SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                              FORM 12b-25

                                     Commission File Number __________

                      NOTIFICATION OF LATE FILING

(Check One):   [  ] Form 10-K   [ X ] Form 11-K   [  ] Form 20-F
               [  ] Form 10-Q   [   ] Form N-SAR

For Period Ended:_______________________________________________

[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

For the Transition Period Ended: ____________________________________

     Read attached instruction sheet before preparing form.  Please
print or type.

     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

     If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:_______
_____________________________________________________________________

                    PART I.  REGISTRANT INFORMATION

Full name of registrant       Newell Co.
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Former name if applicable
                              ---------------------------------------

29 East Stephenson Street
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Address of principal executive office (Street and number)

Freeport, Illinois 61032
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City, State and Zip Code
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                   PART II.  RULE 12B-25 (B) AND (C)

     If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed.  (Check appropriate
box.)

[ X ]     (a)  The reasons described in reasonable detail in Part III
          of this form could not be eliminated without unreasonable
          effort or expense;

[ X ]     (b)  The subject annual report, semi-annual report,
          transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
          portion thereof will be filed on or before the 15th calendar
          day following the prescribed due date; or the subject
          quarterly report or transition report on Form 10-Q, or
          portion thereof will be filed on or before the fifth
          calendar day following the prescribed due date; and

[   ]     (c)  The accountant's statement or other exhibit required by
          Rule 12b-25(c) has been attached if applicable.

                         PART III.  NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion of thereof could
not be filed within the prescribed time period.  (Attach extra sheets
if needed.)

     The registrant did not receive audited financial statements for
the Plan from the auditors until June 28, 1996, and are therefore
unable to file the Form 11-K with the SEC by the due date of June 28,
1996.

                      PART IV.  OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to
this notification

Lauralyn G. Bengel, Schiff Hardin & Waite             312-258-5670    
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               (Name)               (Area Code)    (Telephone number)
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     (2)  Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).

                                                   [ X ] Yes  [   ] No

     (3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?

                                                   [   ] Yes  [ X ] No

     If so:  attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.

                             SIGNATURES

                              Newell Co.
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             (Name of registrant as specified in charter)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                      NEWELL CO.
                                      (Registrant)

Date: June 28, 1996                   By: /s/ William T. Alldredge
                                         -----------------------------
                                         William T. Alldredge
                                         Vice President - Finance