As filed with the Securities and Exchange Commission on March 29,
   1999.

                                               REGISTRATION NO. 333-71747
   ======================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                             AMENDMENT NO. 1 TO 
                       POST-EFFECTIVE AMENDMENT NO. 1
                                 ON FORM S-3
                                     TO
                                  FORM S-4

                           Registration Statement
                                    under
                         The Securities Act of 1933
 
                         -------------------------

                           NEWELL RUBBERMAID INC.
           (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.)

                          29 East Stephenson Street
                          Freeport, Illinois 61032
        (Address of principal executive offices, including zip code)

                             Dale L. Matschullat
                       Vice President-General Counsel
                        6833 Stalter Drive, Suite 101
                          Rockford, Illinois 61108
                   (Name and address of agent for service)

                               (815) 381-8110
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                            Frederick L. Hartmann
                              Lauralyn G. Bengel
                            Schiff Hardin & Waite
                              7200 Sears Tower
                          Chicago, Illinois  60606
                               (312) 258-5500

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

        Approximate Date of Commencement of Proposed Sale to the Public:
   From time to time after the Registration Statement becomes effective.
        If the only securities being registered on this Form are being
   offered pursuant to dividend or interest reinvestment plans, please
   check the following box.  [ ]


     2


        If any of the securities being registered on this Form are to be
   offered on a delayed or continuous basis pursuant to Rule 415 under
   the Securities Act of 1933, other than securities offered only in
   connection with dividend or interest reinvestment plans, check the
   following box.  [x]
        If this Form is filed to register additional securities for an
   offering pursuant to Rule 462(b) under the Securities Act, please
   check the following box and list the Securities Act registration
   statement number of the earlier effective registration statement for
   the same offering.  [ ]
        If this Form is a post-effective amendment filed pursuant to Rule
   462(c) under the Securities Act, check the following box and list the
   Securities Act registration statement number of the earlier effective
   registration statement for the same offering.  [ ]
        If delivery of the prospectus is expected to be made pursuant to
   Rule 434, please check the following box.  [ ]

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


     3



   EXPLANATORY NOTE

        On March 24, 1999, by virtue of a merger of Rooster Company, a
   wholly owned subsidiary of Newell Co., with and into Rubbermaid
   Incorporated, (i) each outstanding share of common stock of Rubbermaid
   was converted into .7883 shares of common stock of Newell Co., and 
   (ii) Newell Co. changed its name to Newell Rubbermaid Inc.

        Newell Rubbermaid Inc. (formerly known as Newell Co.) hereby
   amends its Post-Effective Amendment No. 1 on Form S-3 to Form S-4
   (File No. 333-71747), filed on March 24, 1999 by filing this
   Amendment No. 1 to reflect the change in the corporate name to Newell
   Rubbermaid Inc.



     4


                SUBJECT TO COMPLETION - DATED MARCH 29, 1999

   PROSPECTUS

                            NEWELL RUBBERMAID INC.



                              1,000,000 Shares
                       Common Stock, $1.00 Par Value 

                RUBBERMAID INCORPORATED AMENDED AND RESTATED
                 1989 STOCK INCENTIVE AND STOCK OPTION PLAN

        This Prospectus relates to shares of common stock of Newell 
   Rubbermaid Inc. ("Newell") which may be offered and sold upon the 
   exercise of stock options and stock appreciation rights or the grant 
   of stock awards under the Rubbermaid Incorporated Amended and Restated 
   1989 Stock Incentive and Stock Option Plan.

        Our common stock is traded on the New York Stock Exchange and the
   Chicago Stock Exchange under the symbol "NWL."  On March 19, 1999, the
   closing sale price of the common stock on the New York Stock Exchange
   was $47.25 per share. 

        The mailing address and telephone number of Newell's principal
   executive offices are: 29 East Stephenson Street, Freeport, Illinois
   61032; telephone: (815) 235-4171.

          This Prospectus should be retained for future reference.

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


   Neither the Securities and Exchange Commission nor any state
   securities commission has approved or disapproved of these securities
   or passed upon the accuracy or adequacy of this prospectus.  Any
   representation to the contrary is a criminal offense.  

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



               The date of this Prospectus is March  ___, 1999


   The information in this prospectus is not complete and may be changed. 
   We may not sell these securities until the registration statement
   filed with the Securities and Exchange Commission is effective.  This
   prospectus is not an offer to sell these securities and it is not


     5


   soliciting an offer to buy these securities in any state where the
   offer or sale is not permitted.

   You should rely only on the information provided or incorporated by
   reference in this Prospectus.  The information in this Prospectus is
   accurate as of the dates on these documents, and you should not assume
   that it is accurate as of any other date. 



                              TABLE OF CONTENTS
                                                                     PAGE

   WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . .    6

   NEWELL RUBBERMAID INC.. . . . . . . . . . . . . . . . . . . . . .    6

   THE RUBBERMAID INCORPORATED AMENDED AND RESTATED
                 1989 STOCK INCENTIVE AND STOCK OPTION PLAN  . . . .    7

   LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . .   16

   USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . .   16

   PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . .   16

   DESCRIPTION OF COMMON SHARES  . . . . . . . . . . . . . . . . . .   16

   EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

   LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .   17


     6


                     WHERE YOU CAN FIND MORE INFORMATION


        We file annual, quarterly and current reports, proxy statements
   and other information with the SEC. You may read and copy any document
   we file at the SEC's public reference rooms in Washington, D.C., New
   York, New York and Chicago, Illinois. Please call the SEC at 1-800-
   SEC-0330 for further information on the public reference rooms. Our
   SEC filings are also available to the public at the SEC's web site at
   http://www.sec.gov.

        The SEC allows us to "incorporate by reference" into this
   prospectus the information we file with it, which means that we can
   disclose important information to you by referring you to those
   documents.  The information incorporated by reference is considered to
   be part of this prospectus, and later information that we file with
   the SEC will automatically update and supersede this information.  We
   incorporate by reference the documents listed below and any future
   filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
   the Securities Exchange Act of 1934 until our offering is completed:

   1.   Annual Report on Form 10-K for the year ended December 31, 1998;

   2.   Current Report on Form 8-K filed with the SEC on March 11, 1999;

   3.   Current Report on Form 8-K filed with the SEC on March 25, 1999;

   4.   The description of our common stock contained in Newell's
        Registration Statement on Form 8-B filed with the Securities and
        Exchange Commission on June 30, 1987; and

   5.   The description of Newell's Rights contained in our Registration
        Statement on Form 8-A12B dated August 28, 1998.

        You may request a copy of these filings at no cost, by writing to
   or telephoning us at the following address:

        Newell Rubbermaid Inc.
        6833 Stalter Drive
        Suite 101
        Rockford, Illinois  61108
        Tel: 1-800-424-1941
        Attn:     Office of Investor Relations

        You should rely only on the information incorporated by reference
   or provided in this prospectus. We have not authorized anyone else to
   provide you with different information.  We are not making an offer of
   these securities in any state where the offer is not permitted.  You
   should not assume that the information in this prospectus is accurate
   as of any date other than the date on the front of the document.

                           NEWELL RUBBERMAID INC.

   Newell Rubbermaid Inc. ("Newell") is a manufacturer and full-service 
   marketer of staple consumer products sold to high-volume purchasers, 
   including home centers and hardware stores, office superstores and 
   contract stationers, discount stores and warehouse clubs, department 


     7


   and specialty stores, and drug and grocery stores. Newell's basic 
   business strategy is to merchandise a multi-product offering of brand 
   name consumer products, which are concentrated in product categories 
   with relatively steady demand not dependent on changes in fashion, 
   technology or season, and to differentiate itself by emphasizing superior
   customer service.

   Newell's multi-product offering consists of staple consumer products
   in three major product groups: Hardware and Home Furnishings, Office
   Products, and Housewares.
      
        Newell believes that its primary competitive strengths are
   superior customer service, innovative marketing and merchandising
   programs, a broad multi-product offering, market leadership in
   virtually all product categories, decentralized manufacturing and
   marketing, centralized administration, and experienced management.
   Newell uses industry leading technology which contributes to its
   consistent on time delivery of products to its customers. 

        Newell's principal corporate offices are located at the Newell
   Center, 29 East Stephenson Street, Freeport, Illinois 61032, and its
   telephone number at these offices is 1-815-235-4171.
    
        On March 24, 1999, Rubbermaid Incorporated was merged with
   Newell and Newell's name was changed to Newell Rubbermaid Inc. 
   Rubbermaid and its subsidiaries manufacture, market, sell and
   distribute products for resale in the consumer, commercial,
   industrial, institutional, specialty, agricultural and contract
   markets. The items produced and marketed by Rubbermaid are principally
   in the home, juvenile, infant and commercial products categories, and
   include such product lines as: housewares, hardware, storage and
   organizational products, seasonal items, leisure and recreational
   products, infant furnishings, children's toys and products, commercial
   and industrial maintenance products, home health care products,
   sanitary maintenance items, and food service products. Rubbermaid's
   broad range of  products are sold and distributed through its own
   sales personnel and manufacturers' agents to a variety of retailers
   and wholesalers, including discount stores and warehouse clubs, toy
   stores, home centers and hardware stores, supermarkets, catalog
   showrooms and distributors serving institutional markets. 
   Rubbermaid's basic strategy is to market branded, high-quality
   products that offer high value to customers and consumers. Value is
   that best combination of quality, service, timeliness, innovation and
   price as perceived by the user. 

        In connection with the merger of the Company into Newell on March
   24, 1999, each Stock Incentive outstanding under the Rubbermaid
   Incorporated 1989 Amended and Restated Stock Incentive and Option Plan
   (the "Plan") at the time of the merger will be converted into the same
   instrument, but with the right to receive Newell common stock.  

        Under this conversion process, therefore, each Stock Option will
   be converted into an option to purchase the number of shares of Newell
   common stock equal to .7883 multiplied by the number of shares of
   Rubbermaid Common Shares which could have been obtained prior to the
   merger upon the exercise of the Rubbermaid Stock Option.  The
   converted option will have an exercise price per share equal to the
   exercise price for each Rubbermaid Common Share subject to the
   converted option divided by .7883.

                                          
 

     8


        Each outstanding SAR, Restricted Stock and Performance Award will
   be converted into the same instrument of Newell.  The awards will be
   converted, in each case, only with those adjustments to the terms of
   the awards as are necessary to preserve the value inherent in the
   awards with no detrimental effects on the holders of the awards.

        After the merger date, the terms of the Plan as described in this
   Prospectus and each participant's stock incentive agreement will
   continue to apply in all other respects.
     9


              THE RUBBERMAID INCORPORATED AMENDED AND RESTATED
                 1989 STOCK INCENTIVE AND STOCK OPTION PLAN

        The following is a description of the Plan. This description
   summarizes certain material provisions of the Plan, and is qualified
   in its entirety by reference to the Plan. Any term used in the
   description and not otherwise defined will have the meaning set forth
   in the Plan.


   GENERAL

        The Plan was originally adopted by the Board of Directors (the
   "Board") and shareholders of Rubbermaid (the "Company") on April 25,
   1989. The Plan was most recently amended and restated effective April
   22, 1997 pursuant to approval by the Board and shareholders of the
   Company.  The Plan provides for the grant to eligible participants of
   incentive or non-qualified stock options ("Stock Options") to purchase
   Common Shares, stock appreciation rights ("SARs"), awards of Common
   Shares subject to restrictions on transfer ("Restricted Stock") and
   performance awards ("Performance Awards") Stock Options, SARs,
   Restricted Stock and Performance Awards are collectively referred to
   as "Stock Incentives".  Each grant of a Stock Incentive will be
   evidenced by an agreement between the Company and the Plan
   participant.

        The total number of Common Shares that may be issued in
   connection with Stock Incentives granted under the Plan in any
   calendar year is equal to 1% of the total outstanding Common Shares as
   of the first day of such year.  With respect to incentive stock
   options granted under the Plan, the maximum number of Common Shares
   that may be issued under the Plan is 5,000,000.  The Common Shares
   issuable under the Plan may be unissued or treasury shares.

        The Plan is not subject to the Employee Retirement Income
   Security Act of 1974, as amended.

   PURPOSE OF THE PLAN

        The purpose of the Plan is to reward performance and build each
   participant's equity interest in the stock of the Company by providing
   long term incentives and rewards to directors and officers and other
   key employees of the Company and its subsidiaries who contribute to
   its continuing success by their innovation, ability, industry, loyalty
   and exceptional service.

   TERM OF THE PLAN

        The Plan, as amended and restated, became effective on April 22,
   1997 and will remain in effect until all shares authorized to be
   issued under the Plan have been exhausted or until the Plan is sooner
   terminated by the Board.  The Plan will continue in effect with
   respect to any Stock Incentives outstanding at the time of such
   termination.



     10


  
   ADMINISTRATION OF THE PLAN

        The Plan is administered by the Compensation and Management
   Development Committee of the Board (the "Committee") consisting of
   three or more directors appointed by the Board.  Unless the Board
   determines otherwise, each member of the Committee must be an "outside
   directors" as defined under Section 16.2(m) of the Internal Revenue
   Code of 1986, as amended (the "Code"), and a "non-employee" director
   as defined under Rule 16b-3 of the 1934 Act.

        Subject to the terms of the Plan, the Committee is authorized to
   interpret and administer the Plan, select participants in the Plan,
   determine the type and amount of Stock Incentives to be granted to
   each participant, and determine the terms and conditions of Stock
   Incentives granted under the Plan.  Decisions by the Committee are
   final, binding and conclusive on the Company, its shareholders and the
   participants in the Plan.

   PARTICIPANTS

        All directors, officers, and other employees of the Company or
   its subsidiaries are eligible to participate in the Plan. 
   Participation in the Plan is limited to those selected by the
   Committee.

   TERMS OF STOCK INCENTIVES UNDER THE PLAN

        RESTRICTED STOCK.  The Committee may grant Restricted Stock under
   the Plan to such participants and in such amounts as it determines. 
   Restricted Stock awards shall specify the applicable restrictions on
   the shares, the duration of any such restrictions and the conditions
   under which the Restricted Stock may be forfeited to the Company. 
   Notwithstanding the foregoing, the Committee may modify or accelerate
   the vesting of shares of Restricted Stock.  In addition, Restricted
   Stock will be forfeited to the Company of the participant terminates
   employment with the Company (for any reason other than death,
   disability or retirement) prior to the lapse of restrictions on the
   award.

        Recipients of Restricted Stock become shareholders of the Company
   with full dividend and voting rights unless the Committee provides
   otherwise at the time of grant or until such Restricted Stock is
   forfeited.  Certificates evidencing the Restricted Stock will be held
   by the Company.  Upon the expiration of the restricted period and the
   satisfaction of any other restrictions specified by the Committee at
   the time of grant, the Company will deliver to the participant stock
   certificates representing the number of Common Shares on which all
   restrictions have lapsed.

      The Plan limits the number of shares of Restricted Stock that may
   be granted to each participant during any calendar year to that number
   of shares with a value at the time of grant equal to the lesser of
   500% of the participant's base salary or $2,000,000.
     11


  
          A recipient of Restricted Stock cannot pledge, assign or transfer
   the Restricted Stock prior to the lapse of restrictions on the award
   during such participant's lifetime.  Any such attempted transfer is
   null and voice and will result in the forfeiture of the Restricted
   Stock to the Company.

        PERFORMANCE AWARDS.  The Committee may grant to participants
   Performance Awards that may be earned over a specified period of time
   and that are contingent upon the attainment of performance goals by
   the Company or its subsidiaries.  The Committee has discretion to
   determine the period of time over which performance is measured and to
   establish the performance goals.  At the time of grant, the Committee
   shall fix the number of Common Shares that can be earned by a
   participant by achieving the performance goals.  The level of
   performance goals attained will determine the number of Common Shares
   earned over the performance period by the participant.  With respect
   to Performance Awards that qualify as "performance based" as defined
   in Section 162(m) of the Code, the Committee cannot increase the
   amount of the award upon attainment of the applicable performance
   goals.  The Plan does not preclude the Committee from exercising
   negative discretion with respect to any Performance Award (i.e., to
   reduce or eliminate the award payable).

        The Committee establishes performance goals on the basis of one
   or more of the following factors: return on net assets, return on
   capital employed, economic value added, level of sales, earnings per
   share, income before taxes and cumulative effect of accounting
   changes, net income, return on equity, total shareholder return,
   market valuation, cash flow and completion of acquisitions.

        The Committee, in its discretion, may elect to make the payment
   of Performance Awards in Restricted Shares, Common Shares, cash or any
   combination of the foregoing.  The Committee may delay payment of a
   Performance Award, in whole or in part, until such payment is
   deductible by the Company based on Section 162(m) of the Code. 
   Recipients of Performance Awards payable in Common Shares or
   Restricted Shares become shareholders of the Company at the time of
   grant with full dividend and voting rights except to the extent the
   Committee provides otherwise.

        In addition to any specific provisions on forfeiture provided for
   at the time of grant by the Committee, Performance Awards will be
   forfeited to the Company if the participant terminates employment
   (other than upon death, disability or retirement) with the Company or
   any of its subsidiaries prior to completion of the performance period. 
   The Committee may provide for full or partial payment of the
   Performance Award that would have been payable if the participant had
   continued employment for the entire performance period as long as the
   Performance Award qualifies as "performance based" within the meaning
   of Section 162(m).
     12


   
        The Plan limits the number of Performance Awards that may be
   granted during any calendar year to each participant to that number of
   shares with a value at the time of grant equal to the lesser of 500%
   of the participant's base salary or $2,000,000.

        A participant cannot pledge, assign or transfer Performance
   Awards prior to the lapse of restrictions on such awards during such
   participant's lifetime.  Any such attempted transfer is mull and void
   and will result in the forfeiture of the Performance Award to the
   Company.

        STOCK OPTIONS.  The Committee may grant eligible participants
   Stock Options that either qualify as incentive stock options
   ("Incentive Stock Options") under Section 422 of the Code or do not so
   qualify ("Non-qualified Stock Options").  Options may be granted for
   such lawful consideration as the Committee may determine.  Such
   consideration may consist of money or other property, tangible or
   intangible, or labor or services received or to be received by the
   Company.

        The price of each Common Share purchasable under a Stock Option
   will be not less than the fair market value of a Common Share on the
   date the Stock Option is granted.  In the case of a participant who at
   the date of grant is an Incentive Stock Option owns more than 10% of
   the total combined voting power of all classes of stock of the Company
   or its subsidiaries (as determined under Section 425(d) of the Code),
   the exercise price will not be less than 110% of the fair market value
   of the Common Share on the date the Incentive Stock Option is granted.

        A Stock Option is not exercisable after the tenth anniversary of
   the date of grant or, the fifth anniversary after the date of grant of
   an Incentive Stock Option in the case of a participant who at the date
   of grant owned more than 10% of the total combined voting power of all
   classes or stock of the Company or its subsidiaries.  Stock Options
   may be exercised during such periods before and after the participant
   terminates employment or ceases to serve as a director, as the
   Committee may provide.  The Committee may, at any time and without
   additional consideration, accelerate the date on which a Stock Option
   becomes exercisable.

        Each Stock Option may be exercised during the holder's lifetime,
   only by the holder or the holder's guardian or legal representatives,
   and after death only by the holder's beneficiary or, absent a
   beneficiary, by the estate or by a person who acquired the right to
   exercise the Stock Option by will or the laws of descent and
   distribution.  Stock Options may become exercisable in full at the
   time of grant or at such other times and in such installments as the
   Committee may determine.

        A participant can exercise a Stock Option in whole or in part by
   providing written notice of exercise on a proper form to the Company
   specifying the number of shares to be purchased.  Such notice shall be
   accompanied by full payment of the purchase price.  The purchase price
   may be paid in cash, in Common Shares or other property, by the
     13


   
   surrender of all or part of the Stock Option being exercised, by the
   immediate sale through a broker of that number of shares being
   acquired sufficient to pay the purchase price, or by a combination of
   these methods, as and to the extent permitted by the Committee.

     The aggregate fair market value of the shares to be purchased in
   connection with the first exercise of Incentive Stock Options granted
   to any employee during any calendar year (under all stock option plans
   of Rubbermaid and its subsidiaries) may not exceed $100,000.  The
   maximum number of Common Shares subject to Stock Options that can be
   granted to a participate during each calendar year is 500,000.

        Under the Plan, the Committee may permit participants to transfer
   Stock Options to eligible transferees (as such eligibility is
   determined by the Committee).

        STOCK APPRECIATION RIGHTS.  An SAR may be granted alone or in
   tandem with options, either at the time the options are granted or at
   any time thereafter while the options are outstanding.  Tandem SARs
   may supplement the options to which they relate, in which case the
   holder may exercise the SAR if and when the holder exercises the
   related option.  They may also be alternatives to the options to which
   they relate, in which case upon exercise of the SAR, the holder must
   surrender the related option unexercised, or upon exercise of the
   option, the holder must surrender the related SAR.

        Under the Plan, the Committee may permit participants to transfer
   SARs to eligible transferees (as such eligibility is determined by the
   Committee).  SARs may be granted for such lawful consideration as the
   Committee may determine when the SARs are granted.  Such consideration
   may consist of money or other property, tangible or intangible, or
   labor or services received or to be received by the Company.

        SARs may become exercisable in full at the time of grant or in
   one or more installments, and at such time or times as determined by
   the Committee.  The Committee may accelerate the date on which an SAR
   is exercisable.  SARs, to the extent they become exercisable, may be
   exercised at any time until they expire or terminate.  No free
   standing SAR is exercisable after the tenth anniversary of the date of
   grant, and no tandem SAR is exercisable after the related option
   ceases to be exercisable.  Unless otherwise determined by the
   Committee, each SAR may be exercised, during the holder's lifetime,
   only by the holder or the holder's guardian or legal representatives
   and after death only by the holder's beneficiary or, absent a
   beneficiary, by the estate or by a person who acquired the right to
   exercise the SAR by will or the laws of descent and distribution.

     Upon exercise of SARs, the holder will receive cash, Common
   Shares or a combination of each, as the Committee may determine, equal
   in value to the difference between the fair market value per Common
   Share on the date of exercise of the SARs and the exercise price of
   the SARs, multiplied by the number of shares subject to the SARs or
   related option.  However, the Committee may provide if any holder
   exercises SARs during the thirty-day period following a Change in
   Control (as defined in the Plan), the holder will receive the
     14


   
   difference between the highest fair market value of the Common Share
   during such thirty-day period and the exercise price of the SARs,
   multiplied by the number of shares subject to the SARs or related
   option.  In the case of tandem SARs, the exercise price is the price
   at which shares may be purchased under the related option.  In the
   case of SARs that are not granted in tandem with an option, the
   exercise price will be the fair market value of the Common Share on
   the date the SAR is granted.

        The maximum number of Common Shares subject to SARs that can be
   granted to a participant during each calendar year is 500,000.

   EFFECT OF CHANGE IN CONTROL

        In the event of a change in control (as such term is defined
   pursuant to the terms of the Plan), each outstanding Restricted Stock
   award and Performance Award will become fully vested as of the day
   before such event occurs.  This will result in the lapse of all
   restrictions on such Restricted Stock awards and Performance Awards,
   regardless, in the case of Performance Awards, of any unachieved
   performance goal.  Any option or SAR which is outstanding but not yet
   exercisable at the time of a Change in Control will become exercisable
   and remain exercisable until it expires or terminates pursuant to its
   terms and conditions.  In addition, the Plan authorizes the Committee
   to grant options and SARs which become exercisable only in the event
   of a Change in Control, to provide for SARs to be exercised
   automatically and only in case of such an event, and to provide for
   cash to be paid in settlement of any Stock Incentive in such event.

   AMENDMENT AND TERMINATION

        Subject to any applicable shareholder approval requirements of
   applicable law or the rules of the New York Stock Exchange, the Plan
   may be amended by the Board, without shareholder approval, provided
   that no such amendment may increase the number of shares which may be
   issued under Incentive Stock Options or change the material terms of a
   performance goal that were previously approved by shareholders unless
   the Board determines such approval is not necessary to avoid loss of a
   deduction under Section 162(m), will not avoid such loss of deduction,
   or is not advisable.  In addition, the Board may terminate the Plan at
   any time.  No amendment or termination shall adversely affect any
   Stock Incentive granted prior to the date of such amendment or
   termination without the written consent of the participant.

        The Committee may amend any outstanding Stock Incentive as it
   deems appropriate, provided that if the amendment is adverse to the
   holder, the holder's consent to such amendment is required.

   FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

        The following brief description of the tax consequences of awards
   under the Plan is based on federal income tax laws currently in effect
   and does not purport to be a complete description of such federal
   income tax consequences.

     15


      
   RESTRICTED STOCK AWARDS AND PERFORMANCE AWARDS

        A participant who has been awarded Restricted Stock or shares
   pursuant to a Performance Award ("Performance Shares") and does not
   make an election under Section 83(b) of the Code will not recognize
   taxable income at the time of the award.  At the time any transfer or
   forfeiture restrictions applicable to the Restricted Stock award or
   Performance Award lapse, the recipient will recognize ordinary income
   and the Company will be entitled to a corresponding deduction equal to
   the excess of the fair market value of such stock at such time over
   the amount paid therefor.  Any dividends paid to the recipient on the
   Restricted Stock or Performance Award at or prior to such time will be
   ordinary compensation income to the recipient and deductible as such
   by the Company.

        An employee who has been awarded Restriction Stock or Performance
   Shares and makes an election under Section 83(b) of the Code will
   recognize ordinary income at the time of the award and the Company
   will be entitled to a corresponding deduction equal to the fair market
   value of such stock at such time over the amount paid therefor.  Any
   dividends subsequently paid to the recipient on the Restricted Stock
   or Performance Award will be dividend income to the recipient and not
   deductible by the Company.  If an election under Section 83(b) has
   been made, there are no further federal income tax consequences either
   to the recipient or the Company at the time any transfer or forfeiture
   restrictions applicable to the Restricted Stock award or Performance
   Award lapse.

   OPTIONS

        There are no federal income tax consequences either to the
   optionee or to the Company upon the grant of an Incentive Stock Option
   or a Non-qualified Stock Option.

        On the exercise of an Incentive Stock Option during employment or
   within three months thereafter (twelve months in the case of death or
   disability), the optionee will not recognize any income and the
   Company will not be entitled to a deduction, although the excess of
   the fair market value of the shares on the date of exercise over the
   option price is includible in the optionee's alternative minimum
   taxable income, which may give rise to alternative minimum tax
   liability for the optionee.  Generally, if the optionee disposes of
   share acquired upon exercise of an Incentive Stock Option within two
   years of the date of grant or one year of the date of exercise, the
   optionee will recognize ordinary income, and the Company will be
   entitled to a deduction, equal to the excess of the fair market value
   of the shares on the date of exercise over the option price (limited
   generally to the gain on the sale).  The balance of any gain or loss
   will be treated as a capital gain or loss to the optionee.  If the
   shares are disposed of after the two year and one year periods
   mentioned above, the Company will not be entitled to any deduction,
   and the entire gain or loss for the optionee will be treated as a
   capital gain or loss.
     16


   
        On exercise of a Non-qualified Stock Option, the excess of the
   date-of-exercise fair market value of the shares acquired over the
   option price will generally be taxable to the optionee as ordinary
   income and deductible by the Company, and the Company is required to
   withhold taxes in respect of the exercise.  A subsequent disposition
   of shares acquired upon the exercise of a Non-qualified Stock Option
   will generally result in a capital gain or loss for the optionee, but
   will have no tax consequences for the Company.

   STOCK APPRECIATION RIGHTS

        There are no federal income tax consequences either to the
   grantee or the Company upon the grant of SARs.  The amount of any cash
   (or the fair market value of any Common Shares) received by the holder
   upon the exercise of SARs under the Plan will be subject to ordinary
   income tax in the year of receipt and the Company will be entitled to
   a deduction of such amount.

        THE FEDERAL INCOME TAX DISCUSSION SET FORTH IN THIS SECTION IS
   INCLUDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO BE A
   COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES.  THE
   DISCUSSION DOES NOT ADDRESS THE TAX CONSEQUENCES ARISING UNDER THE
   LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION.  THE DISCUSSION
   IS BASED UPON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, TREASURY
   REGULATIONS THEREUNDER AND ADMINISTRATIVE RULINGS AND COURT DECISIONS
   AS OF THE DATE HEREOF.  ALL OF THE FOREGOING ARE SUBJECT TO CHANGE AND
 
   ANY SUCH CHANGE COULD AFFECT THE CONTINUING VALIDITY OF THE
   DISCUSSION.  PLAN PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS
   AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM, INCLUDING THE EFFECT OF
   FOREIGN, STATE AND LOCAL TAXES.

                           LIMITATION OF LIABILITY

   Neither Newell, Rubbermaid, its agent (including Newell or Rubbermaid
   if it is acting as such) in administering the Plan, nor the agent
   shall be liable for any act done in good faith or for the good faith
   omission to act in connection with the Plan.  However, nothing
   contained herein shall affect a Participant's right to bring a cause
   of action based on alleged violations of federal securities laws.

                               USE OF PROCEEDS

   Newell intends to use any net proceeds from the issuance of its common
   stock in connection with a participant's exercise of an option under
   the Plan for general corporate purposes.
 
                            PLAN OF DISTRIBUTION

   The common stock being offered hereby is offered pursuant to the Plan,
   the terms of which provide for the issuance of common stock in
   connection with the exercise of a stock option or stock appreciation
   right or the attainment of certain pre-established performance goals.


     17


  
                        DESCRIPTION OF COMMON SHARES

   Newell's certificate of incorporation authorizes the issuance of
   400,000,000 shares of Common Stock, of which 162,728,371 were issued and
   outstanding on February 8, 1999.  The description of the Common Stock is
   incorporated by reference into this Prospectus.  See "Incorporation of
   Information by Reference" for information on how to obtain a copy of
   this description.

                                   EXPERTS

   The consolidated financial statements of Newell set forth in Newell's
   Annual Report on Form 10-K for the fiscal year ended December 31, 1998
   have been audited by Arthur Andersen LLP, independent accountants, as 
   stated in their report dated January 27, 1999 included in the Form 
   10-K and incorporated by reference in this document. Those consolidated
   financial statements have been incorporated by reference in this 
   document and in reliance upon Arthur Andersen LLP's report given 
   upon the authority of that firm as experts in accounting and auditing.

                                LEGAL MATTERS

   Certain legal matters in connection with the Common Stock offered
   hereby have been passed upon for Newell by Schiff Hardin & Waite,
   Chicago, Illinois.  Schiff Hardin & Waite has advised Newell that a
   member of the firm participating in the representation of Newell owns
   approximately 3,900 shares of Newell common stock. 
     18



                                   PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

   ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The estimated expenses in connection with the offering are as
   follows: 

        Registration fee under the Securities Act  . . . . . . .  $  0   
        Legal fees and expenses  . . . . . . . . . . . . . . . .  $25,000
        Accounting fees and expenses . . . . . . . . . . . . . .  $ 5,000
        Miscellaneous  . . . . . . . . . . . . . . . . . . . . .  $15,000
                                                                   ------
                       Total . . . . . . . . . . . . . . . . . .  $45,000

   ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 102 of the Delaware law allows a corporation to eliminate
   the personal liability of a director to the corporation or its
   stockholders for monetary damages for breach of fiduciary duty as a
   director, except in cases where the director breached his or her duty
   of loyalty to the corporation or its stockholders, failed to act in
   good faith, engaged in intentional misconduct or a knowing violation
   of the law, willfully or negligently authorized the unlawful payment
   of a dividend or approved an unlawful stock redemption or repurchase
   or obtained an improper personal benefit.  Newell's Charter contains a
   provision which eliminates directors' personal liability as set forth
   above. 
    
        The Charter and the Bylaws of Newell provide in effect that
   Newell shall indemnify its directors and officers to the extent
   permitted by the Delaware law.  Section 145 of the Delaware law
   provides that a Delaware corporation has the power to indemnify its
   directors, officers, employees and agents in certain circumstances.
    
        Subsection (a) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, 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), against expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement actually and
   reasonably incurred in connection with such action, suit or proceeding
   provided that such director, officer, employee or agent acted in good
   faith and in a manner he or she reasonably believed to be in or not
   opposed to the best interests of the corporation, and, with respect to
   any criminal action or proceeding, provided that such director,
   officer, employee or agent had no reasonable cause to believe that his
   or her conduct was unlawful.
    


     19


        Subsection (b) of Section 145 of the Delaware law empowers a
   corporation to indemnify any director, officer, employee or agent, or
   former director, officer, employee or agent, 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 such person
   acted in any of the capacities set forth above, against expenses
   (including attorneys' fees) actually and reasonably incurred in
   connection with the defense or settlement of such action or suit
   provided that such person acted in good faith and in a manner he or
   she reasonably believed to be in or not opposed to the best interests
   of the corporation, except that no indemnification may be made in
   respect of any claim, issue or matter as to which such person shall
   have been adjudged to be liable to the corporation unless and only to
   the extent that the Court of Chancery shall determine that despite the
   adjudication of liability such person is fairly and reasonably
   entitled to indemnity for such expenses which the court shall deem
   proper. 
    
        Section 145 further provides that to the extent that a director
   or officer or employee of a corporation has been successful in the
   defense of any action, suit or proceeding referred to in subsections
   (a) and (b) or in the defense of any claim, issue or matter therein,
   he or she shall be indemnified against expenses (including attorneys'
   fees) actually and reasonably incurred by him or her in connection
   therewith; that indemnification provided by Section 145 shall not be
   deemed exclusive of any other rights to which the party seeking
   indemnification may be entitled; and the corporation is empowered to
   purchase and maintain insurance on behalf of a director, officer,
   employee or agent of the corporation against any liability asserted
   against him or her or incurred by him or her in any such capacity or
   arising out of his or her status as such whether or not the
   corporation would have the power to indemnify him or her against such
   liabilities under Section 145; and that, unless indemnification is
   ordered by a court, the determination that indemnification under
   subsections (a) and (b) of Section 145 is proper because the director,
   officer, employee or agent has met the applicable standard of conduct
   under such subsections shall be made by (1) a majority vote of the
   directors who are not parties to such action, suit or proceeding, even
   though less than a quorum, or (2) if there are no such directors, or
   if such directors so direct, by independent legal counsel in a written
   opinion, or (3) by the stockholders.
    
        Newell has in effect insurance policies for general officers' and
   directors' liability insurance covering all of Newell's officers and
   directors.  Newell also has entered into indemnification agreements
   with each of its officers and directors that provide that the officers
   and directors will be entitled to their indemnification rights as they
   existed at the time they entered into the agreements, regardless of
   subsequent changes in Newell's indemnification policy.

        Pursuant to an Agreement and Plan of Merger by and between Newell
   Co., Rooster Company and Rubbermaid Incorporated dated as of October


     20


   20, 1998 (the "Merger Agreement"), Newell will, to the fullest extent
   not prohibited by applicable law, indemnify, defend and hold harmless
   each person who is now, or has been at any time prior to the date of
   the merger agreement, or who becomes prior to the Effective Time (as
   defined in the Merger Agreement), an officer, director of employee of
   Rubbermaid or any of its subsidiaries against any losses, expenses,
   claims, damages or liabilities (1) arising out of acts or omissions
   occurring at or prior to the Effective Time that are based on or
   arising out of the fact that such person is or was a director, officer
   or employee of Rubbermaid or any of its subsidiaries or served as a
   fiduciary under or with respect to any Rubbermaid employee benefit
   plan and (2) to the extent they are based on or arise out of the
   transactions contemplated by the Merger Agreement.  In addition, from
   and after the Effective Time, directors and officers of Rubbermaid who
   become directors or officers of Newell will be entitled to
   indemnification under the  Charter and the Bylaws of Newell, as the
   same may be amended from time to time in accordance with their terms
   and applicable law, and to all other indemnity rights and protections
   as are afforded to other directors and officers of Newell.

        Additionally, for six years after the Effective Time, Newell will
   maintain in effect Rubbermaid's current directors' and officers'
   liability insurance covering acts or omissions occurring prior to the
   Effective Time with respect to those persons who are currently covered
   by Rubbermaid's directors' and officers' liability insurance policy on
   terms with respect to such coverage and amount no less favorable than
   those of such policy in effect on the date of the Merger Agreement;
   provided that Newell may substitute policies of Newell or its
   subsidiaries containing terms with respect to coverage and amount no
   less favorable to such directors or officers.  Newell will not be
   required to pay aggregate premiums for the insurance described in this
   paragraph in excess of 200% of the aggregate premiums paid by
   Rubbermaid in 1998, except that if the annual premiums of such
   insurance coverage exceed such amount, Newell will be obligated to
   obtain a policy with the best coverage available, in the reasonable
   judgment of Newell's Board, for a cost up to but not exceeding such
   amount.  

        For six years after the Effective Time, Newell will also maintain
   in effect Rubbermaid's current fiduciary liability insurance policies
   for employees who serve or have served as fiduciaries under any
   Rubbermaid benefit plan with coverages and in amounts no less
   favorable than those of such policy in effect on the date of the
   Merger Agreement. 

   ITEM 16.  EXHIBITS.

        The Exhibits filed herewith are set forth on the Exhibit Index
   filed as part of this Registration Statement.


     21


   ITEM 17.  UNDERTAKINGS.

        (a)  Newell hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

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

             (ii)  To reflect in the prospectus any facts or events
                   arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set
                   forth in this Registration Statement.  Notwithstanding
                   the foregoing, any increase or decrease in volume of
                   securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high end
                   of the estimated maximum offering rang may be reflected
                   in the form of prospectus filed with the Commission
                   pursuant to Rule 242(b) if, in the aggregate, the
                   changes in volume and price represent no more than a
                   20% change in the maximum aggregate offering price set
                   forth in the "Calculation of Registration Fee" table in
                   the effective registration statement; and

             (iii) To include any material information with respect
                   to the plan of distribution not previously
                   disclosed in this Registration Statement or any
                   material change to such information in this
                   Registration Statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
   section do not apply if the registration statement is on form s-3,
   form s-8 or form f-3, and the information required to be included in a
   post-effective amendment by those paragraphs is contained in periodic
   reports filed with or furnished to the Commission by Newell pursuant
   to Section 13 or Section 15(d) of the Exchange Act that are
   incorporated by reference in this Registration Statement.

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

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


     22


        (b)  Newell hereby undertakes that, for purposes of determining
   any liability under the Securities Act of 1933, each filing of
   Newell's annual report pursuant to Section 13(a) or Section 15(d) of
   the Exchange Act (and, where applicable, each filing of an employee
   benefit plan's annual report pursuant to Section 15 (d) of the
   Exchange Act) that is incorporated by reference in this Registration
   Statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
   thereof.

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



                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities Act 
   of 1933, the Registrant hereby certifies that it has reasonable grounds 
   to believe that it meets all the requirements for filing on Form S-3 and 
   has duly caused this registration statement to be signed on its behalf 
   by the undersigned, thereunto duly authorized, in the City of Rockford, 
   State of Illinois, on the 26th day of March, 1999.

                                      NEWELL RUBBERMAID INC.


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

     23



        Pursuant to the requirements of the Securities Act of 1933, as
   amended, this Registration Statement has been signed by the following
   persons in the capacities and on the date indicated.

Signature Title Date --------- ----- ---- * John J. McDonough Chief ----------------------------------- Executive Officer (Principal John J. McDonough Executive Officer) and Director * Thomas A. Ferguson, Jr. President and Chief ----------------------------------- Operating Officer and Director Thomas A. Ferguson, Jr. * Donald L. Krause Senior Vice President - Corporate ----------------------------------- Controller (Principal Accounting Donald L. Krause Officer) * William T. Alldredge Vice President - Finance ----------------------------------- (Principal Financial Officer) William T. Alldredge * William P. Sovey Chairman of the Board of ----------------------------------- Directors William P. Sovey Director ----------------------------------- Tom H. Barrett Director ----------------------------------- Scott S. Cowen * Alton F. Doody Director ----------------------------------- Alton F. Doody 24 Director ----------------------------------- Thomas J. Falk * Daniel C. Ferguson Director ----------------------------------- Daniel C. Ferguson * Robert L. Katz Director ----------------------------------- Robert L. Katz Director ----------------------------------- William D. Marohn * Elizabeth Cuthbert Millett Director ----------------------------------- Elizabeth Cuthbert Millett * Cynthia A. Montgomery Director ----------------------------------- Cynthia A. Montgomery * Allan P. Newell Director ----------------------------------- Allan P. Newell ----------------------------------- Director General Gordon R. Sullivan, USA Ret.
*By: /s/ Dale L. Matschullat March 26, 1999 ------------------------------- Dale L. Matschullat Attorney-in-Fact 25 INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------- 2 Agreement and Plan of Merger dated as of October 20, 1998, among Newell, Rubbermaid and Rooster Company (incorporated by reference to Annex A to the joint proxy statement/prospectus contained in Newell's Registration Statement on Form S-4 (File No. 333-71747) effective February 4, 1999. 4.1* Rubbermaid Incorporated Amended and Restated 1989 Stock Incentive and Option Plan. 4.2 Rights Agreement, dated as of August 6, 1998, between Newell and First Chicago Trust Company of New York (incorporated by reference to Exhibit I to Newell's Registration Statement on Form 8-A12B (Reg. No. 1-09608), filed with the Commission on August 28, 1998). 5.1* Opinion of Schiff Hardin & Waite. 5.2* Supplemental Opinion of Schiff Hardin & Waite. 23.1* Consent of Arthur Andersen LLP. 23.2* Supplemental Consent of Arthur Andersen LLP. 23.3* Consent of Schiff Hardin & Waite (included in its opinion filed as Exhibit 5.1 in this Registration Statement). 23.4* Supplemental Consent of Schiff Hardin & Waite (included in its opinion filed as Exhibit 5.2 in this Registration Statement). 24* Power of Attorney (set forth on the signature page of the S-4 Registration Statement). ------------------- * Previously filed as an Exhibit to the Form S-3 to which this Amendment No. 1 relates.