools      364.3       357.1        2.0      Internal sales growth
                   --------    --------       ----
                   $2,498.4    $2,074.9       20.4%
                   ========     ========       ====

      The overall increase in net sales was primarily attributable to
the 1995 acquisitions of Decorel and Berol, and the 1994 acquisitions
of HFI, Eberhard Faber and Newell Europe (all of which are described
in note 2 to the consolidated financial statements).  Internal sales
growth is defined as growth from continuing businesses owned more than
two years ("core businesses"), including minor acquisitions.  Internal
sales growth was lower than expected in 1995 due to a sluggish retail
environment.

     Gross income as a percent of net sales for 1995 was 31.3% versus
32.3% in 1994.  The decrease was due to lower than average gross
margins from the businesses acquired in 1994 and 1995.

     SG&A as a percent of net sales in 1995 was 14.5% versus 15.1% in
1994.  The decrease was due to lower spending at the Company's core
businesses and low levels of SG&A at Eberhard Faber.

<PAGE>  29


     Net nonoperating expenses for 1995 were $48.7 million in 1995
versus $28.6 million in 1994.  Net nonoperating expenses are
summarized as follows, in millions:

                                           Year Ended December 31,        
                                    ----------------------------------
                                     1995           1994        Change
                                    -----           ----        ------

Interest expense (1)                $49.8          $30.0       $ 19.8 
Interest income                      (1.9)          (1.0)        (0.9)
Trade names and 
 goodwill amortization               19.3           15.4          3.9
Dividend income                     (12.8)         (12.6)        (0.2)
Equity earnings in American Tool
 Companies, Inc. (the Company
 has a 49% ownership interest)       (6.0)          (5.7)        (0.3)
Write-down in carrying value
 of a long-term foreign
 investment accounted for
 under the equity method (2)         16.0              -         16.0
Net gain on marketable
 equity securities                  (15.8)          (0.4)       (15.4)
Other                                 0.1            2.9         (2.8)
                                    -----          ------       ------
                                    $48.7          $28.6        $20.1
                                    =====          =====        =====

(1)  Increase was due to the 1994 and 1995 cash acquisitions which
     were funded with increased debt.

(2)  During the second quarter, the Company initiated a plan to
     dispose of the foreign investment and has reduced its investment
     to the net realizable value.

     The effective tax rate was 40.0% in 1995 and 40.6% in 1994.  See
note 11 to the consolidated financial statements for an explanation of
the effective tax rate.

     Net income for 1995 was $222.5 million, representing an increase
of $26.9 million or 13.8% from 1994.  Earnings per share for 1995 were
up 13.7% to $1.41 versus $1.24 in 1994.  The increases in net income
and earnings per share were primarily attributable to contributions
from the 1994 and 1995 acquisitions and increased operating margins at
core businesses, net of increases in net nonoperating expenses.

<PAGE>  30


1994 vs. 1993:

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

                         Year Ended December 31,            Primary Reasons
                      1994        1993      %Change          for Increases
                      ----        ----      ------          ---------------

Housewares         $  691.8    $  528.8       30.8%     Goody November 1993
                                                        acquisition
                                                        5% internal sales growth

Home Furnishings      642.8       425.5       51.1      Levolor April 1993
                                                        acquisition
                                                        Lee Rowan September
                                                        1993 acquisition
                                                        HFI August 1994
                                                        acquisition

                                                        10% internal sales
                                                        growth

Office Products       383.2       340.7       12.5      Eberhard Faber October
                                                        1994 acquisition
                                                        6% internal sales growth

Hardware & Tools      357.1       335.3        6.5      Internal sales growth

Sold Businesses           -        14.7        N/A 
                   --------    --------       ------
                   $2,074.9    $1,645.0       26.1%
                    =======     =======       ====

      The overall increase in net sales was primarily attributable to
the 1993 acquisitions of Levolor, Lee Rowan and Goody and the 1994
acquisitions of HFI and Eberhard Faber (all of which are described in
note 2 to the consolidated financial statements), and internal sales
growth.  "Sold Businesses" represents the sales in 1993 of Counselor,
which was divested in October 1993.

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

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

     Net nonoperating expenses for 1994 were $28.6 million versus
$10.6  million in 1993.  Net nonoperating expenses are summarized as
follows, in millions:

<PAGE>  31


                                           Year Ended December 31,
                                    ----------------------------------
                                     1994           1993        Change
                                    -----          -----       -------

Interest expense (1)                $30.0          $19.1        $10.9 
Interest income                      (1.0)          (0.9)        (0.1)
Trade names and 
 goodwill amortization               15.4           10.1          5.3
Dividend income                     (12.6)         (12.9)         0.3 
Equity earnings in American Tool
 Companies, Inc.                     (5.7)          (3.8)        (1.9)
Net gain on marketable    
 equity security                     (0.4)                       (0.4)
Other                                 2.9           (1.0)         3.9
                                    -----          -----        ----- 
                                    $28.6          $10.6        $18.0
                                    =====          =====        =====

(1) Increase was due to the 1993 and 1994 cash acquisitions which were
funded primarily with debt.

     The effective tax rate was 40.6% in 1994 and 40.0% in 1993.  See
note 11 to the consolidated financial statements for an explanation of
the effective tax rate.

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


LIQUIDITY AND CAPITAL RESOURCES

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

     Operating activities provided net cash of $276.7 million during
1995, an increase of $38.3 million from $238.4 million in 1994.  This
change was primarily due to the increase in net income and
depreciation and amortization.

     The Company has short-term foreign and domestic lines of credit
with various banks and a commercial paper program which are available
for short-term financing.  Under the line of credit arrangements, the
Company may borrow up to $280.2 million (of which $170.7 million was
available at December 31, 1995) based upon such terms as the Company
and the respective banks have mutually agreed upon.  Committed lines
of credit compose $134.5 million of the total line of credit

<PAGE>  32


arrangements.  Borrowings under the Company's uncommitted lines of
credit are subject to the discretion of the lender.

     At December 31, 1995 the Company had outstanding $345.0 million
(principal amount) of medium-term notes with maturities ranging from
one to five years at an average rate of interest equal to 6.3%.  The
Company had outstanding $186.0 million on December 31, 1994 and $153.0
million of medium-term notes on December 31, 1993.

     In June 1995, the Company entered into a five-year $550.0 million
revolving credit agreement and a $200.0 million, 364-day revolving
credit agreement (and terminated its existing revolving credit
agreements).  Under these agreements, the Company may borrow, repay
and reborrow funds in an aggregate amount up to $750.0 million, at a
floating interest rate.  At December 31, 1995, there were no
borrowings under the revolving credit agreements.

     In lieu of borrowings under the revolving credit agreements, the
Company may issue up to $750.0 million of commercial paper.  The
Company's revolving credit agreements referred to above provide the
committed backup liquidity required to issue commercial paper. 
Accordingly, commercial paper may only be issued up to the amount
available under the Company's revolving credit agreements.  At
December 31, 1995, $448.6 million (face or principal amount) of
commercial paper was outstanding, all of which was supported by the
five-year revolving credit agreements.  The entire amount is
classified as long-term debt.

     As of January 23, 1996, the Company has a universal shelf
registration statement under which the Company may issue up to $500
million of debt and equity securities, subject to market conditions.

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

     Capital expenditures were $82.6 million, $66.0 million and $58.9
million in 1995, 1994 and 1993, respectively.

     The Company has paid regular cash dividends on its common stock
since 1947.  On May 11, 1995, the quarterly cash dividend was
increased to $0.12 per share from the $0.10 per share that had been
paid since May 12, 1994.  Dividends paid during 1995, 1994 and 1993
were $72.8 million, $61.5 million and $54.3 million, respectively.  In
August 1994, the Company's Board of Directors declared a two-for-one
common stock split in the form of a 100% stock distribution of the
Company's common stock, which was paid on September 1, 1994 to
stockholders of record on August 15, 1994.  All per share data has
been adjusted to reflect the two-for-one stock split.

     Retained earnings increased in 1995, 1994 and 1993 by $149.7
million, $134.0 million and $111.1 million, respectively.  The average
dividend payout ratio to common stockholders in 1995, 1994 and 1993
was 33%, 31% and 33%, respectively.

<PAGE>  33


     In 1995, the Company acquired Decorel, Berol and completed other
minor acquisitions for $203.9 million.  In 1994 and 1993, the Company
completed acquisitions with a total cost of $362.8 million and $332.1
million, respectively.  All of these acquisitions were accounted for
as purchases and were paid for with proceeds obtained from the
issuance of commercial paper, medium-term notes, notes payable under
the Company's lines of credit or  shares of the Company's common
stock.

     The increases in current assets, current liabilities, property,
plant and equipment and trade names and goodwill during 1995, 1994 and
1993 were primarily due to the acquisitions occurring in those years.

     Working capital at December 31, 1995 was $452.6 million compared
to $133.6 million at December 31, 1994 and $76.7 million at December
31, 1993.  The current ratio at December 31, 1995 was 1.67:1 compared
to 1.17:1 at December 31, 1994 and 1.13:1 at December 31, 1993.  The
working capital and current ratio increased in 1995 as a result of
increased current assets related to acquired businesses coupled with
lower levels of short-term debt. Total debt to total capitalization
(net of cash and cash equivalents) was .40:1 at December 31, 1995,
 .38:1 at December 31, 1994 and .32:1 at December 31, 1993.

     The Company believes that cash provided from operations and
available borrowing facilities will continue to provide adequate
support for the cash needs of existing businesses; however, certain
events, such as significant acquisitions, could require additional
external financing. 

     In 1995, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of."  This statement has not been
adopted by the Company and management believes that the adoption of
this statement in 1996 will not be material to the consolidated
financial statements.

     In 1995, the FASB also issued SFAS No. 123, "Accounting for Stock
Based Compensation".  The Company will adopt this statement in 1996
which will require additional disclosures in the footnotes to the
consolidated financial statements.  Management believes the adoption
of this statement will not be material to the consolidated financial
statements.

Environmental Matters
- ---------------------

     The Company is involved in various environmental remediation and
other compliance activities, including activities arising under the
federal Comprehensive Environmental Response, Compensation and
Liability Act ("Superfund") and similar state statutes.  Certain
information regarding these activities is included in note 14 to the
consolidated financial statements.  Based on information currently
available to it, the Company has estimated that remediation costs

<PAGE>  34


associated with these activities will be between $11.0 million and
$15.6 million.  As of December 31, 1995, the Company had a reserve
equal to $13.8 million for such remediation costs in the aggregate. 
Because of the uncertainties associated with environmental assessment
and remediation activities, the possibility that sites could be
identified in the future that require environmental remediation and
the possibility of additional sites as a result of businesses
acquired, actual costs to be incurred by the Company may vary from the
Company's estimates.  Subject to difficulties in estimating future
environmental costs, the Company does not expect that any sums it may
have to pay in connection with environmental matters in excess of
amounts reserved will have a material adverse effect on its
consolidated financial statements. 

Outlook
- -------

     The Company's primary financial goals are to maintain return on
beginning equity at 20% or above and increase earnings per share
("EPS") an average of 15% per year, while maintaining a prudent ratio
of total debt to total capital ("leverage").  The Company has achieved
these goals over the last ten years, averaging 21% ROE, increasing EPS
20% and averaging 26% leverage.  The factors affecting the Company's
ability to achieve these goals in the future will be the rates of
internal and acquisition growth.

     In terms of internal growth, the Company has achieved an average
of 5% internal sales growth over the last five years, and at the same
time, has improved its core business operating margins.  Internal
sales growth has been under pressure recently, however, as a result of
a sluggish retail environment and continuing competition and
consolidation among the Company's volume purchasers.  Over the longer
term, economic trends will continue to affect the Company's internal
growth prospects.

     In terms of acquisition growth, since 1990 the Company has more
than doubled its size, acquiring businesses with annual sales of
almost $2 billion.  The rate at which the Company can integrate these
recent acquisitions, in order to meet the Company's high standards of
profitability, may affect near-term EPS growth.  Over the longer term,
the Company's ability to make and integrate strategic acquisitions
will impact the EPS growth rate.

<PAGE>  35



I
tem 8.  Financial Statements and Supplementary Data
- ----------------------------------------------------


Report of Independent Public Accountants
- ----------------------------------------

To the Stockholders and Board of Directors of Newell Co.:

We have audited the accompanying consolidated balance sheets of Newell
Co. (a Delaware corporation) and subsidiaries as of December 31, 1995,
1994 and 1993, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the
period ended December 31, 1995.  These consolidated financial
statements are the responsibility of Newell Co.'s management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Newell Co.
and subsidiaries as of December 31, 1995, 1994 and 1993, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in Part IV

Item 14(a)(2) of this Form 10-K is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not a part
of the basic financial statements.  This schedule has been subjected
to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
January 27, 1996.

<PAGE>  36


                      NEWELL CO. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME


                                           Year Ended December 31,
                                      1995          1994          1993
                                      ----          ----          ----
                                 (In thousands, except per share amounts)

Net sales                          $2,498,414    $2,074,934    $1,645,036
Cost of products sold               1,715,585     1,403,786     1,101,720
                                   ----------    ---------      ---------
     GROSS INCOME                     782,829       671,148       543,316

Selling, general and 
 administrative expenses              363,356       313,283       257,186
                                   ----------    ----------     ---------
     OPERATING INCOME                 419,473       357,865       286,130
                 

Nonoperating expenses (income):      
  Interest expense                     49,812        29,970        19,062
  Other                                (1,124)       (1,397)       (8,488)
                                  -----------     ---------     ---------
     Net                               48,688        28,573        10,574 
                                  -----------     ---------     ---------

     Income before income taxes       370,785       329,292       275,556

Income taxes                          148,314       133,717       110,222
                                  -----------     ---------      --------

     NET INCOME                    $  222,471    $  195,575    $  165,334
                                    =========     =========     =========

Earnings per share                      $1.41         $1.24         $1.05
                                         ====          ====          ====

Weighted average shares outstanding   158,212       157,774       157,269
                                      =======       =======       =======
  

See notes to consolidated financial statements.

<PAGE>  37


                      NEWELL CO. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

                                                      December 31,
                                              1995        1994         1993
                                              ----        ----         ----
                                                     (In thousands)
ASSETS

CURRENT ASSETS

  Cash and cash equivalents               $   58,771  $   14,892   $    2,866

  Accounts receivable, net                   390,296     335,806      256,468

  Inventories, net                           509,245     420,654      301,016

  Deferred income taxes                      107,499      90,063       73,461

  Prepaid expenses and other                  67,063      56,256       42,217
                                          ----------   ---------    ----------
      TOTAL CURRENT ASSETS                 1,132,874     917,671      676,028

MARKETABLE EQUITY SECURITIES                  53,309      64,740       48,974

OTHER LONG-TERM INVESTMENTS                  203,857     214,044      208,563

OTHER ASSETS                                 122,702     133,652      116,119

PROPERTY, PLANT AND EQUIPMENT, NET           530,285     454,597      370,382

TRADE NAMES AND GOODWILL                     888,215     703,572      532,881
                                          ----------   ---------   ----------
      TOTAL ASSETS                        $2,931,242  $2,488,276   $1,952,947
                                          ==========  ==========   ==========


See notes to consolidated financial statements.

<PAGE>  38


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


                                                      December 31,
                                             1995        1994         1993
                                            -----        -----        ----
                                      (In thousands, except per share amounts)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable                           $  104,017  $  209,720   $  189,003

  Accounts payable                           113,927     112,269       72,832
  Accrued compensation                        73,057      57,785       49,550
  Other accrued liabilities                  317,184     296,554      209,483
  Income taxes                                13,043       8,271       20,244
  Current portion of long-term debt           59,031      99,425       58,200
                                           ---------    --------      -------

      TOTAL CURRENT LIABILITIES              680,259     784,024      599,312

LONG-TERM DEBT                               761,578     408,986      218,090

OTHER NONCURRENT LIABILITIES                 158,321     152,697      156,400

DEFERRED INCOME TAXES                         30,987      17,243            -

STOCKHOLDERS' EQUITY
  Par value of common stock issued ($1 par)  158,626     157,844       78,793
  Additional paid-in capital                 190,860     175,218      249,588
  Retained earnings                          938,567     788,862      654,819
  Net unrealized gain on securities 
   available for sale                         15,912       9,868          N/A
  Cumulative translation adjustment           (3,868)     (6,466)      (4,055)
                                            --------   --------     ---------

       TOTAL STOCKHOLDERS' EQUITY          1,300,097   1,125,326     979,145
                                           ---------   ---------   ---------
TOTAL LIABILITIES AND 
  STOCKHOLDERS' EQUITY                    $2,931,242  $2,488,276   $1,952,947
                                           =========   =========    =========


See notes to consolidated financial statements.

<PAGE>  39


                      NEWELL CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31,
                                                  1995        1994        1993
                                                  ----        ----        -----
                                                        (In thousands)
OPERATING ACTIVITIES:
  Net income                                 $  222,471  $  195,575  $  165,334
  Adjustments to Reconcile Net
   Income to Net Cash Provided 
   by Operating Activities:
     Depreciation and amortization              101,722      72,485      64,262
     Deferred income taxes                       40,747      30,673      19,757
     Net gains(losses) on:      
       Sale of businesses                             -           -      (1,233)
       Marketable equity securities             (15,819)       (373)          - 
       Write-off of investment                   16,000           -           -
     Equity earnings of investment               (5,993)     (5,661)     (3,811)
   Changes in current accounts, excluding
    the effects of acquisitions and sale 
    of businesses:
     Accounts receivable                         16,380        (254)   (129,562)
     Inventories                                 (4,444)    (13,798)     (6,328)
     Other current assets                        (4,629)      4,187        (860)
     Accounts payable                           (14,941)     (5,626)     (4,508)
     Accrued liabilities and other              (74,752)    (38,782)    (72,920)
                                               --------     -------     -------
NET CASH PROVIDED BY OPERATING ACTIVITIES       276,742     238,426      30,131
                                               --------     -------     --------
INVESTING ACTIVITIES:                     
  Acquisitions, net                            (187,788)   (345,392)   (309,846)
  Expenditures for property, plant 
   and equipment                                (82,562)    (66,026)    (58,898)
  Sale of businesses                                  -           -     219,638
  Sale of marketable equity securities           37,324       1,053           -
  Purchase of other investments                       -           -      (1,660)
  Disposals of noncurrent assets and other        1,227       2,628     (16,141)
                                              ---------    --------    --------
NET CASH USED IN INVESTING ACTIVITIES          (231,799)   (407,737)   (166,907)
                                              ---------    --------    --------

<PAGE>  40


                NEWELL CO. AND SUBSIDIARIES (continued)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31,
                                                  1995        1994        1993
                                                  ----        ----        -----
                                                        (In thousands)
FINANCING ACTIVITIES:                     
  Proceeds from issuance of debt                315,191     402,708     232,852
  Proceeds from exercised stock options
    and other                                     7,100       2,799       5,216
  Payments on notes payable and
    long-term debt                             (250,589)   (162,638)    (72,154)
  Cash dividends                                (72,766)    (61,532)    (54,280)
                                               ---------    --------    --------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                            (1,064)    181,337     111,634 
                                               ---------    --------    --------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS  43,879      12,026     (25,142)
Cash and cash equivalents at beginning of year   14,892       2,866      28,008
                                               ---------    --------    --------
CASH AND CASH EQUIVALENTS AT END OF YEAR     $   58,771   $  14,892   $   2,866
                                               =========   =========    ========
Supplemental cash flow disclosures:
  Cash paid during the year for:
    Income taxes                             $  129,300   $ 115,900   $ 144,700
    Interest                                     44,800      31,100      18,900

See notes to consolidated financial statements.

<PAGE>  41


                      NEWELL CO. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                         Net
                                                                      Unrealized
                                                                       Gain on
                                                Add'l                 Securities     Cumulative
                                    Common     Paid-In    Retained    Available     Translation   
                                    Stock      Capital(1) Earnings     for Sale      Adjustment                        
                                   --------   --------    --------    ----------    ------------
                                                (In thousands, except per share amounts)
<S>                               <C>         <C>         <C>         <C>           <C>

Balance at December 31, 1992      $  78,338   $239,483    $543,765    $    N/A      $  (2,208)
   
Net income                                                 165,334
Cash dividends:
 Common stock $0.35 per share                              (54,280)                                               
Stock issued for acquisition             44      1,715           
Exercise of stock options               445      8,374            
Foreign currency translation   
 and other                              (34)        16                                 (1,847)
                                   --------   --------    --------    ----------    ------------

Balance at December 31, 1993         78,793    249,588     654,819         N/A         (4,055)            

Net income                                                 195,575
Fair value adjustment for      
 securities available for      
 sale at January 1, 1994                                                 3,353
Cash dividends:   
 Common stock $0.39 per share                              (61,532)
Stock split, form of 100%  
 stock dividend                      78,910    (78,910)       
Exercise of stock options               155      4,604                            
Change in net unrealized
 gain on securities      
 available for sale                                                      6,515
Foreign currency translation 
 and other                              (14)       (64)                                (2,411)
                                   --------   --------    --------    ----------    ------------
Balance at December 31, 1994        157,844    175,218     788,862       9,868         (6,466)
</TABLE>


<PAGE>  42

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

                                                                         Net
                                                                      Unrealized
                                                                       Gain on
                                                Add'l                 Securities     Cumulative
                                    Common     Paid-In    Retained    Available     Translation   
                                    Stock      Capital(1) Earnings     for Sale      Adjustment                        
                                   --------   --------    --------    ----------    ------------
                                                (In thousands, except per share amounts)
<S>                                <C>        <C>         <C>         <C>           <C>

Net income                                                 222,471
Cash dividends:   
 Common stock $0.46 per share                              (72,766)                       
Stock issued for acquisitions           381      8,943               
Exercise of stock options               412      6,759
Change in net unrealized
 gain on securities
 available for sale                                                      6,044
Foreign currency translation
 and other                              (11)       (60)                                 2,598
                                   --------   --------    --------    ----------    ------------
 
Balance at December 31, 1995       $158,626   $190,860    $938,567    $ 15,912       $ (3,868) 
                                   ========    =======     =======     =======        =======  


(1) Net of treasury stock (at cost) of $37, $134 and $161 as of December 31, 1993, 1994 and 1995, respectively.
</TABLE>







See notes to consolidated financial statements.

<PAGE>  43


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 1995, 1994 AND 1993


1)   SIGNIFICANT ACCOUNTING POLICIES

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

     Use of estimates:  The preparation of these financial statements
required the use of certain estimates by management in determining the
Company's assets, liabilities, revenue and expenses and related
disclosures.

     Revenue Recognition:  Sales of merchandise are recognized upon
shipment to customers.

     Disclosures about Fair Value of Financial Instruments:  The
following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

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

     Long-term Debt:  The fair value of the Company's long-term debt
     issued under the medium-term note program is estimated based on
     quoted market prices which approximate cost.  All other
     significant long-term debt are floating rate instruments whose
     carrying amounts approximate fair value.

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

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

     Allowances for Doubtful Accounts:  Allowances for doubtful
accounts at December 31, totalled $11.0 million in 1995, $10.9 million
in 1994 and $6.2 million in 1993.

     Inventories:  Inventories are stated at the lower of cost or
market value.  Cost of certain domestic inventories (approximately
89%, 87% and 83% of total inventories at December 31, 1995, 1994 and
1993, respectively) was determined by the "last-in, first-out"
("LIFO") method; for the balance, cost was determined using the
"first-in" first-out"("FIFO") method.

<PAGE>  44


     If the FIFO inventory valuation method had been used exclusively,
inventories would have been increased by $29.0 million, $12.3 million
and $9.2 million at December 31, 1995, 1994 and 1993, respectively.

     The components of inventories at the end of each year, net of the
LIFO reserve, were as follows:

                                               December 31, 
                                          1995     1994      1993
                                         ------   ------    ------
                                            (In millions)

     Materials and supplies              $147.7   $ 81.7    $ 71.3
     Work in process                       87.5     98.9      49.6
     Finished products                    274.0    240.1     180.1
                                         ------   ------    ------
                                         $509.2   $420.7    $301.0
                                          =====    =====     =====

     Reserves for excess and obsolete inventories at December 31
totalled $37.5 million in 1995, $27.0 million in 1994 and $19.3
million in 1993.

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

                                               December 31, 
                                          1995     1994      1993
                                         ------   ------    ------
                                            (In millions)

     Aggregate market value              $ 53.3   $ 64.7    $ 54.6
     Aggregate cost                        26.8     48.3      49.0
                                         ------   ------    ------
     Unrealized gain                     $ 26.5   $ 16.4    $  5.6
                                         ======   ======    ======

     Beginning January 1, 1994, long-term marketable equity securities
are carried at fair value with adjustments for fair value reported
separately as a component of stockholders' equity and excluded from
earnings.

     During 1995, the Company received proceeds of $37.3 million from
the sale of long-term marketable securities and recorded a gain of
$15.8 million on the sale.  Gains and losses on the sales of long-term
marketable securities are based upon the average cost of securities
sold.

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

<PAGE>  45


the common stock into which they are convertible.  These shares have
restrictions on disposition by the Company, and Black & Decker has the
option during the 90-day period beginning September 15, 2001, to
repurchase the remaining preferred shares and any common stock issued
upon conversion then held by the Company.  The estimated fair value of
this investment was $244.5 million at December 31, 1995. 

     The Company has a 49% ownership interest in American Tool
Companies, Inc., a manufacturer of hand tools and power tool accessory
products marketed primarily under the VISE-GRIP and IRWIN trademarks. 
This investment is accounted for on the equity method with a net
investment of $39.2 million included in Other Long-Term Investments at
December 31, 1995.

     Accounting Principles to be Adopted:  In 1995, the Financial
Accounting standards Board ("FASB") issued SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of."  This statement has not been adopted by the Company
and management believes that the adoption of this statement in 1996
will not be material to the consolidated financial statements.  

     In 1995, the FASB also issued SFAS No. 123, "Accounting for Stock
Based Compensation."  The Company will adopt this statement in 1996
which will require additional disclosures in the footnotes to the
consolidated financial statements.  Management believes the adoption
of this statement will not be material to the consolidated financial
statements.

<PAGE>  46


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

                                                December 31, 

                                           1995     1994      1993
                                           -----    ----      -----
                                                (In millions)

     Land                                $  16.2  $   9.6   $   7.1
     Buildings and improvements            194.8    164.8     136.5
     Machinery and equipment               647.8    515.8     419.1
                                           ------   ------    ------
                                           858.8    690.2     562.7  
     Allowance for depreciation           (328.5)  (235.6)   (192.3)
                                           ------   ------    ------
                                         $ 530.3  $ 454.6   $ 370.4
                                           ======   ======    ======

     The components of depreciation are provided by annual charges to
income calculated to amortize, principally on the straight-line basis,
the cost of the depreciable assets over their depreciable lives. 
Estimated useful lives determined by the Company are as follows:

          Buildings and improvements     20-40 years

          Machinery and equipment         5-12 years 

Replacements and improvements are capitalized.  Expenditures for
maintenance and repairs are charged to expense.

     Trade Names and Goodwill:  Trade names and the excess of cost
over identifiable net assets of businesses acquired are being
amortized over 40 years on a straight-line basis.  Accumulated
amortization of trade names and goodwill was $76.3 million, $57.0
million and $42.1 million at December 31, 1995, 1994 and 1993,
respectively.

     Subsequent to an acquisition, the Company periodically evaluates
whether later events and circumstances have occurred that indicate the
remaining estimated useful life of goodwill may warrant revision or
that the remaining balance of goodwill may not be recoverable.  When
factors indicate that goodwill should be evaluated for possible
impairment, the Company uses an estimate of the relevant business
unit's undiscounted net income over the remaining life of the goodwill
in measuring whether the goodwill is recoverable.

<PAGE>  47


     Accrued Liabilities:  Accrued liabilities at the end of each year
included the following:
                                                December 31, 

                                           1995     1994      1993
                                           -----    ----      -----
                                                (In millions)

     Promotion accruals                   $ 82.6   $ 74.9    $ 53.4

     Accrued self-insurance liability       39.7     38.7      36.1

     The self-insurance accrual is primarily for workers' compensation
and is estimated based upon historical claim experience.

     Foreign Currency Translation:  Foreign currency translation gains
and losses were insignificant in 1995, 1994 and 1993.

     Reclassification:  Certain 1993 and 1994 amounts have been
reclassified to conform with the 1995 presentation.


2)   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

1993
- -----

     On April 30, 1993, the Company acquired substantially all of the
assets of Levolor Corporation ("Levolor"), a manufacturer and
distributor of decorative window coverings.  The purchase price was
$72.5 million in cash.  On September 22, 1993, the Company acquired
Lee Rowan Co. ("Lee Rowan"), a manufacturer and marketer of coated
wire storage and organization products.  The purchase price was $73.5
million in cash.  On November 9, 1993, the Company acquired Goody
Products, Inc. ("Goody"), a manufacturer and marketer of personal
consumer products including hair accessories and beauty organizers. 
The purchase price, excluding the cost of Goody common stock that the
Company owned prior to the acquisition, was $147.1 million in cash.

     These transactions were accounted for as purchases.  The results
of operations are included in the accompanying consolidated financial
statements since their respective dates of acquisition.  The cost of
the 1993 acquisitions was allocated to the fair market value of assets
acquired and liabilities assumed and resulted in trade names and
goodwill of approximately $208.2 million.

<PAGE>  48


1994
- -----

     On August 29, 1994, the Company acquired Home Fashions, Inc.
("HFI"), a manufacturer and marketer of decorative window coverings,
including vertical blinds and pleated shades sold under the Del Mar
and LouverDrape brand names.  The purchase price was $130.4 million in
cash.  This company was combined with Levolor and together they are
operated as a single entity called Levolor Home Fashions.  On October
18, 1994, the Company acquired Faber-Castell Corporation, a maker and
marketer of markers and writing instruments, including wood-cased
pencils and rolling ball pens, whose products are marketed under the
Eberhard Faber brand name ("Eberhard Faber").  The purchase price was
$137.3 million in cash.  This company was combined with Sanford and
together they are operated as a single entity called Sanford.  On
November 30, 1994, the Company acquired the European consumer products
business of Corning Incorporated (now known as "Newell Europe").  This
acquisition included Corning's consumer products manufacturing
facilities in England, France and Germany, the European trademark
rights and product lines for Pyrex, Pyroflam and Visions brands in
Europe, the Middle East and Africa, and Corning's consumer
distribution network throughout these areas (Pyrex and Visions are
registered trademarks of Corning Incorporated).  Additionally, the
Company became the distributor in Europe, the Middle East and Africa
for Corning's U.S.-manufactured cookware and dinnerware brands.  The
purchase price was $87.8 million in cash.  

     These transactions were accounted for as purchases.  The results
of operations are included in the accompanying consolidated financial
statements since their respective dates of acquisition.  The cost of
the 1994 acquisitions was allocated to the fair market value of assets
acquired and liabilities assumed and resulted in trade names and
goodwill of approximately $197.8 million.  The allocations of cost
were completed in 1995 with no material adjustments to the financial
statements.

1995
- -----

     On September 29, 1995, the Company acquired Decorel Incorporated
("Decorel"), a manufacturer and marketer of ready-made picture frames. 
The purchase price was $29.6 million in cash.  On November 2, 1995,
the Company acquired Berol Corporation ("Berol"), a designer,
manufacturer and marketer of markers and writing instruments.  The
purchase price was $118.8 million in cash.  This company will be
combined into Sanford.

     These transactions were accounted for as purchases.  The results
of operations are included in the accompanying consolidated financial
statements since their respective dates of acquisition.  The cost of
the 1995 acquisitions was allocated on a preliminary basis to the fair
market value of assets acquired and liabilities assumed and resulted
in trade names and goodwill of approximately $188.3 million.  The

<PAGE>  49


total adjustments to the purchase price allocation are not expected to
be material to the financial statements.    



     The unaudited consolidated results of operations for the years
ended December 31, 1995 and 1994 on a pro forma basis, as though
Berol, Decorel, HFI, Eberhard Faber and Newell Europe each had been
acquired on January 1, 1994, are as follows:


                                  Year Ended December 31, 
                             ---------------------------------------
                                      1995          1994
                                      ----          -----
                             (In millions, except per share amounts)

     Net sales                       $2,732.3       $2,767.7

     Net income                         218.3          195.1

     Earnings per share                  1.38           1.24


3)   CREDIT ARRANGEMENTS

     The Company has short-term foreign and domestic lines of credit
with various banks.  Under the line of credit arrangements, the
Company may borrow U.S. or foreign currencies up to $280.2 million (of
which $170.7 million was available at December 31, 1995) based upon
such terms as the Company and the respective banks have mutually
agreed upon.  Committed lines of credit compose $134.5 million of the
total line of credit arrangements.  Borrowings under the Company's
uncommitted lines of credit are subject to the discretion of the
lender.  Compensating balances on the Company's foreign and domestic
lines of credit are not material.

<PAGE>  50


     The following is a summary of borrowings under foreign and
domestic lines of credit: 

                                       1995       1994       1993
                                      ------     ------     ------
                                                (In millions)
     Notes payable to banks:

       Outstanding at year-end

       - borrowing                    $104.0     $ 92.6    $  50.3

       - average interest rate           6.6%       6.0%       3.3%

       Average for the year

       - borrowing                     102.4       21.5       37.3

       - average interest rate           6.7%       4.9%       3.3%

     Maximum borrowing outstanding
      during the year                  137.8      119.3      138.0


     The Company can also issue $750 million of commercial paper.  The
revolving credit facilities, as described in note 4 to the
consolidated financial statements, provide the committed backup
liquidity required to issue commercial paper.  The entire amount of
commercial paper is classified as long-term under the five-year
revolving credit agreement.  The following is a summary of commercial
paper:

                                       1995       1994       1993
                                      ------     ------     ------
                                                (In millions)
     Commercial paper:

       Outstanding at year-end
       - borrowing                    $448.6     $417.1     $138.7
       - average interest rate           5.8%       6.0%      3.3%

       Average for the year
       - borrowing                     410.4      324.8       4.4
       - average interest rate           6.0%      4.4%       3.3%

     Maximum borrowing outstanding
     during the year                   500.0     479.0      138.7

<PAGE>  51



4)   LONG-TERM DEBT

     The following is a summary of long-term debt:

                                               December 31, 

                                        1995       1994        1993
                                       ------     ------      ------
                                                (In millions)

     Medium-term notes                 $345.0     $186.0      $153.0

     Revolving Credit Agreement:  

       Commercial paper                 448.6      300.0           -

       Loans payable to banks              -          -        100.0

     Other long-term debt                27.0       22.4        23.3
                                       ------     ------      ------
                                        820.6      508.4       276.3

   Current portion                      (59.0)     (99.4)      (58.2)
                                       ------     ------      ------
                                       $761.6     $409.0      $218.1
                                       ======     ======      ======

     At December 31, 1995, the Company had outstanding $345.0 million
(principal amount) of medium-term notes with maturities ranging from
one to five years at an average rate of interest equal to 6.3%.

     In June 1995, the Company entered into a five-year $550.0 million
revolving credit agreement and a $200.0 million, 364-day revolving
credit agreement (and terminated its existing revolving credit
agreements).  Under these agreements, the Company may borrow, repay
and reborrow funds in an aggregate amount up to $750.0 million, at a
floating interest rate.  At December 31, 1995, there were no
borrowings under the revolving credit agreements.

     In lieu of borrowings under the revolving credit agreements, the
Company may issue up to $750.0 million of commercial paper.  The
Company's revolving credit agreements referred to above provide the
committed backup liquidity required to issue commercial paper. 
Accordingly, commercial paper may only be issued up to the amount
available under the Company's revolving credit agreements.  At
December 31, 1995, $448.6 million (face or principal amount) of
commercial paper was outstanding, all of which was supported by the
five-year revolving credit agreement.  The entire amount is classified
as long-term debt.

     The revolving credit agreements permit the Company to borrow
funds using Syndicated loans (Base Rate loans or Eurodollar loans),

<PAGE>  52


Money Market loans (LIBOR Market loans or Set Rate loans) or
Acceptance liabilities, as selected by the Company.  The terms of
these agreements require, among other things, that the Company
maintain a certain Total Debt to Total Capital Ratio and a minimum
Operating Income to Interest Expense Ratio, all capitalized terms as
defined in these agreements.  As of December 31, 1995, the Company was
in compliance with these agreements.

     The aggregate maturities of long-term debt outstanding at
December 31, 1995, are as follows:

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

                       1996                $59.0
                       1997                  3.3
                       1998                  1.3
                       1999                  8.3
                       2000                596.9
                     Thereafter            121.8     
                                    -----------------
                                          $820.6
                                           =====

     As of January 23, 1996, the Company has a universal shelf
registration statement under which the Company may issue up to $500
million of debt and equity securities, subject to market conditions.


5)   DERIVATIVE FINANCIAL INSTRUMENTS

     The Company has only limited involvement with derivative
financial instruments and does not use them for trading purposes. 
They are used to manage certain interest rate and foreign currency
risks. 

     Interest rate swap agreements are utilized to convert certain
floating rate debt instruments into fixed rate debt or to convert
certain floating rate debt based on federal funds rates to floating
rate debt based upon commercial paper rates.  As of December 31, 1995,
the Company was party to two interest rate swap agreements which
terminate in June 1996 and June 1998, respectively.  The first
agreement requires the Company to pay on a monthly basis the amounts
by which the commercial paper rate exceeds the Federal Funds rate on
$50.0 million of debt.  The second agreement has a principal value of
$100.0 million and converts one month LIBOR rate debt into fixed rate
debt with a rate of 5.5%.

     The Company uses forward exchange contracts to hedge certain
purchase commitments denominated in currencies other than the domestic
currency (primarily Japanese yen and U.S. dollar for the Company's

<PAGE>  53


Canadian subsidiary).  As of December 31, 1995, the Company had no
forward exchange contracts outstanding.

     The Company does not obtain collateral or other security to
support financial instruments subject to credit risk but monitors the
credit standing of the counterparties.  The market value of all the
Company's derivatives approximates their carrying values.


6)   LEASES

     The Company has minimum rental payments through the year 2007
under noncancellable operating leases as follows:



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

                 1996                  $25.1

                 1997                   18.5

                 1998                   11.8

                 1999                    7.5

                 2000                    4.7

              Thereafter                17.5
                                       -----
                                       $85.1
                                       =====


     Total rental expense for all operating leases was approximately
$38.3 million, $31.8 million and $26.0 million in 1995, 1994 and 1993,
respectively.


7)   EMPLOYEE BENEFIT RETIREMENT PLANS

     The Company and its subsidiaries have noncontributory pension and
profit sharing plans covering substantially all of its foreign and
domestic employees.  Pension plan benefits are generally based on
years of service and/or compensation.  The Company's funding policy is
to contribute not less than the minimum amounts required by the
Employee Retirement Income Security Act of 1974 or local statutes to
assure that plan assets will be adequate to provide retirement
benefits.  Due to the overfunded status of most of the pension plans,
contributions to these plans were insignificant during the past three
years.

<PAGE>  54


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

                                           Year Ended December 31, 
                                         ---------------------------
                                         1995       1994       1993
                                         ----       ----       ----

                                              (In millions)
Service cost-benefits earned
 during the year                        $ 14.3     $ 13.4     $  8.3 

Interest cost on projected 
 benefit obligation                       35.0       31.3       27.3 

Actual return on assets                  (64.0)     (31.3)     (42.7)

Net amortization and 
 other components                         17.5       (9.4)       6.8 
                                         -----      -----       -----
 Total pension plan
 expense (income)                       $  2.8     $  4.0     $  (.3)
                                         =====      =====      ===== 


     The principal actuarial assumptions used are as follows:

                                          1995       1994       1993
                                          ----       ----       ----
                                                (In percent)
Measurement of projected
 benefit obligation:

  Discount rate                           7.75%         8%      7.25%

  Long-term rate of 
   compensation increase                     5%         5%         5%

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

<PAGE>  55


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

                                         Plans Whose             Plans Whose
                                            Assets               Accumulated
                                            Exceed                 Benefits
                                         Accumulated                Exceed
                                           Benefits                 Assets    
                                       --------------            -------------

                                       1995      1994           1995      1994
                                       ----      ----           ----      ----

                                                    (In millions)

Actuarial present value of
 benefit obligations:
   Vested                            $329.0    $347.1          $ 89.2   $ 21.1
   Nonvested                           10.1      12.0            10.5      4.8
                                     ------    ------          ------   ------

     Accumulated benefit
      obligation                      339.1     359.1            99.7     25.9

Effect of projected future
 salary increases                      15.2      20.9            17.9      5.7
                                     ------    ------          ------   ------
     Projected benefit obligation     354.3     380.0           117.6     31.6

Plan assets at market value
 (primarily common stock and
  fixed income investments)           463.1     469.2            75.9      6.1
                                     ------    ------          ------   ------

Plan assets in excess of (less
 than) projected benefit obligation   108.8      89.2           (41.7)   (25.5)
 
Unrecognized transition (net asset)
 obligation                            (4.5)    (13.5)           (3.1)     1.7

Unrecognized prior service cost        (3.0)        -             1.1        -
Unrecognized net (gain)loss           (21.9)     (7.5)           11.3      5.1
                                     ------    ------          ------   ------
Net pension asset (liability)
 recognized in the consolidated
 balance sheets                      $ 79.4    $ 68.2          $(32.4)  $(18.7)
                                      =====     =====           =====    =====

      Total expense under all profit sharing plans were $5.5 million,
$4.5 million and $3.5 million for the years ended December 31, 1995,
1994 and 1993, respectively.

<PAGE>  56



8)   RETIREE HEALTH CARE

     Several of the Company's subsidiaries currently provide retiree
health care benefits for certain employee groups. 

     The components of the net postretirement health care cost are as
follows:
                                                      Year Ended December 31,
                                                       1995    1994    1993
                                                       ----    ----    ----
                                                           (In millions)
       Service cost-benefits attributed
          to service during the period                $ 1.7   $ 2.0   $ 1.1
       Interest cost on accumulated
          postretirement benefit obligation             7.5     7.3     8.1
          Net amortization and deferral                ( .5)      -       -
                                                       ----    ----    ----
             Net postretirement health care cost      $ 8.7   $ 9.3   $ 9.2
                                                      =====    ====    ====

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

                                                            December 31, 
                                                      1995      1994    1993
                                                     -------  -------  -------
                                                           (In millions)
        Accumulated postretirement 
          benefit obligation:
        Retirees                                    $ (67.4) $ (65.2) $ (73.0)
        Fully eligible active plan participants        (5.6)    (6.0)    (5.2)
        Other active plan participants                (23.4)   (21.1)   (22.8)
                                                     -------  -------  -------
        Accumulated postretirement benefit
          obligation                                  (96.4)   (92.3)  (101.0)
        Market value of assets                            -        -        - 
                                                     -------  -------  -------
        Funded status                                 (96.4)   (92.3)  (101.0)
        Unrecognized net(gain)                        (13.0)   (16.7)    (8.4)
                                                     -------  -------  -------
        Other Noncurrent Liability                  $(109.4)  $(109.0) $(109.4)
                                                     =======  =======  =======

      The actuarial calculation assumes an 11% increase in the health
care cost trend rate for fiscal year 1995.  The assumed rate decreases
one percent every year through the sixth year to six percent and
remains constant beyond that point.  The health care cost trend rate
has a significant effect on the amounts reported.  For example, a one
percentage point increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation by $6.2
million and increase net periodic cost by $.8 million.  The discount

<PAGE>  57


rate used in determining the accumulated postretirement benefit
obligation was 7.75% in 1995, 8% in 1994 and 7.25% in 1993.


9)   STOCKHOLDERS' EQUITY AND PER SHARE DATA

     The Company's common stock consists of 400.0 million authorized
shares, with a par value of $1 per share.  Of the total unissued
common shares at December 31, 1995, total shares in reserve included
8.9 million shares for issuance under the Company's stock option
plans.

     Each share of common stock includes a preferred stock purchase
right (a "Right").  Each Right will entitle the holder, until the
earlier of October 31, 1998 or the redemption of the Rights, to buy
one four-hundredth of a share of a new series of preferred stock,
denominated "Junior Participating Preferred Stock, Series B," at a
price of $25 per one four-hundredth of a share (as adjusted to reflect
stock splits since the issuance of the Rights).  This preferred stock
is nonredeemable and will have 100 votes per share.  The Company has
reserved 500,000 Series B preferred shares for issuance upon exercise
of such Rights.  The Rights will be exercisable only if a person or
group acquires 20% or more of voting power of the Company or announces
a tender offer following which it would hold 30% or more of the
Company's voting power.

     In the event that any person becomes the beneficial owner of 30%
or more of the Company's voting power, the Rights (other than Rights
held by the 30% stockholder) would become exercisable for that number
of shares of the Company's common stock having a market value of two
times the exercise price of the Right.  Furthermore, if, following the
acquisition by a person or group of 20% or more of the Company's
voting power, the Company were acquired in a merger or other business
combination or 50% or more of its assets were sold, or in the event of
certain types of self-dealing transactions by a 20% stockholder, each
Right (other than Rights held by the 20% stockholder) would become
exercisable for that number of shares of common stock of the Company
(or the surviving company in a business combination) having a market
value of two times the exercise price of the Right.

     The Company may redeem the Rights at one cent per Right prior to
the occurrence of an event that causes the Rights to become
exercisable for common stock.  The Board of Directors may terminate
the Company's right to redeem the Rights under certain circumstances
at any time after a group or person acquires 20% or more of the
Company's voting power.

     The earnings per share amounts are computed based on the weighted
average monthly number of shares outstanding during the year.

<PAGE>  58


10)  STOCK OPTIONS

     All options are granted at prices at least equal to the market
value on the date of grant and expire five years to ten years and one
day thereafter.

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

                                                           Range of
                                     Number of             Per Share
                                      Shares             Option Prices
                                     --------            -------------

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

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

Outstanding at December 31, 1994     2,155,758           3.84  -  24.44
  Granted                              284,250          23.25  -  26.00  
  Exercised                           (411,528)          3.84  -  24.44
  Cancelled                            (82,750)         16.44  -  26.00
                                     ---------

Outstanding at December 31, 1995     1,945,730           3.88  -  26.00
                                    ==========


      Options outstanding on December 31, 1995, are exercisable at an
average price of $18.72 and expire on various dates from January 25,
1996 to November 9, 2005.

<PAGE>  59


11)  INCOME TAXES

     The Company utilizes SFAS No. 109, "Accounting for Income Taxes,"
for computing its income tax provision.  The provision for income
taxes consists of the following:

                                                 Year Ended December 31,  
                                              1995        1994        1993
                                              ----        ----        ----
                                                     (In millions)
     Current:
       Federal                             $  88.5     $  82.3     $  70.5
       State                                  16.7        19.1        19.0
       Foreign                                 2.4         1.6         0.9
                                            -------     -------      ------
                                             107.6       103.0        90.4
     Deferred                                 40.7        30.7        19.8 
                                            -------     -------      ------
     Total                                 $ 148.3     $ 133.7     $ 110.2
                                             ======      ======      ======

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

                                                       December 31,       
                                              ----------------------------
                                              1995        1994        1993
                                              ----        ----        ----
                                                     (In millions)
     Deferred tax assets:
       Accruals, not currently 
         deductible for tax purposes         $ 105.1     $ 79.5     $  65.1
       Postretirement liabilities               43.6       44.9        48.0
        Inventory reserves                      16.5        6.2         2.1
       Self-insurance liability                 13.2       14.1        11.3
        Other                                     .8        3.0         2.2
                                              ------     ------     -------
                                               179.2      147.7       128.7 
      Deferred tax liabilities:
       Accelerated depreciation                (45.5)     (37.1)      (26.3)
       Prepaid pension asset                   (31.6)     (24.2)      (24.5)
        Unrealized gain on securities
         available for sale                    (10.6)      (6.5)          -  
       Other                                   (15.0)      (7.0)       (1.6)
                                               ------       -----      ------
                                              (102.7)     (74.8)      (52.4)
                                               ------     -------     -------
     Net deferred tax asset                   $  76.5     $  72.9     $  76.3
                                               ======      ======      ======

<PAGE>  60


      The net deferred tax asset is classified in the consolidated
balance sheets as follows:

                                                      December 31,        
                                              1995        1994        1993
                                              ----        ----        -----

                                                     (In millions)
     Current net deferred income
        tax asset                           $ 107.5     $  90.1     $  73.5
     Noncurrent deferred income taxes:
       Included in Other Assets                -           -            2.8
        Liability                             (31.0)      (17.2)          -
                                            _______      ______     _______
                                            $  76.5     $  72.9     $  76.3
                                             ======      ======      ======

      A reconciliation of the U.S. statutory rate to the effective
income tax rate is as follows:

                                                Year Ended December 31,  
                                               -----------------------------
                                               1995        1994        1993
                                               ----        ----        ----
                                                       (In percent)
     Statutory rate                           35.0%       35.0%       35.0%
     Add (deduct) effect of:
       State income taxes, net of
        federal income tax effect              4.3         4.5         4.5
       Nondeductible trade names 
         and goodwill amortization             1.4         1.3         0.9
                                              ----        -----       -----
       Other                                  (0.7)       (0.2)       (0.4)
     Effective rate                           40.0%       40.6%       40.0%
                                               ====        ====        ====

      No U.S. deferred taxes have been provided on undistributed non-
U.S.  subsidiary earnings of $28.1 million, which are considered to be
permanently invested.

     The non-U.S. component of income before income taxes was $19.3
million in 1995, $3.5 million in 1994 and $1.8 million in 1993.

<PAGE>  61



12)  OTHER NONOPERATING EXPENSES(INCOME)

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

                                                   Year Ended December 31,

                                               1995        1994         1993
                                               ----        ----         -----
                                                       (In millions)

      Interest income                         $ (1.9)     $ (1.0)      $  (.9)

      Trade names and goodwill amortization     19.3        15.4         10.1

      Dividend income                          (12.8)      (12.6)       (12.9)

      Equity in earnings of 
       American Tool Companies, Inc.            (6.0)       (5.7)        (3.8)

      Write-downs in carrying value
       of a long-term foreign
       investment accounted for under
       the equity method                        16.0           -            -

      Net gain on marketable
        equity securities                      (15.8)       (0.4)           - 

      Other                                        0.1         2.9         (1.0)
                                                 -----        ----         -----
                                                $ (1.1)     $ (1.4)      $ (8.5)
                                                 =====       =====        =====

13)  OTHER OPERATING INFORMATION

INDUSTRY SEGMENT INFORMATION

     The Company operates in a single industry segment; the Company is
a manufacturer and full-service marketer of high-volume, brand-name,
staple consumer products sold to volume purchasers.  The Company's
consumer products are sold through a variety of retail and wholesale
distribution channels.

<PAGE>  62


     The Company's consumer products and the primary brand names under
which they are sold include:
                                             Primary
Product Group       Product Class            Brand Names
- -------------       -------------            ---------------

Housewares          Glassware & Plasticware  Anchor Hocking(R)
                                             Pyrex(R) (1)
                    Aluminum Cookware &      Mirro(R)
                    Bakeware                 WearEver(R)
                    Hair Accessories         Goody(R)
                                             Ace(R)

Home Furnishings    Window Treatments        Newell(R)
                                             Levolor(R)
                                             LouverDrape(R)
                                             Del Mar(R)
                                             Joanna(R)
                    Home Storage Products    Lee Rowan(R)
                                             System Works(R)
                    Picture Frames           Intercraft(R)
                                             Decorel(R)
                                             Holson Burnes(TM)

Office Products     Markers & Writing        Sanford(R)
                    Instruments              Eberhard Faber(R)
                                             Berol(R)
                    School Supplies &        Stuart Hall(R)
                    Stationery
                    Desktop & Computer       Newell(R)
                    Accessories              Rogers(R)
                                             Keene(R)

Hardware &          Hardware                 Amerock(R)
Tools                                        Bulldog(R)
                    Paint Applicators        EZ Paintr(R)
                    Hand Torches             BernzOmatic(R)

(1)  Marketed in Europe, the Middle East and Africa.

  Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
approximately 14% of consolidated sales in 1995, 15% in 1994 and 14%
in 1993.  Sales to each of the Company's other customers,
individually, amounted to less than 10% of consolidated net sales.

<PAGE>  63


GEOGRAPHIC SEGMENT INFORMATION

     Prior to the November 1994 acquisition of Newell Europe and the
November 1995 acquisition of Berol, the Company operated principally
in the United States and Canada.  Following these acquisitions, the
Company operates in several non-U.S. locations including England,
France, Germany, Mexico and Colombia.  Summary financial information
by geographic area included in the consolidated financial statements
is as follows.
                                                           1995    
                                                       -------------
                                                       (In millions)

Net sales:
     U.S.                                               $2,214.0
     Non-U.S.                                              284.4
                                                        --------
  Total                                                 $2,498.4
                                                         =======
Operating Income:        
     U.S.                                               $  395.5
     Non-U.S.                                               24.0
                                                        --------
   Total                                                $  419.5
                                                         =======

Total assets at December 31
  U.S. (including corporate assets
        of $972.7 million)                              $2,517.2
  Non-U.S.                                                 414.0
                                                        --------
    Total                                               $2,931.2
                                                         =======

Sales between geographic areas are not material.


14)  LITIGATION

     The Company and its subsidiaries are subject to certain legal
proceedings and claims, including the environmental matters described
below, that have arisen in the ordinary conduct of its business. 
Although management of the Company cannot predict the ultimate outcome
of these matters with certainty, it believes that their ultimate
resolution will not have a material effect on the Company's
consolidated financial statements.

     The Company and its subsidiaries are involved in various matters
concerning federal and state environmental laws and regulations,
including seventeen matters in which they have been identified by the
U.S. Environmental Protection Agency and certain state environmental
agencies as potentially responsible parties ("PRPs") at hazardous
waste disposal sites under the Comprehensive Environmental Response,

<PAGE>  64


Compensation and Liability Act ("Superfund") and equivalent state
laws.  In assessing its remediation costs, the Company has considered
several factors, including:  the extent of the Company's volumetric
contribution at each site relative to that of other PRPs; the kind of
waste; where applicable, the terms of existing cost sharing and other
agreements; the ability of other PRPs to share in the payment of
requisite costs; the Company's prior experience with environmental
remediation; environmental studies and cost estimates available to the
Company; the effects of inflation on cost estimates; and the extent to
which the Company's and other party's status as a PRP is disputed. 
Based on information currently available to it, the Company's estimate
of remediation costs associated with these matters ranges between
$11.0 million and $15.6 million.  As of December 31, 1995, the Company
had a reserve equal to $13.8 million for such remediation costs in the
aggregate.  No insurance recovery was taken into account in
determining the Company's cost estimates or reserve nor do the
Company's cost estimates or reserve reflect any discounting for
present value purposes.



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

None.

<PAGE>  65



                               PART III



Item 10.  Directors and Executive Officers of the Registrant
- --------  --------------------------------------------------

     Information regarding executive officers of the Company is
included as a Supplementary Item at the end of Part I of this Form 10-
K.

     Information regarding directors of the Company is included in the
Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders to be held May 8, 1996 ("Proxy Statement") under the
caption "Proposal 1 - Election of Directors," which information is
hereby incorporated by reference herein.

     Information regarding compliance with Section 16(a) of the
Exchange Act is included in the Proxy Statement under the caption
"Compliance with Forms 3, 4 and 5 Reporting Requirements," which
information is hereby incorporated by reference herein.




Item 11.  Executive Compensation
- --------  ----------------------

     Information regarding executive compensation is included in the
Proxy Statement under the caption "Proposal 1 - Election of Directors
- - Information Regarding Board of Directors and Committees," the
captions "Executive Compensation - Summary; - Option Grants in 1995; -
Option Exercises in 1995; - Pension and Retirement Plans; - Employment
Security Agreements," and the caption "Executive Compensation
Committee Interlocks and Insider Participation," which information is
hereby incorporated by reference herein.



Item 12.  Security Ownerships of Certain Beneficial Owners and Management
- --------  ---------------------------------------------------------------

     Information regarding security ownership is included in the Proxy
Statement under the caption "Certain Beneficial Owners," which
information is hereby incorporated by reference herein.



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

     Not Applicable.

<PAGE>  66



                                PART IV


Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K
- --------  -------------------------------------------------------

          (a) (1)   The following is a list of the financial
                    statements of Newell Co. included in this report
                    on Form 10-K which are filed herewith pursuant to

                    Item 8:


                    Report of Independent Public Accountants

                    Consolidated Statements of Income - Years Ended
                    December 31, 1995, 1994 and 1993

                    Consolidated Balance Sheets - December 31, 1995,
                    1994 and 1993

                    Consolidated Statements of Cash Flows - Year Ended
                    December 31, 1995, 1994 and 1993

                    Consolidated Statements of Stockholders' Equity -
                    Years Ended December 31, 1995, 1994 and 1993

                    Notes to Consolidated Financial Statements -
                    December 31, 1995, 1994 and 1993


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

                    Schedule  VIII - Valuation and Qualifying Accounts

               (3)  The exhibits filed herewith are listed on the
                    Exhibit Index filed as part of this report on Form
                    10-K.  Each management contract or compensatory
                    plan or arrangement of the Company listed on the
                    Exhibit Index is separately identified by an
                    asterisk.

          (b)  Reports on Form 8-K

               (1)  Registrant filed a Report on Form 8-K dated
                    November 14, 1995 reporting the filing of an
                    unallocated shelf registration statement on Form
                    S-3.

<PAGE>  67



                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 NEWELL CO.
                                 Registrant
                                 By   /s/ William T. Alldredge
                                      ----------------------------     
                                        William T. Alldredge
                                   Vice President-Finance

                                 Date     March  12, 1996
                                   -------------------------------

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 12, 1996, by the
following persons on behalf of the Registrant and in the capacities
indicated.

     Signature                            Title
     ---------                          ----------

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


/s/ William P. Sovey              Vice Chairman of the Board, Chief Executive 
- ----------------------------
    William P. Sovey              Officer and Director
                                           (Principal Executive Officer)


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


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


/s/ William T. Alldredge          Vice President-Finance
- ----------------------------
    William T. Alldredge          (Principal Financial Officer)

<PAGE>  68


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

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


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


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


/s/ Elizabeth Cuthbert Millett    Director
- ----------------------------
    Elizabeth Cuthbert Millett


/s/ Cynthia A. Montgomery         Director
- ----------------------------
    Cynthia A. Montgomery


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


                                  Director
- ----------------------------
    Henry B. Pearsall

<PAGE>  69


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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------

Column A                 Column B         Column C        Column D         Column E
- --------                 ---------        --------        --------         --------
- -----------------------------------------------------------------------------------

                                        Additions
                                ---------------------------------------------------- 
                           
                    Balance at  Charged to    Charged to                  Balance at
                    Beginning   costs and  other accounts   Deductions      end
   Description      of Period    expenses        (A)           (B)       of period
   -----------      ---------   ----------  -------------  ------------ ------------
<S>                <C>          <C>         <C>            <C>          <C>
Allowance for 
 doubtful accounts:

  Year ended
   December 31, 1995  $10,886     $2,838      $1,990        $(4,700)      $11,014

  Year ended 
   December 31, 1994    6,226      2,780       3,996         (2,116)       10,886

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

</TABLE>

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


<TABLE>
<CAPTION>
                            Balance at
                           Beginning of                                 Balance at
                             Period        Provision    Write-offs     End of Period
                           -----------     ---------    ----------     -------------
<S>                        <C>             <C>          <C>            <C> 
Reserve for excess         
 and obsolete inventories:

  Year ended
   December 31, 1995        $(26,987)      $(14,205)    $  3,700         $(37,492)

  Year ended
   December 31, 1994         (19,297)       (12,096)       4,406          (26,987)

  Year ended
   December 31, 1993         (17,605)        (3,062)       1,370          (19,297)
</TABLE>


<PAGE>  70


                          (C)  EXHIBIT INDEX


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


Item 3.   Articles of    3.1  Restated Certificate of Incorporation
          Incorporation       of Newell Co., as amended as of 
          and By-Laws         September 7, 1995.

                         3.2  By-Laws of Newell Co., as amended
                              through November 9, 1995 (incorporated
                              by reference to Exhibit 4.2 to Pre-
                              effective Amendment No. 1 to the
                              Company's Registration Statement on Form
                              S-3, Reg. No. 33-64225, filed
                              January 23, 1996).


Item 4.   Instruments    4.1  Restated Certificate of Incorporation of
          defining the        Newell Co., as amended as of May 10, 
          rights of           1995 is included in Item 3.1.
          security 
          holders,       4.2  By-Laws of Newell Co., as amended
          including           through November 9, 1995, are included 
          indentures          in Item 3.2.

                         4.3  Rights Agreement dated as of October 20,
                              1988 between the Company and First
                              Chicago Trust Company of New York
                              (formerly known as Morgan Shareholders
                              Services Trust Company)(incorporated by
                              reference to Exhibit 4 to the Company's
                              Current Report on Form 8-K dated
                              October 25, 1988).

                         4.4  Indenture dated as of April 15, 1992,
                              between the Company and The Chase
                              Manhattan Bank (National Association). 
                              Trustee (incorporated by reference to

                              Exhibit 4.4 to the Company's Report on
                              Form 8 amending the Company's Quarterly
                              Report on Form 10-Q for the period ended
                              March 31, 1992).

                              Pursuant to item 601(b)(4)(iii)(A) of
                              Regulation S-K, the Company is not
                              filing certain documents.  The Company
                              agrees to furnish a copy of each such
                              document upon the request of the
                              Commission.

<PAGE>  71


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


Item 10.  Material  *10.1     The Newell Long-Term Savings and
          Contracts           Investment Plan, as amended and restated 
                              effective May 1, 1993 (incorporated by
                              reference to Exhibit 10.1 to the
                              Company's Quarterly Report on Form 10-Q
                              for the quarterly period ended June 30,
                              1993 (the "June 1993 Form 10-Q").

                    *10.2     The Company's Amended and Restated 1984
                              Stock Option Plan, as amended through
                              February 14, 1990 (incorporated by
                              reference to Exhibit 10.2 to the
                              Company's Annual Report on Form 10-K for
                              the year ended December 31, 1990 (the 
                              "1990 Form 10-K")).

                    *10.3     Newell Co. Deferred Compensation Plan,
                              as amended, effective October 23, 1986. 

                    *10.4     Newell Operating Company's ROA Cash
                              Bonus Plan, effective January 1, 1977,
                              as amended (incorporated by reference to

                              Exhibit 10.8 to the 1981 Form S-14).

                    *10.5     Newell Operating Company's ROI Cash
                              Bonus Plan, effective July 1, 1966, as
                              amended (incorporated by reference to

                              Exhibit 10.9 to the 1981 Form S-14).

                    *10.6     Newell Operating Company's Pension Plan
                              for Salaried and Clerical Employees, as
                              amended and restated, effective
                              January 1, 1989 (incorporated by
                              reference to Exhibit 10.2 to the June
                              1993 Form 10-Q).

                    *10.7     Newell Operating Company's Pension Plan
                              for Factory and Distribution Hourly-Paid
                              Employees, as amended and restated,
                              effective January 1, 1984 (incorporated
                              by reference to Exhibit 10.10 to the
                              Company's Annual Report on Form 10-K for
                              the year ended December 31, 1985 (File
                              No. 0-7843) (the "1985 Form 10-K")).

<PAGE>  72


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

                    *10.8     Newell Operating Company's Supplemental
                              Retirement Plan for Key Executives,
                              effective January 1, 1982, as amended
                              (incorporated by reference to Amendment
                              No. 2 to the Company's Registration
                              Statement on Form S-14, File No. 2-
                              71121, filed February 2, 1982).

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

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

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

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

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

                    10.14     Form of Placement Agency Agreement
                              relating to private placement to
                              accredited investors of unsecured notes
                              of the Company (incorporated by
                              reference to Exhibit 10.20 to the 1993
                              Form 10-K).

<PAGE>  73


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

                        10.15 364-Day Credit Agreement dated as of
                              June 12, 1995 among the Company, certain
                              of its affiliates, The Chase Manhattan
                              Bank (National Association), as Agent
                              and the banks whose names appear on the
                              signature pages thereto (incorporated by
                              reference to Exhibit 10.1 to the
                              Company's Quarterly Report on Form 10-Q
                              for the period ended June 30, 1995 (the
                              "June 1995 Form 10-Q")).

                        10.16 Five Year Credit Agreement dated as of
                              June 12, 1995 among the Company, certain 
                              of its affiliates, The Chase Manhattan
                              Bank (National Association), as Agent,
                              and the banks whose names appear on the
                              signature pages thereto (incorporated by
                              reference to Exhibit 10.2 to the June
                              1995 Form 10-Q).

Item 21.  Subsidiaries  21.1  Subsidiaries of the Company.
          of the
          Registrant

Item 23.  Consent of    23.1  Consent of Arthur Andersen LLP.
          experts and
          counsel

Item 27.  Financial     27    Financial Data Schedule.
          Data Schedule

Item 99.  Additional    99    Safe Harbor Statement.
          Exhibits

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





                                                           EXHIBIT 3.1

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


                    RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                               NEW NEWELL CO.

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

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

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

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

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

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

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

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

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

<PAGE>  75


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

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

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

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

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

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

<PAGE>  76


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

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

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

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

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

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

<PAGE>  77


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

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

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

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

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

<PAGE>  78


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


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

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

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

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

<PAGE>  79


     C.   For purposes of this Article TENTH.

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

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

<PAGE>  80


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

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

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

<PAGE>  81


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

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

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

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

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

<PAGE>  82


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

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

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

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

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

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

<PAGE>  83


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

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

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

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

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

<PAGE>  84


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

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

<PAGE>  85


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

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

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

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

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

<PAGE>  86


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

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

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

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

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

<PAGE>  87


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

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

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

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

<PAGE>  88


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

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

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

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

<PAGE>  89


     IN  WITNESS WHEREOF,  New  Newell Co.  has  caused this  Restated
Certificate of Incorporation to be signed by William T. Alldredge, its
Vice  President-Finance,  and  attested   by  Roland  E.  Knecht,  its

Secretary this 18th day of May, 1987.

                                   NEW NEWELL CO.

                                   William T. Alldredge
                                    Vice President-Finance
ATTEST:

Roland E. Knecht
  Secretary

<PAGE>  90


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


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

                      CUMULATIVE PREFERRED STOCK

                         ($2,000 Stated Value)

                                  of
                                  --

                            NEW NEWELL CO.

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

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

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

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

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

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

<PAGE>  91


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

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

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

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

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

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

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

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

<PAGE>  92


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

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

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

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

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

<PAGE>  93


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

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

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

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

<PAGE>  94


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

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

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

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

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

<PAGE>  95


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

                                        NEW NEWELL CO.



                                        William T. Alldredge,
                                          Vice President - Finance


ATTEST:



Roland E. Knecht,
  Secretary 

<PAGE>  96


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



                       CERTIFICATE OF AMENDMENT

                                  OF

                 RESTATED CERTIFICATE OF INCORPORATION

                                  OF

                            NEW NEWELL CO.

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

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

State of Delaware, does hereby certify as follows:

     FIRST:    That  Article  First  of  the  Restated  Certificate of

Incorporation of the Corporation  has been amended in its  entirety to

read as follows:

          FIRST:  The name of the Corporation is NEWELL CO.

     SECOND:   That the foregoing  amendment has been  duly adopted in

accordance with provisions of the General Corporation Law of the State

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

shares entitled to vote. 

<PAGE>  97


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

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

of June 1987.

                                   NEW NEWELL CO.



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

Attest:


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

<PAGE>  98


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


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

            JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                  of

                              NEWELL CO.

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

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

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

          Junior Participating Preferred Stock, Series B:

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

<PAGE>  99


          Section 2.  Dividends and Distributions.

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

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

<PAGE>  100


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

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

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

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

<PAGE>  101


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

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

          Section 4.  Certain Restrictions.

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

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

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

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

<PAGE>  102


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

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

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

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

<PAGE>  103


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

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

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

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

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

<PAGE>  104


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

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


                                        William T. Alldredge
                                        Vice President - Finance

Attest:

Roland E. Knecht
Secretary
                                 

<PAGE>  105


Filed September 13, 1989
Delaware Secretary of State



                       CERTIFICATE OF AMENDMENT

                                  OF

                 RESTATED CERTIFICATE OF INCORPORATION

                                  OF

                              NEWELL CO.

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

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

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

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

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

formerly known as New Newell Co.

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

Certificate of Incorporation by the Secretary of State of Delaware was

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

Incorporation of the corporation  was filed by the Secretary  of State

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

          THIRD:  That  the first  sentence of Article  Fourth of  the

Restated  Certificate of  Incorporation of  said Corporation  has been

amended as follows:

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

<PAGE>  106


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

          FOURTH:    That said  amendment  has  been  duly adopted  in

accordance with provisions of the General Corporation Law of the State

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

all  outstanding  common and  preferred stock  entitled  to vote  at a

meeting of stockholders.

          IN  WITNESS WHEREOF,  we have  signed this  certificate this

28th day of June, 1989.


                                   NEWELL CO.


                                   William T. Alldredge
                                   Vice President - Finance

ATTEST:

Roland E. Knecht
Secretary 

<PAGE>  107


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


                       CERTIFICATE OF AMENDMENT

                                  OF

               RESTATED CERTIFICATE OF INCORPORATION OF

                              NEWELL CO.

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

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

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

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

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

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

Certificate of Incorporation by the Secretary of State of Delaware was

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

Incorporation of the corporation  was filed by the Secretary  of State

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

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

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

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

          THIRD:  That  the first  sentence of Article  Fourth of  the

Restated  Certificate of  Incorporation of  said Corporation  has been

amended as follows:

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

<PAGE>  108


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

          FOURTH:   That  said  amendment  has  been duly  adopted  in

accordance with provisions of the General Corporation Law of the State

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

all  outstanding  common and  preferred stock  entitled  to vote  at a

meeting of stockholders.

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

day of May, 1991.


                              NEWELL CO.


                              William T. Alldredge
                              Vice President - Finance

ATTEST:

Roland E. Knecht
Secretary 

<PAGE>  109


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


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

CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE


            JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                  of

                              NEWELL CO.

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

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

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

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

<PAGE>  110


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

                                  William T. Alldredge
                                  Vice President - Finance
Attest:

Roland E. Knecht
Secretary 

<PAGE>  111


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


               CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                  AND

                           REGISTERED OFFICE

                               * * * * *


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

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

HEREBY CERTIFY:

     The present registered  agent of the corporation is United States

Corporation  Company   and  the  present  registered   office  of  the

corporation is in the county of Kent.

     The  Board of Directors of                                       

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

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

<PAGE>  112


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

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

1994.



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

                                   _______________________________
                                             (Title)


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

<PAGE>  113


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED MAY 11, 1995



                       CERTIFICATE OF AMENDMENT

                                  OF

                 RESTATED CERTIFICATE OF INCORPORATION OF


                              NEWELL CO.

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

          I,  William T.  Alldredge,  Vice President-Finance of 

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

Delaware, do hereby certify as follows:

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

formerly known as New Newell Co.

          SECOND:    That the first  sentence of Article Fourth of the

Restated  Certificate of  Incorporation of  said Corporation  has been

amended as follows:

               FOURTH:  The total number of shares which the
          Corporation  shall  have  authority  to  issue  is
          410,000,000, consisting of  400,000,000 shares  of
          Common  Stock of the par  value of $1.00 per share
          and   10,00,000   shares   of   Preferred   Stock,
          consisting of 10,000 shares without  par value and

<PAGE>  114


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

          THIRD:    That said  amendment  has  been  duly adopted  in

accordance with provisions of the General Corporation Law of the State

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

all  outstanding  common and  preferred stock  entitled  to vote  at a

meeting of stockholders.

          IN  WITNESS WHEREOF,  we have  signed this  certificate this

10th day of May, 1995.

                                   NEWELL CO.



                                    /s/ Dale L. Matschullat
                                   -------------------------------
                                        Dale L. Matschullat

                                        Vice President
                                   _______________________________
                                             (Title)

<PAGE>  115


Filed September 11, 1995 at 9:00 p.m.
Delaware Secretary of State

                      CERTIFICATE OF ELIMINATION

                             OF NEWELL CO.



          I, Dale L. Matschullat, Vice President - General  Counsel of

Newell Co.,  a corporation  organized and  existing under the  General

Corporation  Law  of  the State  of  Delaware,  do  hereby certify  as

follows:



          FIRST:    That the  Board of  Directors  of Newell  Co. (the

"Corporation"), by resolutions adopted at a meeting on August 9, 1995,

determined  to  eliminate  all  of  the  Cumulative  Preferred  Stock,

Series 1, 2, 3, 4 and 5, of the Corporation, said resolutions being as

follows:

          WHEREAS,  the  Corporation  redeemed  all  of  the
          outstanding shares of Cumulative  Preferred Stock,
          Series 1, of the Corporation on November 8, 1989;

          WHEREAS,  the  Corporation  redeemed  all  of  the
          outstanding shares of Cumulative  Preferred Stock,
          Series 2,  of  the  Corporation  on  September 24,
          1990;

          WHEREAS,  the  Corporation  redeemed  all  of  the
          outstanding shares of Cumulative  Preferred Stock,
          Series 3,  4   and  5,   of  the   Corporation  on
          September 24, 1991; and

          WHEREAS,  no  shares of  the  Preferred Stock  are
          issued  and  outstanding  and  no shares  will  be
          issued.

          NOW, THEREFORE, BE IT RESOLVED, that the Preferred
          Stock be returned to the status of "authorized but
          not issued," and that  the proper officers, or any
          one  of them  acting alone, be,  and each  of them
          hereby is, authorized  and directed,  in the  name
          and on  behalf of the Corporation,  to execute and

<PAGE>  116


          cause  to filed  with  the Secretary  of State  of
          Delaware,  a Certificate  of  Elimination, and  to
          execute all other instruments and documents and to
          do  and cause to be done all such further acts and
          things,  as  may  be  necessary  or  advisable  to
          eliminate the Preferred Stock and that all actions
          of said officers are hereby ratified, approved and
          confirmed in all respects.



          SECOND:   None  of the  authorized  shares of  the Preferred

Stock are outstanding and none will be issued.



          THIRD:  In accordance with  the provisions of Section 151 of

the General Corporation  Law of  the State of  Delaware, the  Restated

Certificate  of  Incorporation  is  hereby amended  to  eliminate  all

reference to the  Preferred Stock,  and the Preferred  Stock shall  be

returned to the status of "authorized but not issued."



          IN WITNESS WHEREOF, I have signed this Certificate, this 7th

day of September, 1995.



                                   NEWELL CO.





                         By:  /s/ Dale L. Matschullat
                              -------------------------
                              Dale L. Matschullat
                              Vice President - General Counsel


                                                       EXHIBIT 10.3



                              NEWELL CO.
                      DEFERRED COMPENSATION PLAN


SECTION   1.   INTRODUCTION

               Effective August 1, 1980, Newell Co. has established a
               Deferred Compensation Plan for members of the Board of
               Directors and for certain key executives of the
               Company.

SECTION   2.   PLAN PARTICIPANTS

               Each member of the Board of Directors and employees of
               the Company who have been approved as members of the
               Cash Bonus Plan shall be a Participant of this plan.

SECTION   3.   DEFERRAL ELECTIONS AND TIMING OF PAYMENTS

          3.1  Effective January 1, 1981, and each year thereafter,
               each member of the Board of Directors may be entitled
               to defer the established retainer and meeting fee or
               portion thereof for each month that such a member holds
               such office with Newell.

               Each eligible executive shall be entitled to defer
               their cash bonus award or any other earnings above
               their base salary.

          3.2  The Vice President Personnel Relations shall send to
               each eligible participant an election form under which
               they may elect to defer all or a portion of their
               compensation.  Base salary may not be deferred by
               regular employees.  Deferral elections shall remain in
               effect from year to year unless notice to change a
               deferral is submitted to the Vice President Personnel

               Relations prior to December 31, in the year prior to
               the year in which the change is to take place.

          3.3  After termination of service, payments will be made in
               cash in approximately equal annual installments over
               such period of years, not exceeding fifteen, as
               Participant elects.

          3.4  Each deferred account shall earn interest at a rate
               based on the yield rate of U.S. Treasury Bills as
               quoted in the Midwest Edition of the Wall Street
               Journal.  Interest rates shall be accrued and
               compounded quarterly based on the weighted average for
               the quarter.

<PAGE>  118


          3.5  During his period of service with Newell, a Participant
               will acquire knowledge of the affairs of Newell. 
               Therefore, notwithstanding any other provision of this
               Plan, if, without the express consent of Newell, a
               Participant or former Participant accepts employment
               with or renders other services to any entity which is
               engaged in substantial competition with Newell, such
               individual's deferred account shall be paid as soon as
               practicable in a lump sum and Section 3.3 shall not
               apply.

SECTION   4.   GENERAL PROVISIONS

          4.1  Each Participant may designate a beneficiary or
               beneficiaries and may change such designation from time
               to time by filing a written designation of
               beneficiaries with the Vice President Personnel
               Relations on a form provided by the Company.  In the
               absence of any such designation, any amounts remaining
               unpaid at a Participant's death shall be paid to his
               estate.

          4.2  Establishment of the Plan and coverage of any person
               shall not be construed to confer upon any person any
               legal right to be continued in the employ of the
               Company.

          4.3  Deferred amounts hereunder are not in any way subject
               to the debts or other obligations of persons entitled
               thereto, and may not be voluntarily or involuntarily
               sold, transferred, or assigned.  When a person entitled
               to a payment under the plan is under legal disability,
               or, in Newell's opinion is in any way incapacitated so
               as to be unable to manage his financial affairs, Newell
               may direct that payment be made to such person's legal
               representative.  Any payment made in accordance with
               the preceding sentence shall be in complete discharge
               of Newell's obligation to make such payment under the
               plan.

          4.4  Any action required or permitted to be taken by Newell
               under the terms of the plan shall be by affirmative
               vote of a majority of the members of the Board of
               Directors then in office.

          4.5  Notwithstanding any provisions of the Plan, or of the
               Cash Bonus Plan, from and after the date of a Change in
               Control of the Company, each Participant may at any
               time prior to his termination of service with the
               Company and all subsidiaries thereof as an employee, or
               as a member of the Board of Directors of the Company,
               elect to receive payment in a lump sum of the entire
               balance of his deferred account held hereunder,

<PAGE>  119


               including interest thereon credited as of the last day
               of the calendar month prior to the date of
               distribution.  Any such election shall be made by a
               Participant pursuant to written notice delivered to the
               Company at least 10 days prior to the requested date of
               distribution.  For purposes of this paragraph, a Change
               in Control of the Company shall be deemed to occur on
               the earliest of:

               (i)  The acquisition of beneficial ownership, as that
                    term is defined in Rule 13d-3 under the Securities
                    Exchange Act of 1934, as amended, by any entity,
                    person or group, of more than 50% of the
                    outstanding capital stock of the Company entitled
                    to vote for the election of directors ("voting
                    stock");

              (ii)  The effective time of (A) a merger or
                    consolidation of the Company with one or more
                    other corporations as a result of which the
                    holders of the outstanding voting stock of the
                    Company immediately prior to such merger or
                    consolidation (other than those who are affiliates
                    of such other corporation) hold less than 80% of
                    the voting stock of the surviving or resulting
                    corporation, or (B) a transfer of substantially
                    all of the property of the Company other than to
                    an entity of which the Company owns at least 80%
                    of the voting stock; or

             (iii)  The election to the Board of Directors of the
                    Company, without the recommendation or
                    approval of the incumbent Board of Directors
                    of the Company, of the lesser of (A) three
                    directors or (B) directors constituting a
                    majority of the number of directors of the
                    Company then in office.

SECTION   5.   AMENDMENT AND DISCONTINUANCE

               The Board of Directors hereby reserves the right to
               amend or discontinue the Plan at any time; provided,
               however, that any amendment or discontinuance of the
               Plan shall be prospective in operation only and shall
               not affect the payment of any deferred fees theretofore
               earned by a Participant or former Participant or the
               conditions under which any such fees are to be paid or
               forfeited under the plan, unless the person affected
               shall expressly consent thereto.

               Approved by action of the Board of Directors, effective
               October 23, 1980 and amended effective October 23, 1986.


                             EXHIBIT 21.1
                             SUBSIDIARIES



<TABLE>
<CAPTION>
                                         Jurisdiction
                                              of
        Name                     Organization     Ownership
        ----                     ------------     ---------
<S>                              <C>              <C>

Ammak Manufacturing Corp.         New York         100% of stock owned by DAX Manufacturers, Inc.

Anchor Hocking Consumer           Delaware         100% of stock owned by Anchor Hocking Corporation
Glass Corporation

Anchor Hocking Corporation        Delaware         100% of stock owned by    Newell Operating Company

Ashland Products, Inc.            Delaware         100% of stock owned by    Newell Co.

Berol Blue Ribbon Corp.           Kentucky         100% of stock owned by    Berol Corporation

Berol Canada Inc.                 Ontario, Canada  100% of stock owned by Berol Corporation

Berol Corporation                 Delaware         100% of stock owned by Newell Co.

Berol Corporation                 Massachusetts    100% of stock owned by    Berol Corporation (Delaware)

Berol Corporation                 Nevada           100% of stock owned by Berol Corporation (Delaware)

Berol Corporation                 Puerto Rico      100% of stock owned by Berol Corporation (Delaware)

Berol Limited                     United Kingdom   99.99% of stock owned by Kingdom   Berol Corporation; remaining
                                                   .01% owned by nominee as required by statute

Berol Pen Company                 North Carolina   100% of stock owned by Berol Corporation

Berol S.A.                        Colombia         43.41% of stock owned by Berol Pen Corporation; 14.00% of stock
                                                   owned by Ember Investment Company; 16.91% of stock owned by Furth

                                                   Corporation; 13.00% of stock owned by Loral Corporation; 12.68% of
                                                   stock owned by Terbal Corporation

Berol, S.A. de C.V.               Mexico           81.35% of stock owned by Berol Corporation; 18.65% of stock owned
                                                   by other individual shareholders in Mexico

Berol Trademarks Inc.             Delaware         100% of stock owned by Berol Corporation

DAX Manufacturers, Inc.           New York         100% of stock owned by Decorel Incorporated

DeComex USA, Inc.                 Delaware         100% of stock owned by Decorel Incorporated
</TABLE>


<PAGE>  121


                                                      EXHIBIT 21.1
                                                      SUBSIDIARIES



<TABLE>
<CAPTION>
                                         Jurisdiction
                                              of
        Name                     Organization     Ownership
        ----                     ------------     ---------
<S>                              <C>              <C>
Decorel Canada, Inc.              Ontario, Canada  100% of stock owned by Decorel Incorporated

Decorel, S.A. de C.V.             Mexico           .002% (1 share) of Series B of the fixed portion of capital stock
                                                   and 1.03% of the variable portion of capital stock owned by Decorel
                                                   Incorporated; 99.998% of Series B of the fixed portion of capital
                                                   stock and 98.97% of Series B of the variable portion of capital
                                                   stock owned by Decomex USA, Inc.

Decorel Incorporated              Illinois         100% of stock owned by Newell Operating Company

Ember Investment Corp.            Delaware         100% of stock owned by Berol Corporation

Empire Enterprises, Inc.          Tennessee        100% of stock owned by Berol Corporation 

Empire Leasing Company            Delaware         75% of stock owned by Berol Corporation; 25% of stock owned by
                                                   Berol Canada Inc.

Faber-Castell Corporation         New Jersey       100% of stock owned by Newell Co.

Furth Corporation                 Delaware         100% of stock owned by Berol Corporation

Goody Products, Inc.              Delaware         100% of stock owned by Newell Co.

Intercraft Company                Delaware         100% of stock owned by Newell Co.

Lee Rowan Company                 Missouri         100% of stock owned by Newell Co.

Loral Corporation                 Delaware         100% of stock owned by Berol Corporation

Newell Consumer Products          Germany          100% of stock owned by Newell Investments Inc.
         GmbH

Newell Finance Company            Delaware         100% of stock owned by Newell Operating Company

Newell Holdings France S.A.S.     France           1% of stock owned by Newell Operating Company; 99% of stock owned
                                                   by Newell Investments Inc.

Newell Holdings U.K. Limited      United Kingdom   100% of stock owned by Newell Investments Inc.

Newell Consumer Iberica S.A.      Spain            100% of stock owned by Newell S.A.

Newell Industries                 Ontario, Canada  87.2% of stock owned by Newell Operating Company; 12.8% of stock
         Canada, Inc.                              owned by Goody Products, Inc.

Newell International              Jamaica          100% of stock owned by Newell Co.
         Corporation, Limited
</TABLE>


<PAGE>  122


                                                      EXHIBIT 21.1
                                                      SUBSIDIARIES



<TABLE>
<CAPTION>
                                         Jurisdiction
                                              of
        Name                     Organization     Ownership
        ----                     ------------     ---------
<S>                              <C>              <C>
Newell Investment Co.             Ontario, Canada  100% of stock owned by Newell Co.

Newell Investments Inc.           Delaware         100% of stock owned by Newell Operating Company

Newell Limited                    United Kingdom   100% of stock owned by Newell Holdings U.K. Limited

Newell Operating Company          Delaware         77.5% of stock owned by   Newell Co.; 22.5% of stock owned by Anchor
                                                   Hocking Corporation

Newell Puerto Rico, Ltd.          Delaware         100% of stock owned by Anchor Hocking Corporation

Newell S.A.                       France           99% of stock owned by Newell Holdings France S.A.S.; remaining 1%
                                                   owned by nominees as required by statute

Newell S.p.A.                     Italy            100% of stock owned by Newell S.A.

Newell Window Furnishings, Inc.   Delaware         100% of stock owned by Newell Operating Company

NSM Industries, Inc.              New Jersey       100% of stock owned by Faber-Castell Corporation

N.V. Newell Benelux S.A.          Belgium          99% of stock owned by Newell S.A.; Remaining 1% owned by nominees
                                                   as required by statute

Philips Canada, Inc.              Ontario, Canada  100% of stock owned by Philips Industries, Inc.

Philips Industries, Inc.          New York         100% of stock owned by Newell Co.

Plastics, Inc.                    Delaware         100% of stock owned by Anchor Hocking Corporation

Sanford Corporation               Illinois         100% of stock owned by Newell Co.

Sterling Plastics Co.             New Jersey       100% of stock owned by Sanford Corporation

Stuart Hall Company, Inc.         Missouri         100% of stock owned by Newell Co.

Terbal Corporation                Delaware         100% of stock owned by Berol Corporation
</TABLE>



                                                          EXHIBIT 23.1

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the
incorporation of our report dated January 27, 1996 included in Form
10-K, into the Company's previously filed Form S-8 Registration
Statements File Nos. 33-24447, 33-25196, 33-40641, 33-67620, 33-67632,
33-51063, 33-51961 and 33-62047, Form S-3 Registration Statement File
No. 33-64225, Post-Effective Amendment No. 1 on Form S-8 to Form S-4
Registration Statements File Nos. 33-49282 and 33-44957.


                                        ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
March 12, 1996.







<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>  This schedule contains summary financial information
          extracted from the Newell Co. and Subsidiaries Consolidated
          Balance Sheets and Statements of Income and is qualified in
          its entirety by reference to such financial statements.
<MULTIPLIER>  1,000
       
<S>                                 <C>
<PERIOD-TYPE>                      12-MOS                        
<FISCAL-YEAR-END>                                     DEC-31-1995
<PERIOD-END>                                          DEC-31-1995
<CASH>                                                     58,771   
<SECURITIES>                                                    0  
<RECEIVABLES>                                             390,296
<ALLOWANCES>                                              (11,014) <F1>                                                         
<INVENTORY>                                               509,245
<CURRENT-ASSETS>                                        1,132,874
<PP&E>                                                    858,775  <F2>
<DEPRECIATION>                                           (328,490) <F2>  
<TOTAL-ASSETS>                                          2,931,242
<CURRENT-LIABILITIES>                                     680,859
<BONDS>                                                   761,578
<PREFERRED-MANDATORY>                                           0  
<PREFERRED>                                                     0  
<COMMON>                                                  158,626
<OTHER-SE>                                              1,140,871
<TOTAL-LIABILITY-AND-EQUITY>                            2,931,242
<SALES>                                                 2,498,414
<TOTAL-REVENUES>                                          782,829
<CGS>                                                   1,715,585
<TOTAL-COSTS>                                           2,078,941
<OTHER-EXPENSES>                                           48,688
<LOSS-PROVISION>                                            2,838  <F1>
<INTEREST-EXPENSE>                                         49,812
<INCOME-PRETAX>                                           370,785
<INCOME-TAX>                                              148,314
<INCOME-CONTINUING>                                       222,471
<DISCONTINUED>                                                  0  
<EXTRAORDINARY>                                                 0  
<CHANGES>                                                       0  
<NET-INCOME>                                              222,471
<EPS-PRIMARY>                                                1.41
<EPS-DILUTED>                                                1.41
<FN>
<F1>  Allowances for doubtful accounts are reported as contra accounts to accounts receivable.  The corporate
      reserve for bad debts is a percentage of trade receivables based on the bad debts experienced in one or more
      past years, general economic conditions, the age of the receivables and other factors that indicate the
      element of uncollectibility in the receivables outstanding at the end of the period.
<F2>  See note 1 to consolidated financial statements.
        

</TABLE>





                                                            EXHIBIT 99


                     NEWELL SAFE HARBOR STATEMENT

     Information provided by the Company may contain certain forward-

looking information, which, as defined by the Private Securities

Litigation Reform Act of 1995 (the "Act"), may relate to such matters

as sales, income, earnings per share, return on equity, capital

expenditures, dividends, capital structure, free cash flow, debt to

capitalization ratios, internal growth rates, future economic

performance, management's plans and objectives for future operations

or the assumptions relating to any of the forward-looking information. 

This Safe Harbor Statement is being made pursuant to the Act and with

the intention of obtaining the benefits of the so-called "safe-harbor"

provisions of the Act.  The Company cautions that forward-looking

statements are not guarantees since there are inherent difficulties in

predicting future results, and that actual results could differ

materially from those expressed or implied in the forward-looking

statements.  Factors that could cause actual results to differ

include, but are not necessarily limited to, the following:



       Retail Economy.  The Company's business depends on the strength

of the retail economies in various parts of the
 world, primarily in

the U.S. and to a lesser extent in Canada, Latin and South America,

and Europe, which are affected by such factors as consumer demand, the

condition of the retail industry and weather conditions.  Recently,

the retail industry has been characterized by lackluster consumer

demand, intense competition and consolidation, which has resulted in

financial weakness and the bankruptcy of a number of retailers.


<PAGE>  126

      Nature of the Marketplace.  The Company competes with numerous

other manufacturers and distributors, many of which are large and

well-established.  In addition, the Company's principal customers are

volume purchasers, many of which are much larger than the Company and

have significant bargaining power.  The combination of these market

influences creates a very competitive marketplace, resulting in

difficulty in raising prices and the need to provide superior services

to customers.  These competitive pressures increase the risk of losing

substantial customers.



       Growth by Acquisition.  The acquisition of companies that sell

branded, staple product lines to volume purchasers is one of the

foundations of the Company's growth strategy.  The Company's ability

to continue to make strategic acquisitions at reasonable prices and to

integrate the acquired businesses within a reasonable period of time

are important factors in the Company's future growth.



       Foreign Operations.  Foreign operations, currently in Canada,

Mexico, Colombia and Europe and sourcing from the Far East, are of

increasing importance to the Company's business.  Foreign operations

can be affected by factors such as devaluation and other currency

fluctuations, tariffs, nationalization and other political and

regulatory risks.