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, 2001                          1-9608

                           NEWELL RUBBERMAID INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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

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


        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          New York Stock Exchange
        per share, and associated          Chicago Stock Exchange
          Common Stock Purchase
                 Rights

   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.  [ ]

   There were 282.5 million shares of the Registrant's Common Stock
   outstanding as of February 28, 2002.  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 non-affiliates
   of the Registrant was approximately $7,785.8 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, 2002.















































                                      2



   ITEM 1.   BUSINESS
             --------

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

   GENERAL
   -------

   The Company is a global manufacturer and full-service marketer of
   name-brand consumer products serving the needs of volume purchasers,
   including discount stores and warehouse clubs, home centers and
   hardware stores, and office superstores and contract stationers.  The
   Company's basic business strategy is to merchandise a multi-product
   offering of everyday consumer products, backed by an obsession with
   customer service excellence and new product development, in order to
   achieve maximum results for its stockholders.  The Company's multi-
   product offering consists of name-brand consumer products in five
   business segments: Rubbermaid; Parker/Eldon; Levolor/Hardware;
   Calphalon/WearEver and Little Tikes/Graco.  The Company's financial
   objectives are to achieve above-average sales and earnings per share
   growth, maintain a superior return on investment and maintain a
   conservative level of debt.  To accomplish these objectives, the
   Company established five key measures to measure financial
   performance: internal sales growth, operating income as a percent of
   sales, working capital as a percent of sales, free cash flow and
   return on invested capital.  The Company defines free cash flow as cash
   provided from operating activities less capital expenditures and dividends.

   In an effort to achieve superior performance in the five key financial
   measures, the Company introduced six transformational strategic
   initiatives in 2001 as follows: Productivity, New Product Development,
   Marketing, Key Accounts, Streamlining, and Collaboration.  

   Productivity is the initiative to reduce the cost of manufacturing a
   product by at least five percent per year, annually.  New Product
   Development represents the commitment to develop and introduce
   cutting-edge, innovative new products to the market.  The marketing
   initiative represents the Company's commitment to transform from a
   push to pull marketing organization, focusing on the end-user.  The
   Key Account initiative represents the Company's intention to allocate
   resources to those strategic retailers the Company believes will
   continue to grow in the near future.  Streamlining is the commitment
   to reduce non-value added costs and cut out excess layers, in an
   effort to be the low-cost supplier.  Collaboration is the Company's
   initiative for the divisional operating units to work together and
   maximize economies of scale and the use of best-practices.

   Forward-looking statements in this Report are made in reliance upon
   the safe harbor provisions of the Private Securities Litigation Reform
   Act of 1995.  Such forward-looking statements may relate to, but are
   not limited to, information or assumptions about sales, income,
   earnings per share, return on equity, return on invested capital,

                                      3


   capital expenditures, working capital, dividends, capital structure,
   free cash flow, debt to capitalization ratios, interest rates,
   internal growth rates, Euro conversion plans and related risks, impact of
   changes in accounting standards, pending legal proceedings and claims 
   (including environmental matters), future economic performance, operating 
   income improvements, synergies, management's plans, goals and objectives 
   for future operations and growth or the assumptions relating to any of the
   forward-looking statements.  The Company cautions that forward-looking
   statements are not guarantees since there are inherent difficulties in
   predicting future results.  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 limited 
   to, those matters set forth in this Report and Exhibit 99 to this Report.







































                                      4


   BUSINESS SEGMENTS
   -----------------

                                 RUBBERMAID
                                 ----------

   The Company's Rubbermaid business is conducted by the Rubbermaid Home
   Products, Rubbermaid Commercial Products, Curver (Europe), Rubbermaid
   Closet & Organization Products and  Goody divisions.  Rubbermaid Home
   Products and Curver design, manufacture or source, package and
   distribute indoor and outdoor organization, storage, and cleaning
   products.  Rubbermaid Commercial Products designs, manufactures or
   sources, packages and distributes industrial and commercial waste and
   recycling containers, cleaning equipment, food storage, serving and
   transport containers, outdoor play systems and home health care
   products.  Rubbermaid Closet & Organization Products primarily
   designs, manufactures or sources, packages and distributes wire
   storage and laminate products and ready-to-assemble closet
   organization and work shop cabinets and distributes hardware, which
   includes bolts, screws and mechanical fasteners.  Goody designs,
   sources, manufactures, packages and distributes hair care accessories.

   Rubbermaid Home Products, Rubbermaid Commercial Products, Curver,
   Rubbermaid Closet & Organization Products and Goody primarily sell
   their products under the Rubbermaid{R}, Curver{R}, Blue Ice{R}.
   Carex{R}, Wilhold{R}, Dorfile{R}, Lee Rowan{R}, System Works{R},
   Ace{R}, and Goody{R} trademarks. 

   Rubbermaid Home Products, Curver and Goody market their products
   directly and through distributors to mass merchants, warehouse clubs,
   grocery/drug stores and hardware distributors, using a network of
   manufacturers' representatives, as well as regional direct sales
   representatives and market-specific sales managers.  Rubbermaid
   Commercial Products and Rubbermaid Closet & Organization Products
   market their products directly and through distributors to commercial
   channels and home centers using a direct sales force.
    
                                PARKER/ELDON
                                ------------

   The Company's Parker/Eldon business is conducted by the Sanford North
   America, Sanford International, Eldon Office Products and Cosmolab
   divisions.  Sanford North America primarily designs, manufactures or
   sources, packages and distributes permanent/waterbase markers, dry
   erase markers, overhead projector pens, highlighters, wood-cased
   pencils, ballpoint pens and inks, and other art supplies. It also
   distributes other writing instruments including roller ball pens and
   mechanical pencils for the retail marketplace.  Sanford International
   primarily designs and manufactures, packages and distributes ball
   point pens, wood-cased pencils, roller ball pens and other art
   supplies for the retail and distributor markets.  Eldon Office
   Products primarily designs, manufactures or sources, packages and

                                      5


   distributes desktop accessories, computer accessories, storage
   products, card files and chair mats.  Cosmolab primarily designs and
   manufactures, packages and distributes private label cosmetic pencils
   for commercial customers.

   Sanford primarily sells its products under the trademarks Sanford{R},
   Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R}, Colorific{R},
   Eberhard Faber{R}, Berol{R}, Grumbacher{R}, Reynolds{R}, Rotring{R},
   Uni-Ball{R} (used under exclusive license from Mitsubishi Pencil Co.
   Ltd. and its subsidiaries in North America), Expo{R}, Accent{R}, Vis-
   a-Vis{R}, Expresso{R}, Liquid Paper{R}, and Mongol{R}.  Eldon Office
   Products markets its products under the Rolodex{R}, Eldon{R},
   Rogers{R} and Rubbermaid{R} trademarks.

   Sanford North America 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 company sales
   representatives, regional sales managers, key account managers and
   selected manufacturers' representatives. Sanford International markets
   its products directly to retailers and distributors using a direct
   sales force.  Eldon Office Products markets its products directly and
   through distributors to mass merchants, warehouse clubs, grocery/drug
   stores, office superstores, office supply stores and contract
   stationers, using a network of manufacturers' representatives, as well
   as regional zone and market-specific key account representatives and
   sales managers.

                              LEVOLOR/HARDWARE
                              ----------------

   The Company's Levolor/Hardware business is conducted by the
   Levolor/Kirsch, Newell Window Fashions Europe, Amerock Cabinet and
   Window Hardware Systems, EZ Paintr, BernzOmatic and Newell Hardware
   Europe.  Levolor/Kirsch primarily design, manufacture or source,
   package and distribute drapery hardware, made-to-order and stock
   horizontal and vertical blinds, as well as pleated, cellular and
   roller shades for the retail marketplace.  Levolor/Kirsch also
   produces window treatment components for custom window treatment
   fabricators.  Newell Window Fashions Europe primarily designs,
   manufactures, packages and distributes drapery hardware and made-to-
   order window treatments for the European retail marketplace.  Amerock
   Cabinet and Window Hardware Systems manufacture or source, package and
   distribute cabinet hardware for the retail and O.E.M. marketplace and
   window hardware for window manufacturers.  EZ Paintr manufactures and
   distributes manual paint applicator products.  BernzOmatic
   manufactures and distributes propane/oxygen hand torches.  Newell
   Hardware Europe is a manufacturer and marketer of shelving and storage
   products, cabinet hardware and functional trims.

   Amerock, EZ Paintr, BernzOmatic, and Newell Hardware Europe primarily
   sell their products under the trademarks Amerock{R}, Allison{R}, EZ

                                      6


   Paintr{R}, Shur-Line{R}, Rubbermaid{R}, BernzOmatic{R}, Douglas
   Kane{R}, Spur{R}, Nenplas{R}, Homelux{R} and Ashland{R}.

   Levolor Home Fashions, Newell Window Furnishings and Newell Window
   Fashions Europe primarily sell their products under the trademarks
   Levolor{R}, Newell{R}, LouverDrape{R}, Del Mar{R}, Kirsch{R},
   Acrimo{R}, Swish{R}, Gardinia{R}, Harrison Drape{R}, Spectrim{R},
   MagicFit{R}, Riviera{R} and Levolor Cordless{TM}. Amerock, EZ Paintr,
   BernzOmatic and Newell Hardware Europe primarily sell their products
   under the trademarks Amerock{R}, Allison{R}, EZ Paintr{R},
   BernzOmatic{R}, Nenplas{R}, Homelux{R}and Ashland{R}.

   Levolor/Kirsch, Newell Window Furnishings, Amerock, EZ Paintr and
   BernzOmatic 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 account
   and market-specific sales managers.  Newell Window Fashions Europe and
   Newell Hardware Europe market their products to mass merchants and
   buying groups using a direct sales force.

   On March 3, 2002, the Company reached a definitive agreement to
   acquire American Tool Companies, Inc., a leading manufacturer of hand
   tools and power tool accessories, in which the Company already holds a
   49.5 percent stake.  The purchase price is approximately $419 million,
   which includes cash for the equity of the other shareholders of
   American Tool and the assumption of 100 percent of American Tool's
   debt.  American Tool had fiscal 2001 revenues of $443.6 million and
   has manufacturing and distribution facilities in the U.S., Europe,
   South America, Australia and Asia.  American Tool will become part of
   the Levolor/Hardware Group.  The Company expects to close the
   transaction, which is subject to regulatory approvals and other
   customary closing conditions, by the end of April 2002.

                             CALPHALON/WEAREVER
                             ------------------

   The Company's Calphalon/WearEver business is conducted by the Mirro,
   Panex, Calphalon cookware and bakeware divisions, the Anchor Hocking
   and Newell Europe glassware divisions, Connoisseur/Burnes and Newell
   Photo Fashion Europe divisions. Mirro and Panex primarily design,
   manufacture, package and distribute aluminum and steel cookware and
   bakeware for the U.S. and Central and South America retail
   marketplace.  In addition, Mirro designs, manufactures, packages and
   distributes 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's manufacturing
   operations are highly integrated, rolling sheet stock from aluminum
   ingot, and producing phenolic handles and knobs at its own plastics
   molding facility.  Calphalon  primarily designs, manufactures or
   sources, packages and distributes hard anodized aluminum and stainless

                                      7


   steel cookware and bakeware for the department/specialty store
   marketplace.  Anchor Hocking and Newell Europe glassware primarily
   design, manufacture, package and distribute glass products.  These
   products include glass ovenware, servingware, cookware and dinnerware
   products.  Anchor Hocking also produces foodservice products, 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 primarily in Europe, the Middle East and Africa. 
   Connoisseur/Burnes and Newell Photo Fashion Europe primarily design,
   manufacture or source, package and distribute wood, wood composite and
   metal ready-made picture frames and photo albums.

   Mirro and Calphalon primarily sell their products under the trademarks
   Mirro{R}, WearEver{R}, Calphalon{R}, Regal{R}, Panex{R}, Penedo{TM},
   Rochedo{TM}, Clock{TM}, AirBake{R}, Cushionaire{R}, Concentric Air{R},
   Channelon{R}, WearEver Air{R}, Club{R}, Royal Diamond{R} and Kitchen
   Essentials{R}.  Anchor Hocking products are sold primarily under the
   trademarks Anchor{TM}, Anchor Hocking{R} and Oven Basics{R}.  Newell
   Europe's products are sold primarily under the trademarks of Pyrex{R},
   Vision  and Visions{R} (each used under exclusive license from Corning
   Incorporated and its subsidiaries in Europe, the Middle East and
   Africa only), Pyroflam{R} and Vitri{R}.  Connoisseur/Burnes ready-made
   picture frames are sold primarily under the trademarks Intercraft{R},
   Decorel{R}, Burnes of Boston{R}, Carr{R}, Rare Woods{R},
   Terragrafics{R} and Connoisseur{R}, while photo albums are sold
   primarily under the Holson{R} trademark.  Newell Photo Fashion Europe
   primarily sell their products under the trademarks Albadecor{R} and
   Panodia{R}.

   Mirro markets its products directly to mass merchants, warehouse
   clubs, grocery/drug stores, department/specialty stores, hardware
   distributors, cable TV networks and select contract customers, using a
   network of manufacturers' representatives, as well as regional zone
   and market-specific sales managers.  Calphalon primarily markets its
   products directly to department/specialty stores.  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.  Anchor Hocking also markets its products to
   manufacturers which supply the mass merchant and home party channels
   of trade.  Newell Europe markets its products to mass merchants,
   industrial manufacturers and buying groups using a direct sales force
   and manufacturers' representatives in some markets. Connoisseur/Burnes
   markets its products directly to mass merchants, warehouse clubs,
   grocery/drug stores and department/specialty stores, using a network
   of manufacturers' representatives, as well as regional zone and
   market-specific sales managers.  Intercraft{R}, Decorel{R} and
   Holson{R} products are sold primarily to mass merchants, while the
   remaining U.S. brands are sold primarily to department/specialty
   stores.  Newell Photo Fashion Europe markets its products to mass
   merchants, buying groups and the do-it-yourself market using a direct
   sales force. 



                                      8


                             LITTLE TIKES/GRACO
                             ------------------

   The Company's Little Tikes/Graco business is conducted by the Little
   Tikes and Graco/Century  divisions.  These businesses design,
   manufacture or source, package and distribute infant and juvenile
   products such as toys, high chairs, infant seats, strollers, play
   yards, ride-ons and outdoor activity play equipment.

   Little Tikes and Graco/Century primarily sell their products under the
   Little Tikes{R}, Graco{R} and Century{R} trademarks.

   Little Tikes and Graco/Century market their products directly and
   through distributors to mass merchants, warehouse clubs, grocery/drug
   stores and hardware distributors, using a network of manufacturers'
   representatives, as well as regional direct sales representatives and
   market-specific sales managers.

   NET SALES BY BUSINESS SEGMENT
   -----------------------------

   The following table sets forth the amounts and percentages of the
   Company's net sales for the three years ended December 31 (including
   sales of acquired businesses from the time of acquisition and sales of
   divested businesses through date of sale), for the Company's five
   business segments. Sales to Wal-Mart Stores, Inc. and subsidiaries
   amounted to approximately 15% of consolidated net sales in 2001, 2000
   and 1999.  Sales to no other customer exceeded 10% of consolidated net
   sales.


<TABLE>
<CAPTION>

                                                      % of                      % of                       % of
       (IN MILLIONS,                   2001          total        2000         total          1999         total
       EXCEPT PERCENTAGES)             ----          -----        ----         -----          ----         -----
       <s>                           <c>             <c>        <c>            <c>       <c>             <c>
       Rubbermaid                    $1,819.3         26.4%     $1,946.5        28.1%     $2,004.3         29.9%
       Parker/Eldon                   1,673.5         24.2       1,288.0        18.5       1,218.0         18.1
       Levolor/Hardware               1,382.6         20.0       1,455.0        21.0       1,400.6         20.9
       Calphalon/WearEver             1,161.7         16.8       1,246.9        18.0       1,186.0         17.7 
       Little Tikes/Graco               872.2         12.6         998.3        14.4         902.9         13.4 
                                      -------        -----       -------       -----       -------        -----
       Total Company                 $6,909.3        100.0%     $6,934.7       100.0%     $6,711.8        100.0%
                                     ========        =====      ========       =====      ========         =====
</TABLE>


   Certain 2000 and 1999 amounts have been reclassified to conform with
   the 2001 presentation.







                                      9


   Growth Strategy
   ---------------

   The Company's growth strategy emphasizes internal growth and
   acquisitions.  The Company has grown internally principally by
   introducing new products, entering new domestic and international
   markets, adding new customers, cross-selling existing product lines to
   current customers and supporting its U.S.-based customers'
   international expansion.  The Company has supplemented internal
   growth, both domestically and internationally, by acquiring businesses
   with brand name product lines and improving the profitability of such
   businesses through an integration process referred to as
   "Newellization."  Since 1990, the Company has completed more than 20
   major acquisitions (excluding Rubbermaid) representing more than $3
   billion in additional sales.

   Internal Growth
   ---------------

   An important element of the Company's growth strategy is internal
   growth.  Internal growth is accomplished through introducing new
   products, entering new domestic and international markets, adding new
   customers, cross-selling existing product lines to current customers
   and supporting its U.S.-based customers' international expansion. 
   Internal growth is defined by the Company as growth from its "core
   businesses," which include continuing businesses owned more than one
   year and minor acquisitions.  The Company's goal is to achieve above-
   average internal growth, and is committed to achieving 5% internal
   growth by the end of 2004.  
























                                     10


   ACQUISITIONS AND INTEGRATION
   ----------------------------

   Acquisition Strategy
   --------------------

   The Company supplements internal growth by acquiring businesses and
   product lines with a strategic fit with the Company's existing
   businesses.  It also seeks to acquire product lines with a number one
   or two position in the markets in which they compete, a low technology
   level, a long product life cycle and the potential to reach the
   Company's standard of profitability.  In addition to adding entirely
   new product lines, the Company uses acquisitions to round out existing
   businesses and fill gaps in its product offering, add new customers
   and distribution channels, expand shelf space for the Company's
   products with existing customers, and improve operational efficiency
   through shared resources.  The Company intends to continue to pursue
   acquisition opportunities to complement internal growth.

   Newellization
   -------------

   "Newellization" is the Company's well-established profit improvement
   and productivity enhancement process that is applied to integrate
   newly acquired product lines.  The Newellization process includes
   establishing a more focused business strategy, improving customer
   service, reducing corporate overhead through centralization of
   administrative functions and tightening financial controls.  In
   integrating acquired businesses, the Company typically centralizes
   accounting systems, capital expenditure approval, cash management,
   order processing, billing, credit, accounts receivable and data
   processing operations.  To enhance efficiency, Newellization also
   focuses on improving manufacturing processes, eliminating
   non-productive lines, reducing inventories, increasing accounts
   receivable turnover, extending accounts payable terms and trimming
   excess costs.  The Newellization process usually takes approximately
   two to three years to complete.

   Selective Globalization
   -----------------------

   The Company is pursuing selective international opportunities to
   further its internal growth and acquisition objectives.  The rapid
   growth of consumer goods economies and retail structures in several
   regions outside the U.S., particularly Europe, Mexico and South
   America, makes them attractive to the Company by providing selective
   opportunities to acquire businesses, develop partnerships with new
   foreign customers and extend relationships with the Company's domestic
   customers whose businesses are growing internationally.  The Company's
   recent acquisitions, combined with existing sales to foreign
   customers, increased its sales outside the U.S. to approximately 27%
   of total sales in 2001 from 25% in 2000 and 23% in 1999.

                                     11


   Additional information regarding acquisitions of businesses is
   included in Item 6 and Note 2 to the consolidated financial
   statements.

   STRATEGIC INITIATIVES
   ---------------------

   Productivity
   ------------

   The Company's objective is to reduce the cost of manufacturing a
   product by at least five percent per year on an ongoing basis in order
   to become the low-cost supplier to our customers.  To achieve
   productivity, the Company will focus on reducing purchasing costs,
   materials handling costs, manufacturing inefficiencies, and excess
   overhead costs to reduce the overall cost of manufacturing products.

   New Product Development
   -----------------------

   The Company is determined to become the leader in introducing cutting-
   edge, innovative, and patented new products to the marketplace.  The
   Company seeks to employ the best and brightest new product engineers
   in order to achieve this goal through the implementation and execution
   of a world-class product development process.  The Company's intention
   is to become a "new product machine" that will enhance the brand image
   and help secure additional store listings. 

   Marketing
   ---------

   The Company's objective is to develop long-term, mutually beneficial
   partnerships with its customers and become their supplier of choice. 
   To achieve this goal, the Company has a value-added marketing program
   that offers a family of leading brand name staple products, tailored
   sales programs, innovative merchandising support, in-store services
   and responsive top management.

   The Company's marketing skills help customers stimulate store traffic
   and sales through timely advertising and innovative promotions.  The
   Company also assists customers in differentiating their offerings by
   customizing products and packaging.  Through self-selling packaging
   and displays that emphasize good-better-best value relationships,
   retail customers are encouraged to trade up to higher-value, best
   quality products.

   The Company is also committed to selective media advertising,
   including national television advertising, where appropriate in order
   to increase brand awareness among end-users of the product.

   Customer service also involves customer contact with top-level
   decision makers at the Company's divisions.  As part of its

                                     12


   decentralized structure, the Company's division presidents are the
   chief marketing officers of their product lines and communicate
   directly with customers.  This structure permits early recognition of
   market trends and timely response to customer problems.

   Multi-Product Offering
   ----------------------

   The Company's increasingly broad product coverage in multiple product
   lines permits it to more effectively meet the needs of its customers. 
   With families of leading, brand name products and profitable new
   products, the Company also can help volume purchasers sell a more
   profitable product mix.  As a potential single source for an entire
   product line, the Company can use program merchandising to improve
   product presentation, optimize display space for both sales and income
   and encourage impulse buying by retail customers.

   Customer Service
   ----------------

   The Company believes that one of the primary ways it distinguishes
   itself from its competitors is through customer service. The Company's
   ability to provide superior customer service is a result of its
   information technology, marketing and merchandising programs designed
   to enhance the sales and profitability of its customers and consistent
   on-time delivery of its products

   Key Accounts
   ------------

   In 2001, the Company introduced the Key Account Program, establishing
   sales organizations specifically to handle Wal*Mart, The Home Depot
   and Lowe's.  As part of this program, the company established
   President level positions to more effectively manage the relationships
   with these accounts.  The program allows the Company to present these
   customers with "one face" to enhance the Company's response time and
   understanding of the customer's needs, ensuring the best possible
   relationship.

   Phoenix Program
   ---------------

   In 2001, the Company introduced its Phoenix program.  This initiative
   is an action-oriented field sales force consisting of approximately
   500 recent university graduates.  The team works in the field,
   primarily within our Key Account structure performing product
   demonstrations, merchandising product, interacting with the end-user,
   and maintaining an ongoing relationship with store personnel.  This
   initiative allows the Company to ensure product placement and minimize
   stock outages.  As a result of this program, the company will leverage
   their relationship with these Key Accounts to maximize shelf space
   potential.

                                     13


   Streamlining
   ------------

   The streamlining initiative represents the Company's commitment and
   focus on reducing nonvalue-added activities and excess layers within
   the organization.  The Company's goal is to use the savings generated
   from streamlining to fund marketing and other key initiatives, without
   increasing total expenses.  The Company is vigilant in creating a
   leaner organization that is more flexible in its response time, both
   internally and externally. 

   Collaboration
   -------------

   Collaboration represents the Company's focus to benefit from the
   sharing of best-practices and the reduction of costs achieved through
   economies of scale.  For example, functions, such as purchasing and
   distribution and transportation, have been centralized to increase
   buying power across the Company.

   Additionally, certain administrative functions are centralized at the
   corporate level including cash management, accounting systems, capital
   expenditure approvals, order processing, billing, credit, accounts
   receivable, data processing operations and legal functions. 
   Centralization concentrates technical expertise in one location,
   making it easier to observe overall business trends and manage the
   Company's businesses.


























                                     14


   OTHER INFORMATION
   -----------------

   On-Time Delivery
   ----------------

   A critical element of the Company's customer service is consistent on-
   time delivery of products to its customers.  Retailers are pursuing a
   number of strategies to deliver the highest-quality, lowest-cost
   products to their customers.  A growing trend among retailers is to
   purchase on a "just-in-time" basis in order to reduce inventory costs
   and increase returns on investment.  As retailers shorten their lead
   times for orders, manufacturers need to more closely anticipate
   consumer buying patterns.  The Company supports its retail customers'
   "just-in-time" inventory strategies through investments in improved
   forecasting systems, more responsive manufacturing and distribution
   capabilities and electronic communications.  The Company manufactures
   the vast majority of its products and has extensive experience in
   high-volume, cost-effective manufacturing.  The high-volume nature of
   its manufacturing processes and the relatively consistent demand for
   its products enables the Company to ship most products directly from
   its factories without the need for independent warehousing and
   distribution centers.  For 2001, approximately 98% of the items
   ordered by customers were shipped on time, typically within two to
   three days of the customer's order.

   Foreign Operations
   ------------------

   Information regarding the Company's 2001, 2000 and 1999 foreign
   operations is included in Note 14 to the consolidated financial
   statements and is incorporated by reference herein.

   Raw Materials
   -------------

   The Company has 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.

   Backlog
   -------

   The dollar value of unshipped factory orders is not material.

   Seasonal Variations
   -------------------

   The Company's product groups are only moderately affected by seasonal
   trends.  The Rubbermaid, Little Tikes/Graco and Calphalon/WearEver
   business segments typically have higher sales in the second half of

                                     15


   the year due to retail stocking related to the holiday season; the
   Levolor/Hardware business segment has higher sales in the second and
   third quarters due to an increased level of do-it-yourself projects
   completed in the summer months; and the Parker/Eldon business segment
   has higher sales in the second and third quarters due to the back-to-
   school season.  Because these seasonal trends are moderate, the
   Company's consolidated quarterly sales do not fluctuate significantly,
   unless a significant acquisition is made.

   Patents and Trademarks
   ----------------------

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

   Competition
   -----------

   The Company competes with numerous other manufacturers and
   distributors of consumer products, many of which are large and well-
   established.  The Company's principal customers are large mass
   merchandisers, such as discount stores, home centers, warehouse clubs
   and office superstores.  The rapid growth of these large mass
   merchandisers, together with changes in consumer shopping patterns,
   have contributed to a significant consolidation of the consumer
   products retail industry and the formation of dominant multi-category
   retailers, many of which have strong bargaining power with suppliers. 
   This environment significantly limits the Company's ability to recover
   cost increases through selling prices.  Other trends among retailers
   are to foster high levels of competition among suppliers, to demand
   that manufacturers supply innovative new products and to require
   suppliers to maintain or reduce product prices and deliver products
   with shorter lead times.  Another trend, in the absence of a strong
   new product development effort or strong end-user brands, is for the
   retailer to import generic products directly from foreign sources. 
   The combination of these market influences has created an intensely
   competitive environment in which the Company's principal customers
   continuously evaluate which product suppliers to use, resulting in
   pricing pressures and the need for strong end-user brands, the ongoing
   introduction of innovative new products and continuing improvements in
   customer service.

   For more than 30 years, the Company has positioned itself to respond
   to the challenges of this retail environment by developing strong
   relationships with large, high-volume purchasers.  The Company markets
   its strong multi-product offering through virtually every category of
   high-volume retailer, including discount, drug, grocery and variety
   chains, warehouse clubs, department, hardware and specialty stores,
   home centers, office superstores, contract stationers and military
   exchanges.  The Company's largest customer, Wal-Mart (including Sam's
   Club), accounted for approximately 16% of net sales in 2001.  Other


                                     16


   top ten customers included The Home Depot, Lowe's, Toys 'R Us, Target,
   Kmart, The Office Depot, JC Penney, United Stationers, and Staples.

   The Company's other principal methods of meeting its competitive
   challenges are high brand name recognition, superior customer service
   (including industry leading information technology, innovative "good-
   better-best" marketing and merchandising programs), consistent on-time
   delivery, decentralized manufacturing and marketing, centralized
   administration, and experienced management.

   Environment
   -----------

   Information regarding the Company's environmental matters is included
   in the Management's Discussion and Analysis section of this report and
   in Note 15 to the consolidated financial statements and is
   incorporated by reference herein.

   Employees
   ---------

   The Company has approximately 49,425 employees worldwide, of whom
   9,705 are covered by collective bargaining agreements or, in certain
   countries, other collective arrangements decreed by statute.





























                                     17



 
  ITEM 2.   REAL PROPERTIES
             ---------------

   The following table shows the location and general character of the
   principal operating facilities owned or leased by the Company.  The
   properties are listed within their designated business segment: 
   Rubbermaid Group; Calphalon/WearEver Group; Parker/Eldon Group; 
   Levolor/Hardware Group; and Little Tikes/Graco Group.  These are the
   primary manufacturing locations and in many instances also contain 
   administrative offices and warehouses used for distribution of our 
   products.  The Company also maintains sales offices throughout the 
   United States and the world. The executive offices are located in 
   Rockford, IL, which is a leased facility occupying approximately 
   9,800 square feet.  The corporate offices are located in Illinois 
   in owned facilities at Freeport (approximately 91,000 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's properties are generally in good condition, well-
   maintained, and are suitable and adequate to carry on the Company's 
   business.


<TABLE>
<CAPTION>

                                                                            OWNED OR
     BUSINESS SEGMENT              LOCATION              CITY                LEASED            GENERAL CHARACTER
     ----------------              --------              ----                ------            -----------------
     <s>                           <c>               <c>                        <c>            <c> 
     The Rubbermaid Group
     --------------------
                                   AZ                Phoenix                    L              Commercial Products
                                   Mexico            Cadereyta                  L              Commercial Products
                                   TN                Cleveland                  O              Commercial Products - 2 facilities
                                   Mexico            Monterrey                  L              Commercial Products
                                   VA                Winchester                 O/L            Commercial Products - 2 facilities
                                   GA                Manchester                 O              Hair Accessories 
                                   AZ                Phoenix                    O              Home Products
                                   France            Amiens                     O              Home Products
                                   France            Grossiat                   O              Home Products
                                   France            Lomme                      L              Home Products
                                   Germany           Dreieich                   O              Home Products
                                   Hungary           Debrecen                   L              Home Products
                                   IA                Centerville                O              Home Products 
                                   Mexico            Cartagena                  O              Home Products
                                   NC                Greenville                 O              Home Products
                                   Netherlands       Brunssum                   O              Home Products
                                   OH                Mogadore                   O              Home Products
                                   OH                Wooster                    O              Home Products
                                   Ontario           Mississauga                O              Home Products
                                   Poland            Seupsk                     O              Home Products
                                   Spain             Zaragoza                   O              Home Products
                                   TX                Cleburne                   O              Home Products
                                   TX                Greenville                 O              Home Products
                                   TX                Wills Point                L              Home Products

                                                               18


                                                                            OWNED OR
     BUSINESS SEGMENT              LOCATION              CITY                LEASED            GENERAL CHARACTER
     ----------------              --------              ----                ------            -----------------

                                   UK                Corby                      O              Home Products
                                   Netherlands       Goirle                     O              Home Products 
                                   KS                Winfield                   O/L            Home Products - 2 facilities
                                   CA                Vista                      L              Home Storage Systems
                                   MO                Jackson                    O              Home Storage Systems

     The Parker/Eldon Group
     ----------------------
                                   TN                Lewisburg                  O              Cosmetic Pencils
                                   TN                Maryville                  O              Office & Storage Organizers
                                   WI                Madison                    O/L            Office & Storage  - 3 facilities
                                   Puerto Rico       Moca                       O              Office & Storage Organizers
                                   Puerto Rico       Carolina                   L              Writing Instruments
                                   CA                Santa Monica               L              Writing Instruments  - 2 facilities
                                   IL                Bellwood                   O              Writing Instruments - 3 facilities
                                   IL                Bolingbrook                L              Writing Instruments
                                   TN                Lewisburg                  O              Writing Instruments
                                   TN                Shelbyville                O              Writing Instruments 
                                   WI                Janesville                 L              Writing Instruments
                                   Canada            Oakville                   L              Writing Instruments
                                   Colombia          Bogota                     O/L            Writing Instruments - 2 facilities
                                   France            Nantes                     O/L            Writing Instruments - 2 facilities
                                   France            Valence                    O              Writing Instruments
                                   Germany           Hamburg                    O              Writing Instruments
                                   Germany           Baden-Baden                L              Writing Instruments
                                   Mexico            Pasteje                    L              Writing Instruments
                                   Mexico            Mexicali                   L              Writing Instruments
                                   Mexico            Tlalnepantla               O              Writing Instruments
                                   UK                Newhaven                   O/L            Writing Instruments
                                   UK                Kings Lynn                 O              Writing Instruments
                                   Venezuela         Maracay                    O              Writing Instruments
                                   Thailand          Bangkok                    O              Writing Instruments
                                   Argentina         Buenos Aires               L              Writing Instruments
                                   South Africa      Marlborough Sandton        L              Writing Instruments
                                   China             Shanghai                   L              Writing Instruments
                                   Greece            Athens                     L              Writing Instruments
                                   Netherlands       Almere                     O              Writing Instruments
                                   Spain             Sesena                     L              Writing Instruments
     The Levolor/Hardware Group
     --------------------------
                                   Canada            Woodbridge                 L              Cabinet & Window Hardware
                                   TN                Memphis                    L              Cabinet & Window Hardware
                                   IL                Rockford                   O              Cabinet & Window Hardware
                                   SD                Bismarck                   L              Cabinet & Window Hardware
                                   Canada            Watford                    O              Cabinet & Window Hardware


                                                               19


                                                                            OWNED OR
     BUSINESS SEGMENT              LOCATION              CITY                LEASED            GENERAL CHARACTER
     ----------------              --------              ----                ------            -----------------

                                   WI                Milwaukee                  O              Paint Applicators
                                   NY                Medina                     O              Propane/Oxygen Hand Torches
                                   NY                Ogdensburg                 O              Small Hardware
                                   IN                Lowell                     O              Window Hardware
                                   Mexico            Ciudad Juarez              L              Window Treatments
                                   AZ                Bisbee                     L              Window Treatments
                                   Canada            Calgary                    L              Window Treatments
                                   Canada            Toronto                    L              Window Treatments
                                   Denmark           Hornum                     O              Window Treatments
                                   France            Ablis                      L              Window Treatments
                                   France            Boissellerie               L              Window Treatments
                                   France            Tremblay                   O              Window Treatments
                                   France            Quercy                     O              Window Treatments
                                   France            Feuquieres                 O              Window Treatments
                                   France            Laillet                    O              Window Treatments
                                   GA                Athens                     O              Window Treatments
                                   Germany           Borken                     L              Window Treatments
                                   Germany           Isny                       O              Window Treatments - 2 facilities
                                   Germany           Maierhofen                 O              Window Treatments
                                   Germany           Bunde                      O              Window Treatments
                                   Germany           Zachow                     O              Window Treatments
                                   Germany           Nitzschka                  O              Window Treatments
                                   Germany           Eckental                   O              Window Treatments
                                   IL                Freeport                   O/L            Window Treatments - 2 facilities
                                   Italy             Figino                     O              Window Treatments
                                   NC                High Point                 O              Window Treatments
                                   NJ                Rockaway                   L              Window Treatments
                                   PA                Shamokin                   O              Window Treatments
                                   Spain             Vitoria                    O              Window Treatments
                                   Sweden            Anderstorp                 O              Window Treatments
                                   Sweden            Malmo                      O              Window Treatments
                                   TX                Waco                       O              Window Treatments
                                   UK                Ashbourne                  O              Window Treatments
                                   UK                Birmingham                 O/L            Window Treatments
                                   UK                Tamworth                   O              Window Treatments
                                   UK                Watford Herts              L              Window Treatments
                                   UT                Ogden                      O              Window Treatments
                                   UT                Salt Lake City             L              Window Treatments
                                   CA                Westminster                L              Window Treatments - 2 facilities
     The Calphalon/WearEver Group
     ----------------------------
                                   OH                Perrysburg                 O/L            Cookware - 2 facilities
                                   WI                Manitowoc                  O              Cookware & Bakeware - 5 facilities

                                                               20


                                                                            OWNED OR
     BUSINESS SEGMENT              LOCATION              CITY                LEASED            GENERAL CHARACTER
     ----------------              --------              ----                ------            -----------------

                                   Brazil            Sao Paulo                  L              Cookware - 2 facilities
                                   Germany           Muhltal                    O              Plastic Storage Ware
                                   UK                Sunderland                 O              Glassware & Bakeware
                                   France            Chateauroux                O              Glassware & Bakeware
                                   Canada            Toronto                    O              Picture Frames
                                   France            La Ferte Milon             O              Picture Frames
                                   France            Neunge Sur Beuvron         O              Picture Frames
                                   France            St. Laurent Sur Gorre      O              Picture Frames
                                   Mexico            Durango                    O              Picture Frames - 2 facilities
                                   NC                Statesville                O              Picture Frames
                                   TX                Laredo                     L              Picture Frames
                                   TX                Taylor                     O/L            Picture Frames - 4 facilities
                                   NH                Claremont                  O/L            Picture Frames & Photo Albums
                                   RI                North Smithfield           L              Picture Frames
                                   TN                Covington                  O              Picture Frames
                                   OH                Lancaster                  O              Glassware & Bakeware
                                   PA                Monaca                     O              Glassware & Food Service
     The Little Tikes/Graco Group
     ----------------------------
                                   MO                Farmington                 O              Outdoor Play Systems
                                   Canada            Paris                      L              Outdoor Play Systems
                                   CA                San Bernadino              O              Infant Products
                                   OH                Canton                     O              Infant Products
                                   OH                Macedonia                  O              Infant Products
                                   PA                Elverson                   O/L            Infant Products - 2 facilities
                                   SC                Greer                      L              Infant Products
                                   Mexico            Piedras Negras             L              Infant Products
                                   CA                City of Industry           L              Juvenile Products - 2 facilities
                                   OH                Hudson                     O              Juvenile Products
                                   OH                Sebring                    O              Juvenile Products
                                   Luxembourg        Niedercorn                 O              Juvenile Products
</TABLE>















                                     21


   ITEM 3.   LEGAL PROCEEDINGS
             -----------------

   Information regarding legal proceedings is included in Footnote 15 to
   the Consolidated Financial Statements and is incorporated by reference
   herein.





































                                   22



   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
             ---------------------------------------------------

   There were no matters submitted to a vote of the Company's
   shareholders during the fourth quarter of fiscal year 2001.


        SUPPLEMENTARY ITEM -- EXECUTIVE OFFICERS OF THE REGISTRANT

   Name                      Age     Present Position With The Company
   ----                      ---     ---------------------------------

   Joseph Galli, Jr.         43      President and Chief Executive
                                     Officer 

   William T. Alldredge      62      President-Corporate Development and 
                                     Chief Financial Officer

   Jeffery E. Cooley         49      Group President, Calphalon/WearEver
                                     Group

   David A. Klatt            37      Group President, Rubbermaid and
                                     Little Tikes/Graco Groups

   Robert S. Parker          56      Group President, Parker/Eldon Group

   James J. Roberts          43      Group President, Levolor/Hardware Group

   J. Patrick Robinson       43      Vice President - Controller

   Timothy J. Jahnke         42      Vice President - Human Resources

   Dale L. Matschullat       56      Vice President - General Counsel


   Joseph Galli, Jr. has been President and Chief Executive Officer of
   the Company since January 8, 2001.  Prior thereto, he was President
   and Chief Executive Officer of VerticalNet, Inc. (an internet business-
   to-business company) from May 2000 until January 2001.  From June 
   1999 until May 2000, he was President and Chief Operating Officer of 
   Amazon.com (an internet business-to-consumer company). From  1980 until 
   June 1999, he held a variety of positions with The Black and Decker 
   Corporation (a manufacturer and marketer of power tools and accessories),
   culminating as President of Black and Decker's Worldwide Power Tools 
   and Accessories.

   William T. Alldredge has been President - Corporate Development and
   Chief Financial Officer since January 2001.  Prior thereto, he was
   President - International Business Development from December 1999
   until January 2001.  From August 1983 until December 1999, he was Vice
   President - Finance.

   Jeffery E. Cooley has been Group President of the Company's
   Calphalon/WearEver business segment since November 2000.  Prior
   thereto, he was President of the Company's Calphalon division from
   1990 through October 2000.

   David A. Klatt has been Group President of the Company's Rubbermaid
   and Little Tikes/Graco business segments since July 2001.  From April
   2001 to July 2001, he was Division President of Rubbermaid Home


                                     23


   Products.  Prior there to, he was Chief Operating Officer of AirClic
   Inc. (a web-based software and services platform company for the
   mobile information market) from March 2000 until March 2001.  From 
   September 1986 until March 2000, he held a variety of positions with 
   The Black and Decker Corporation (a manufacturer and marketer of 
   power tools and accessories), where he most recently served as Vice 
   President/General Manager of the U.S. Consumer Division.
    
   Robert S. Parker has been Group President of the Company's
   Parker/Eldon business segment since August 1998.  Prior thereto, he
   was President of Sanford Corporation, both before and after the
   Company acquired it in 1992, from October 1990 to August 1998.

   James J. Roberts has been Group President of the Company's
   Levolor/Hardware business segment since April 2001.  Prior thereto, he
   served as President - Worldwide Hand Tools and Hardware at the Stanley
   Works (a supplier of tools, door systems and related hardware) from 
   September 2000 until March 2001.   From July 1981 until September 2000,
   he held a variety of positions with The Black and Decker Corporation (a
   manufacturer and marketer of power tools and accessories), most recently 
   as President Worldwide Accessories.

   J. Patrick Robinson has been Vice President - Controller since May
   2001.  Prior thereto, he was Chief Financial Officer of AirClic Inc. 
   (a web-based software and services platform company for the mobile 
   information market) from March 2000 until May 2001.  From 1983 until 
   March 2000, he held a variety of financial positions with The Black 
   and Decker Corporation (a manufacturer and marketer of power tools 
   and accessories), until his appointment as Vice President of Finance,
   Worldwide Power Tools.

   Timothy J. Jahnke has been Vice President - Human Resources since
   February 2001.  Prior thereto, he was President of the Anchor Hocking
   Specialty Glass division from June 1999 until February 2001.  From
   1995 until June 1999, he led the human resources department of the
   Company's Sanford division's worldwide operations.

   Dale L. Matschullat has been Vice President - General Counsel since
   January 2001.  Prior thereto, he was Vice President-Finance, Chief
   Financial Officer and General Counsel from January 2000 until January
   2001.  From 1989 until January 2000, he was Vice President - General
   Counsel.


















                                     24



                                   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).  As of December 31, 2001, there were 24,868
   stockholders of record.  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:

                           2001             2000            1999
                           ----             ----            ----
   Quarters            High     Low     High    Low     High    Low
   --------            ----     ---     ----    ---     ----    ---
   First               $29.21  $23.38  $31.25  $21.50   $50.00  $36.38
   Second               27.34   24.00   27.56   23.81    52.00   40.13
   Third                25.40   21.20   28.50   21.94    47.69   27.19
   Fourth               28.13   22.87   22.88   18.69    36.50   26.25

   The Company has paid regular cash dividends on its common stock since
   1947.  The quarterly cash dividend has been $0.21 per share since
   February 1, 2000, when it was increased from the $0.20 per share that
   had been paid since February 8, 1999.  Prior to this date, the
   quarterly cash dividend paid was $0.18 per share since February 10,
   1998.

   Information regarding the 5.25% convertible quarterly income preferred
   securities issued by a wholly owned subsidiary trust of the Company,
   which are reflected as outstanding in the Company's Consolidated
   Financial Statements as Company-Obligated Mandatorily Redeemable
   Convertible Preferred Securities of a Subsidiary Trust, is included in
   Footnote 6 to the Consolidated Financial Statements and is
   incorporated by reference herein.

















                                     25



   ITEM 6.   SELECTED FINANCIAL DATA
             -----------------------

   The following is a summary of certain consolidated financial
   information relating to the Company at December 31.  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.

<TABLE>
<CAPTION>

                                                 2001 (1)       2000 (1)        1999 (1)         1998                 1997
                                                 --------       --------        --------         ----                 ----

     <s>                                           <c>           <c>             <c>            <c>                <c>
                                                                     (In thousands, except per share data)
     INCOME STATEMENT DATA
     Net sales                                     $6,909,319    $6,934,747      $6,711,768     $6,493,172          $5,910,717 
     Cost of products sold                          5,046,587     5,108,703       4,975,369      4,670,358           4,290,934 
                                                    ---------     ---------       ---------      ---------           --------- 
                                                                                                           
     Gross Income                                   1,862,732     1,826,044       1,736,399      1,822,814           1,619,783 

     Selling, general and administrative
       expenses                                     1,168,240       899,424       1,104,491        967,916             838,877 

     Restructuring costs                               66,683        43,010         241,581        115,154  (2)         21,500  (2)
     Goodwill amortization                             56,957        51,930          46,722         59,405             119,743  (3)
                                                    ---------     ---------       ---------      ---------           --------- 
     Operating Income                                 570,852       831,680         343,605        680,339             639,663 
                                                                                                           
     Nonoperating expenses (income):
       Interest expense                               137,453       130,033         100,021        100,514             114,357 
       Other, net                                      17,534        16,160          12,645       (237,148) (4)        (19,284)
                                                    ---------     ---------       ---------       --------           --------- 
        Net Nonoperating Expenses
         (Income)                                     154,987       146,193         112,666       (136,634)             95,073 
                                                    ---------     ---------       ---------      ---------             ---------
                                                                                                                               
     Income before income taxes                       415,865       685,487         230,939        816,973             544,590 
     Income taxes                                     151,230       263,912         135,502        335,139             222,973 
                                                    ---------     ---------       ---------      ---------           --------- 
                                                                                                                               
     Net Income                                      $264,635      $421,575        $ 95,437       $481,834            $321,617 
                                                     ========      ========        ========       ========            ======== 


     Weighted average shares outstanding:
          Basic                                       266,657       268,437         281,806        280,731             280,300 

          Diluted                                     267,048       268,500         281,978        291,883             281,138 

     Earnings per share:
          Basic                                         $0.99         $1.57           $0.34          $1.72               $1.15 
          Diluted                                       $0.99         $1.57           $0.34          $1.70               $1.14 
     Dividends per share                                $0.84         $0.84           $0.80          $0.76               $0.70



                                                                   26




     BALANCE SHEET DATA
     Inventories, net                              $1,113,797   $1,262,551       $1,034,794    $1,033,488             $902,978 
     Working capital (5)                              316,800    1,329,541        1,108,686      1,278,768           1,006,624 
     Total assets                                   7,266,122    7,261,825        6,724,088      6,289,155           5,775,248 
     Short-term debt                                  826,604      227,206          247,433        101,968             258,201 
     Long-term debt, net of current maturities      1,365,001    2,319,552        1,455,779      1,393,865             989,694 
     Stockholders' equity                           2,433,376    2,448,641        2,697,006      2,843,732           2,661,417 
</TABLE>


   (1)  Supplemental data regarding 2001, 2000 and 1999 is provided in

        Item 7, Management's Discussion and Analysis of Results of
        Operations and Financial Condition.
   (2)  The 1998 restructuring costs included $53.4 million for costs to
        exit business activities at five facilities, $45.8 million to
        write down impaired long-lived assets to their fair value and
        $16.0 million relating to employee severance and termination
        benefits.  The 1997 Restructuring Costs included $16.0 million of
        charges recorded by Rubbermaid for impaired fixed assets, $4.1
        million for employee terminations costs and $1.4 million for
        plant closures.  An additional $15.7 million for product line
        discontinuance costs is recorded in Cost of Products Sold.  
   (3)  The 1997 goodwill amortization included an $81.0 million charge
        for the write-off of impaired assets.
   (4)  The 1998 other nonoperating income included a $191.5 million gain
        on the sale of Black & Decker common stock and $59.8 million of
        gains on the sale of the Decora, Newell Plastics and Stuart Hall
        businesses.
   (5)  Working capital is defined as Current Assets less Current
        Liabilities.  























                                     27


   ACQUISITIONS OF BUSINESSES

   2001, 2000 and 1999
   -------------------

   Information regarding businesses acquired in the last three years is
   included in Footnote 2 to the Consolidated Financial Statements.

   1998
   ----

   On January 21, 1998, the Company acquired Curver Consumer Products. 
   Curver is a manufacturer and marketer of plastic housewares products
   in Europe and operates as part of Rubbermaid Europe.

   On March 27, 1998, the Company acquired Swish Track and Pole from
   Newmond plc.  Swish is a manufacturer and marketer of decorative and
   functional window furnishings in Europe and operates as part of Newell
   Window Fashions Europe.

   On May 19, 1998, the Company acquired certain assets of Century
   Products.  Century is a manufacturer and marketer of infant products
   such as car seats, strollers and infant carriers and operates as part
   of the Graco/Century division.

   On June 30, 1998, the Company purchased Panex S.A. Industria e
   Comercio, a manufacturer and marketer of aluminum cookware products
   based in Brazil.  Panex operates as part of the Mirro division.

   On August 31, 1998, the Company purchased the Gardinia Group, a
   manufacturer and supplier of window treatments based in Germany. 
   Gardinia operates as part of Newell Window Fashions Europe.

   On September 30, 1998, the Company purchased the Rotring Group, a
   manufacturer and supplier of writing instruments, drawing instruments,
   art materials and color cosmetic products based in Germany.  The
   writing and drawing instruments portion of Rotring operates as part of
   Sanford International.  The art materials portion of Rotring operates
   as part of Sanford North America.  The color cosmetic products portion
   of Rotring operates as a separate U.S. division, Cosmolab.

   For the acquisitions made in 1998, the Company paid $615.7 million in
   cash and assumed $99.5 million in debt.  The finalized purchase price
   allocations for these acquisitions resulted in trade names and
   goodwill of approximately $387.1 million.

   1997
   ----

   On March 5, 1997, the Company purchased the Rolodex business, a
   marketer of office products such as card files, personal organizers

                                     28


   and paper punches, from Insilco Corporation.  Rolodex was integrated
   into Eldon.

   On May 30, 1997, the Company acquired the Kirsch business, a
   manufacturer and distributor of drapery hardware and custom window
   coverings, from Cooper Industries Incorporated.  The Kirsch North
   American operations were combined with Newell Window Furnishings and
   Levolor Home Fashions; the Kirsch European portion operates as part of
   Newell Window Fashions Europe.

   For the acquisitions made in 1997, the Company paid $514.2 million in
   cash and assumed $4.3 million in debt.  The finalized purchase price
   allocations for these acquisitions resulted in trade names and
   goodwill of approximately $351.3 million.







































                                     29


   QUARTERLY SUMMARIES


<TABLE>
<CAPTION>


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

          Calendar Year                   1st                2nd               3rd                4th              Year
          -------------                   ---                ---               ---                ---              ----
                                                            (In thousands, except per share data)
      2001
      ----
      <s>                               <c>               <c>               <c>               <c>               <c> 
      Net sales                         $1,610,736        $1,724,653        $1,767,818        $1,806,112        $6,909,319 
      Gross income                         391,776           453,535           489,575           527,846         1,862,732 
      Net income                            38,421            72,007            83,470            70,737           264,635 
      Earnings per share:
         Basic                                0.14              0.27              0.31              0.27             $0.99 
         Diluted                              0.14              0.27              0.31              0.27              0.99 

                                                                                                         
      2000
      ----
      Net sales                         $1,628,979        $1,787,025        $1,756,372        $1,762,371        $6,934,747 
      Gross income (1)                     408,397           486,588           468,268           462,791         1,826,044 
      Net income                            76,220           128,015           122,999            94,341           421,575 
      Earnings per share:
         Basic                                0.28              0.48              0.46              0.35             $1.57 
         Diluted                              0.28              0.48              0.46              0.35              1.57 

      1999
      ----
      Net sales                         $1,589,776        $1,671,635        $1,683,344        $1,767,013        $6,711,768 
      Gross income                         423,308           420,806           444,570           447,715         1,736,399 
      Net (loss) income                    (78,999)           30,054            72,737            71,645            95,437 
      (Loss) Earnings per share:
         Basic                               (0.28)             0.11              0.26              0.25             $0.34 
         Diluted                             (0.28)             0.11              0.26              0.25              0.34 
</TABLE>


   (1)  Quarterly gross income amounts differ from those disclosed in the
        Form 10-Q for each respective quarter due to the reclassification
        of restructuring charges related to discontinued product lines to
        conform with the 2001 presentation.  Charges reclassified from
        Restructuring Costs to Cost of Goods Sold were (in thousands): 
        $87, $888, $485 and  $4,091 for the first, second, third and
        fourth quarters, respectively; the full year 2000
        reclassification totaled $5,551.







                                     30


   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 footnotes thereto.

   RESULTS OF OPERATIONS

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

   Year Ended December 31,                   2001      2000       1999
                                             ----      ----       ----
   Net sales                                 100.0%    100.0%     100.0%
   Cost of products sold                      73.0      73.7       74.1
                                             -----     -----      -----
   Gross Income                               27.0      26.3       25.9
   Selling, general and 
     administrative expenses                  16.9      13.0       16.5
   Restructuring costs                         1.0       0.6        3.6
   Goodwill amortization                       0.8       0.7        0.7
                                             -----     -----      -----
   Operating Income                            8.3      12.0        5.1
   Nonoperating expenses: 
       Interest expense                        2.0       1.9        1.5
       Other, net                              0.3       0.2        0.2
                                             -----     -----      -----
       Net Nonoperating Expenses               2.3       2.1        1.7
   Income before income taxes                  6.0       9.9        3.4 
   Income taxes                                2.2       3.8        2.0
                                             -----     -----      -----
   Net Income                                  3.8%      6.1%       1.4%
                                             =====     =====      =====

   2001 VERSUS 2000

   Net sales for 2001 were $6,909.3 million, representing a decrease of
   $25.4 million, or 0.4%, from $6,934.7 million in 2000. The sales
   decline was primarily due to shelf space losses at key customers and a
   significant downturn in the US economy partially offset by
   $498.5 million of sales contributions from Paper Mate/Parker (acquired
   December 2000).  Net sales for each of the Company's segments (and the
   primary reasons for the year-to-year changes) were as follows:






                                     31


    Year Ended December 31,                 2001       2000     % Change
                                            ----       ----     --------
    (In millions)
    Rubbermaid (1)                         $1,819.3   $1,946.5    (6.5)%
    Parker/Eldon (2)                        1,673.5    1,288.0    29.9  
    Levolor/Hardware (1)                    1,382.6    1,455.0    (5.0) 
    Calphalon/WearEver (1)                  1,161.7    1,246.9    (6.8) 
    Little Tikes/Graco (1)                    872.2      998.3   (12.6) 
                                            -------      -----
                                           $6,909.3   $6,934.7    (0.4)%
                                           ========   ========

   Primary reasons for changes:
   (1)  Internal sales decline primarily due to shelf space losses at key
        customers and a significant downturn in the US economy.*
   (2)  $498.5 million of sales contribution from the Paper Mate/Parker
        acquisition+ (December 2000) offset by internal sales decline of
        8.8% primarily due to softness in the commercial channel and a
        significant downturn in the US economy. 

   *    Internal sales growth/decline is defined by the Company as
        growth/decline from its core businesses, which include continuing
        businesses owned more than one year and minor acquisitions.

   +    Acquisitions and divestitures are described in Footnote 2 to the
        Consolidated Financial Statements.

   Gross income as a percentage of net sales in 2001 was 27.0%, or
   $1,862.7 million, versus 26.3%, or $1,826.0 million, in 2000.
   Excluding restructuring related and other charges relating to
   integration costs of recent acquisitions of $7.4 million ($4.7 million
   after taxes) and $7.9 million ($4.9 million after taxes) in 2001 and
   2000, respectively, gross income as a percent of net sales was 27.1%,
   or $1,870.1 million in 2001 versus 26.4%, or $1,833.9 million in 2000.
   This improvement in gross income is primarily due to the
   implementation of a productivity initiative throughout the Company and
   contributions from the Paper Mate/Parker acquisition.  The Company's
   productivity objective is to reduce the cost of manufacturing a
   product by at least five percent per year on an ongoing basis in order
   to become the low-cost supplier to our customers.  To achieve
   productivity improvements, the Company will focus on reducing
   purchasing costs, materials handling costs, manufacturing
   inefficiencies, and excess overhead costs to reduce the overall cost
   of manufacturing products.  The Company's productivity in 2001 was
   affected primarily by the increased costs associated with slowed
   manufacturing in an effort to reduce inventory levels (net inventories
   decreased $148.8 million during 2001) offset by improved raw material
   costs.

   Selling, general and administrative expenses ("SG&A") in 2001 were
   16.9% of net sales, or $1,168.2 million, versus 13.0%, or $899.4


                                     32



   million, in 2000.  Excluding charges relating to integration costs of
   recent acquisitions of $12.0 million ($7.7 million after taxes) and
   $8.8 million ($5.4 million after taxes) in 2001 and 2000,
   respectively, SG&A as a percent of net sales was 16.7% or $1,156.2
   million in 2001 compared to 12.8% or $890.6 million in 2000.  The
   increase in SG&A is a result of the Paper Mate/Parker acquisition and
   planned investments in marketing initiatives, including the Company's
   Key Account and Phoenix Programs, supporting the Company's brand
   portfolio and key account strategy.  

   In 2001, the Company introduced the Key Account Program, establishing
   sales organizations specifically for Wal*Mart, The Home Depot and
   Lowe's.  As part of this program, the company established President-
   level positions to more effectively manage the relationships with
   these accounts.  The program allows the Company to present these
   customers with "one face" to enhance the Company's response time and
   understanding of the customer's needs, to support the best possible
   relationship.

   In 2001, the Company also introduced its Phoenix Program.  This
   initiative is an action-oriented field sales force consisting of
   approximately 500 recent university graduates.  The team works in the
   field, primarily within our Key Account structure, performing product
   demonstrations, merchandising product, interacting with the end-user,
   and maintaining an ongoing relationship with store personnel.  This
   initiative allows the Company to enhance product placement and
   minimize stock outages and, together with the Key Account Program, to
   maximize shelf space potential.  This program, implemented July 2001,
   gained traction throughout the year.  Impact from this initiative is
   expected to translate to the Consolidated Financial Statements through
   the impact of shelf space gains going forward.

   During 2001, the Company recorded pre-tax restructuring charges
   associated with the Company's strategic restructuring plan.  The
   restructuring plan is intended to streamline the Company's supply
   chain to ensure its position as the low cost global provider
   throughout the Company's product portfolio.  The plan consists of
   reducing worldwide headcount over the three years beginning in 2001,
   and includes consolidating duplicate manufacturing facilities.  As
   part of this plan, the Company incurred employee severance and
   termination benefit costs for approximately 1,700 employees. 
   Additionally, the Company incurred facility exit costs related
   primarily to the closure of 14 facilities (four at Rubbermaid, one at
   Parker/Eldon, six at Levolor/Hardware and three at
   Calphalon/WearEver).  See Footnote 3 to the Consolidated Financial
   Statements for a review of the charges.

   During 2000, the Company recorded pre-tax restructuring charges
   related primarily to the continued Rubbermaid integration and plant
   closures in the Home Decor segment.  The Company incurred employee
   severance and termination benefit costs related to approximately 700
   employees terminated in 2000.  Such costs included severance and

                                     33


   government mandated settlements for facility closures at Rubbermaid
   Europe, change in control payments made to former Rubbermaid
   executives, employee terminations at the domestic Rubbermaid divisions
   and severance at the Home Decor segment.  The Company incurred merger
   transaction costs related primarily to legal settlements for
   Rubbermaid's 1998 sale of a former division and other merger related
   contingencies resolved in 2000.  Additionally, the Company incurred
   facility and other exit costs related primarily to the closure of five
   European Rubbermaid facilities, three window furnishings facilities as
   well as the exit of various Rubbermaid product lines. See Footnote 3
   to the Consolidated Financial Statements for a review of the charges.

   For the year ended December 31, 2001 goodwill amortization and other
   as a percentage of net sales were 0.8%, or $57.0 million, versus 0.7%,
   or $51.9 million, for the year ended December 31, 2000.  The increase
   in goodwill amortization is a result of additional goodwill associated
   with the Paper Mate/Parker acquisition in December 2000.

   Operating income in 2001 was 8.3% of net sales, or $570.9 million,
   versus 12.0% of net sales, or $831.7 million, in 2000. Excluding
   restructuring and other charges of $86.1 million ($54.8 million after
   taxes) in 2001 and $59.7 million ($36.7 million after taxes) in 2000,
   operating income was $657.0, or 9.5%, of net sales in 2001 versus
   $891.4 million, or 12.9%, of net sales in 2000.  The decrease in
   operating margins was primarily due to planned investment in marketing
   initiatives supporting the Company's brand portfolio and key account
   strategy.

   Net nonoperating expenses in 2001 were 2.3% of net sales, or $155.0
   million, versus 2.1%, or $146.2, million in 2000. The increased
   expenses in 2001 are a result of the Company's increased average level
   of debt, partially offset by lower interest rates.

   The effective tax rate was 36.4% for the year ended December 31, 2001
   versus 38.5% in the prior year.  See Footnote 12 to the Consolidated
   Financial Statements for an explanation of the effective tax rate.

   Net income for 2001 was $264.6 million compared to net income of
   $421.6 million in 2000. Basic and diluted earnings per share in 2001
   decreased to $0.99 versus $1.57 in 2000. Excluding 2001 pre-tax
   charges of $86.1 million ($54.8 million after taxes) as discussed
   above, net income in 2001 was $319.4 million.  Excluding 2000 pre-tax
   charges of $59.7 million ($36.7 million after taxes), net income in
   2000 was $458.3 million.  Diluted earnings per share, calculated on
   the same basis, decreased 29.8% to $1.20 versus $1.71 in 2000.  The
   decrease in net income and earnings per share for 2001 was primarily
   due to internal sales declines and planned investment in the Company's
   marketing initiatives.





                                     34


   2000 VERSUS 1999

   Net sales for 2000 were $6,934.7 million, representing an increase of
   $222.9 million, or 3.3%, from $6,711.8 million in 1999. Net sales for
   each of the Company's segments (and the primary reasons for the year-
   to-year changes) were as follows:


    Year Ended December 31,                 2000       1999    % Change
                                            ----       ----    --------
    (IN MILLIONS)
    Rubbermaid                             $1,946.5  $2,004.3     (2.9)%
    Parker/Eldon (1)                        1,288.0   1,218.0      5.7  
    Levolor/Hardware                        1,455.0   1,400.6      3.9  
    Calphalon/WearEver (2)                  1,246.9   1,186.0      5.1  
    Little Tikes/Graco (3)                    998.3     902.9     10.6  
                                            -------   -------
                                           $6,934.7  $6,711.8      3.3% 
                                           ========  ========

   Primary reasons for changes:
   (1)  Internal sales growth of 3.8% enhanced by $30.6 million of
        sales contribution from the acquisitions of Rotring and
        Reynolds.
   (2)  Internal sales decline of 1.4% offset by $77.1 million of
        sales contribution from the acquisitions of Ceanothe,
        Mersch, Brio and Panex.
   (3)  Internal sales growth due to shelf space gains at key retailers.

   Gross income as a percent of net sales in 2000 was 26.3%, or $1,826.0
   million, versus 25.9%, or $1,736.4, million in 1999. Excluding costs
   associated with the Rubbermaid merger and certain realignment and
   other charges of $7.9 million and $111.0 million in 2000 and 1999,
   respectively, gross income as a percent of net sales was 26.4%, or
   $1,833.9 million, in 2000 versus 27.5%, or $1,847.4 million, in 1999.
   This decrease in gross margins in 2000 was primarily attributable to
   lower sales volume and higher material costs.

   SG&A in 2000 was 13.0% of net sales, or $899.4 million versus 16.5%,
   or $1,104.5 million, in 1999. Excluding costs associated with the 
   Rubbermaid merger and certain realignment and other charges of 
   $8.8 million and $178.8 million in 2000 and 1999, respectively, 
   SG&A as a percent of net sales was 12.8%, or $890.6 million, in 2000 
   versus 13.8%, or $925.7 million, in 1999. The decrease in SG&A expenses 
   is primarily the result of integration cost savings at Rubbermaid Home 
   Products, Rubbermaid Europe and Little Tikes and tight spending control
   throughout the rest of the Company's core businesses.

   During 2000, the Company recorded pre-tax restructuring charges
   related primarily to the continued Rubbermaid integration and plant
   closures in the Home Decor segment.  The Company incurred employee


                                     35


   severance and termination benefit costs related to approximately 700
   employees terminated in 2000.  Such costs included severance and
   government mandated settlements for facility closures at Rubbermaid
   Europe, change in control payments made to former Rubbermaid
   executives, employee terminations at the domestic Rubbermaid divisions
   and severance at the Home Decor segment.  The Company incurred merger
   transaction costs related primarily to legal settlements for
   Rubbermaid's 1998 sale of a former division and other merger related
   contingencies resolved in 2000.  Additionally, the Company incurred
   facility and other exit costs related primarily to the closure of five
   European Rubbermaid facilities, three window furnishings facilities as
   well as the exit of various Rubbermaid product lines. See Footnote 3
   to the Consolidated Financial Statements for a review of the charges.

   During 1999, the Company recorded pre-tax restructuring charges
   related primarily to the integration of the Rubbermaid business into
   Newell.  Merger transaction costs related primarily to investment
   banking, legal and accounting costs for the Newell/Rubbermaid merger. 
   Employee severance and termination benefits related to approximately
   750 employees terminated in 1999.  Such costs included change in
   control payments made to former Rubbermaid executives and severance
   and termination costs at Rubbermaid's former headquarters, Rubbermaid
   Home Products division, Little Tikes division, Rubbermaid Commercial
   Products division and Newell divisions.  Facility and other exit costs
   representing impaired Rubbermaid centralized computer software
   (abandoned as a result of converting Rubbermaid onto existing Newell
   centralized computer software) and costs related to discontinued
   product lines, the closure of seven Rubbermaid facilities, write-off
   of assets associated with abandoned projects and impaired assets and
   other exit costs.  See Footnote 3 to the Consolidated Financial
   Statements for a review of the charges.

   Goodwill amortization as a percentage of net sales was 0.7% in 2000 
   and 1999.

   Operating income in 2000 was 12.0% of net sales, or $831.7 million,
   versus 5.1% of net sales, or $343.6 million, in 1999. Excluding
   restructuring and other charges of $59.7 million in 2000 and $531.4
   million in 1999, operating income was $891.4, or 12.9%, of net sales
   in 2000 versus $875.0 million, or 13.0%, of net sales in 1999.

   Net nonoperating expenses in 2000 were 2.1% of net sales, or $146.2
   million, versus 1.7%, or $112.7 million, in 1999. The increased
   expenses in 2000 are a result of the Company's increased level of debt
   and higher interest rates.

   For 2000 and 1999 the effective tax rates were 38.5% and 58.7%,
   respectively. The higher rate in 1999 was primarily due to
   nondeductible transaction costs associated with the Rubbermaid merger.
   See Footnote 12 to the Consolidated Financial Statements for an
   explanation of the effective tax rate.


                                     36


   Net income for 2000 was $421.6 million, representing an increase of
   $326.2 million from 1999. Basic and diluted earnings per share in 2000
   increased to $1.57 versus $0.34 in 1999. Excluding 2000 pre-tax
   charges of $59.7 million ($36.7 million after taxes) as discussed
   above, net income in 2000 was $458.3 million. Excluding 1999 pre-tax
   charges of $531.4 million ($369.6 million after taxes), net income in
   1999 was $465.0 million. Diluted earnings per share, calculated on the
   same basis, increased 3.6% to $1.71 in 2000 versus $1.65 in 1999. The
   decrease in net income for 2000 was primarily due to increased raw
   material costs and lower sales volume, offset partially by Rubbermaid
   integration cost savings, tight spending control at other core
   businesses and internal growth. Diluted earnings per share increased
   in 2000 versus 1999 as a result of the lower share base due to the
   stock repurchase program.







































                                     37


   LIQUIDITY AND CAPITAL RESOURCES 

   Sources
   -------

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

   Cash provided by operating activities in 2001 was $865.4 million,
   compared to $623.5 and $554.0 million for 2000 and 1999, respectively. 
   The increase in operating cash flows is primarily due to improved
   working capital management, principally in the areas of inventory and
   accounts payable.  In 2001, the Company announced an increased focus
   on working capital which resulted in reduced inventory of $148.8
   million and increased accounts payable of $158.9 million.  As a
   result, the Company generated free cash flow (defined by the Company
   as cash provided by operating activities less capital expenditures and
   dividends) of $391.6 million compared to $81.8 million and $128.1
   million in 2000 and 1999, respectively.

   The Company has short-term foreign and domestic uncommitted lines of
   credit with various banks which are available for short-term
   financing. Borrowings under the Company's uncommitted lines of credit
   are subject to the discretion of the lender. The Company's lines of
   credit do not have a material impact on the Company's liquidity.
   Borrowings under the Company's lines of credit at December 31, 2001
   totaled $19.1 million.

   The Company has a revolving credit agreement of $1,300.0 million that
   will terminate in August 2002.  The Company intends to extend the
   revolving credit agreement beyond 2002.  During 2000, the Company
   entered into a 364-day revolving credit agreement in the amount of
   $700.0 million which expired in October 2001.  As of December 31,
   2001, there were no borrowings under the remaining $1,300.0 million
   revolving credit agreement.

   In lieu of borrowings under the Company's revolving credit agreement,
   the Company may issue up to $1,300.0 million of commercial paper. The
   Company's revolving credit agreement provides the committed backup
   liquidity required to issue commercial paper. Accordingly, commercial
   paper may only be issued up to the amount available for borrowing
   under the Company's revolving credit agreement. At December 31, 2001,
   $707.5 million (principal amount) of commercial paper was outstanding. 
   Because the backup revolving credit agreement expires in August 2002,
   the entire $707.5 million is classified as current portion of long-
   term debt. The company plans to extend maturities by replacing a
   portion of current debt with longer-term debt facilities.  By
   extending maturities, the Company can reduce its reliance on the
   current commercial paper program.



                                     38


   The revolving credit agreement permits the Company to borrow funds on
   a variety of interest rate terms. The agreement requires, among other
   things, that the Company maintain a certain Total Indebtedness to
   Total Capital Ratio and limits Subsidiary Indebtedness, as defined in
   the agreement. As of December 31, 2001, the Company was in compliance
   with this agreement.

   The Company had outstanding at December 31, 2001 a total of $1,012.5
   million (principal amount) of medium-term notes. The maturities on
   these notes range from 3 to 30 years at an average interest rate of
   6.34%.  Of the outstanding amount of medium-term notes, $100.0 million
   is classified as current portion of long-term debt and the remainder
   of $912.5 million is classified as long-term debt. A $779.5 million
   universal shelf registration statement became effective in July 1999.
   As of December 31, 2001, $449.5 million of Company debt and equity
   securities may be issued under the shelf.

   On September 18, 2001, the Company entered into an agreement with a
   financial institution creating a financing entity which is
   consolidated in the Company's financial statements.  Under the
   agreement, the Company regularly enters into transactions with the
   financing entity to sell an undivided interest in the Company's
   receivables.  In the quarter ended September 30, 2001, the financing
   entity issued $450.0 million in preferred debt securities to a
   financial institution.  Those preferred debt securities must be
   retired or redeemed before the Company can have access to the
   financing entity's receivables.  The receivables and the corresponding
   $450.0 million preferred debt issued by the subsidiary to the
   financial institution are recorded on the consolidated accounts of the
   Company. The proceeds of this debt were used to pay down commercial
   paper.  Because this debt matures in 2008, the entire amount is
   considered to be long-term debt.  The provisions of the debt agreement
   allow the entire outstanding debt to be called upon certain events
   including the Company's long-term senior unsecured debt rating falling
   below Baa2 (Moody's) or BBB (Standard & Poor's) and certain levels of
   accounts receivable write-offs.  As of December 31, 2001, the Company
   was in compliance with the agreement.

   Uses
   ----

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

   In 2001, cash used for 2001 acquisitions and deferred payments on
   prior acquisitions was $107.5 million.  The Company made several minor
   acquisitions in 2001 for cash purchase prices totaling $61.2 million. 
   In 2000, cash used for 2000 acquisitions and deferred payments on
   prior acquisitions was $597.8 million.  The Company acquired Mersch,
   Brio and Paper Mate/Parker and made other minor acquisitions in 2000
   for cash purchase prices totaling $635.2 million. In 1999, cash used
   for 1999 acquisitions and deferred payments on prior acquisitions was

                                     39


   $345.9 million.  The Company acquired Ateliers, Reynolds, McKechnie,
   Ceanothe and made other minor acquisitions for cash purchase prices
   totaling $397.3 million. 

   The following table summarizes the Company's contractual obligations
   as of December 31, 2001:

<TABLE>
<CAPTION>

   Contractual Obligations                                         Payments Due by Period (in millions)
                                                   ------------------------------------------------------------------------
                                                                  Less than                                          After
                                                   Total           1 year          1-3 years        4-5 years       5 years
                                                   -----          ---------        ---------        ---------       -------
     <s>                                          <c>               <c>            <c>              <c>            <c>
     Notes Payable to Banks                       $    9.1          $ 19.1                -               -              - 
     Long-term Debt                                2,172.5           807.5            415.5           172.0          777.5 
     Operating Leases                                180.3            56.6             68.9            30.7           24.1 
       Total Contractual Obligations              $2,379.1          $891.9           $484.1          $201.7         $801.4 
</TABLE>


   In 2001, the Company made payments on long-term debt, net of proceeds,
   of $354.7 million, compared to net additional borrowings of $836.8
   million in 2000 and $194.7 million in 1999.  The Company's ability to
   pay down additional debt was due primarily to increased focus on
   working capital management (primarily inventory and accounts payable)
   and current year cash earnings.

   Cash used for restructuring activities was $49.7 million, $32.9
   million and $145.5 million for the years ended December 31, 2001, 2000
   and 1999, respectively.  Such payments represent primarily employee
   termination benefits and facility closure and other exit costs related
   to the Company's strategic restructuring plan and recent acquisitions.

   Capital expenditures were $249.8 million, $316.6 million and $200.1
   million in 2001, 2000 and 1999, respectively. Aggregate dividends paid
   during 2001, 2000 and 1999 were $224.0, $225.1 million and $225.8
   million, respectively.

   On February 7, 2000, the Company announced a stock repurchase program
   of up to $500.0 million of the Company's outstanding common stock.
   During 2000, the Company repurchased 15.5 million shares of its common
   stock at an average price of $26 per share, for a total cash price of
   $403.0 million under the program. The repurchase program remained in
   effect until December 31, 2000 and was financed through the use of
   working capital and commercial paper.

   Retained earnings increased in 2001 and 2000 by $40.4 million and
   $196.3 million, respectively. The decrease in the earnings growth rate
   between 2001 and 2000 was primarily due to reduced net income from
   lower than expected sales volume and planned investment in marketing
   initiatives supporting the Company's brand portfolio and key account
   strategy.

   Working capital at December 31, 2001 was $316.8 million compared to
   $1,329.5 million at December 31, 2000 and $1,108.7 million at December
   31, 1999.  The decrease in working capital is primarily due to

                                     40


   reclassifying $707.5 million in long-term debt in 2000 as current in
   2001 as discussed above, and the Company's increased focus on working
   capital management. 

   The current ratio at December 31, 2000 was 1.13:1 compared to 1.86:1
   at December 31, 2000 and 1.68:1 at December 31, 1999. 

   Total debt to total capitalization (total debt is net of cash and cash
   equivalents, and total capitalization includes total debt, company-
   obligated mandatorily redeemable convertible preferred securities of a
   subsidiary trust and stockholders' equity) was .43:1 at December 31,
   2001, .46:1 at December 31, 2000 and .33:1 at December 31, 1999.

   The Company believes that cash provided from operations and 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.

   CRITICAL ACCOUNTING POLICIES

   The Company's accounting policies are more fully described in Footnote
   1 of the Footnotes to the Consolidated Financial Statements.  As
   disclosed in Footnote 1, the preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management to make estimates and assumptions about future events that
   affect the amounts reported in the financial statements and
   accompanying footnotes.  Future events and their effects cannot be
   determined with absolute certainty.  Therefore, the determination of
   estimates requires the exercise of judgment.  Actual results
   inevitably will differ from those estimates, and such differences may
   be material to the Consolidated Financial Statements.

   The most significant accounting estimates inherent in the preparation
   of the Company's financial statements include estimates as to the
   recovery of accounts receivable, inventory, goodwill and other long-
   lived assets as well as those used in the determination of liabilities
   related to litigation, product liability, customer discounts,
   taxation, restructuring, post-retirement and pension benefits and
   environmental matters.  Various assumptions and other factors underlie
   the determination of these significant estimates.  The process of
   determining significant estimates is fact specific and takes into
   account factors such as historical experience, current and expected
   economic conditions, product mix, and in some cases, actuarial
   techniques.  The Company re-evaluates these significant factors as
   facts and circumstances dictate.  Historically, actual results have
   not differed significantly from those determined using the estimates
   described above.

   Sales of merchandise and freight billed to customers, net of
   provisions for cash discounts, returns, customer discounts (such as
   volume or trade), co-op advertising and other sales discounts are


                                     41


   recognized as revenue upon shipment to customers and when all
   substantial risks of ownership change.

   RECENT ACCOUNTING PRONOUNCEMENTS

   At the beginning of 2001, the Company adopted Statement of Financial
   Accounting Standards ("FAS") No. 133, "Accounting for Derivative
   Instruments and Hedging Activities."  This statement requires
   companies to record derivatives on the balance sheet as assets or
   liabilities, measured at fair value.  Any changes in fair value of
   these instruments are recorded in the income statement or other
   comprehensive income.  The impact of adopting FAS No. 133 on January
   1, 2001 resulted in a cumulative after-tax gain of approximately $13.0
   million, recorded in accumulated other comprehensive income.  The
   cumulative effect of adopting FAS No. 133 did not materially impact
   the results of operations.

   In June 2001, the Financial Accounting Standards Boards ("FASB")
   issued FAS No. 141, "Business Combinations", and FAS No. 142,
   "Goodwill and Other Intangible Assets". FAS No. 141 requires all
   business combinations initiated after June 30, 2001 to be accounted
   for using the purchase method of accounting. Historically, all
   acquisitions by the Company have been accounted for as purchases, thus
   there was no effect on the Company's Consolidated Financial Statements
   upon adoption of this standard, in contrast, all mergers have been
   accounted for as poolings of interest.  FAS No. 142 becomes effective
   in fiscal years beginning after December 15, 2001, with early adoption
   permitted. The Company plans to early adopt the provisions of FAS No.
   142 beginning in the first quarter of fiscal 2002. In accordance with
   this standard, goodwill will no longer be amortized but will be
   subject to annual assessment for impairment by applying a fair-value-
   based test. All other intangible assets will continue to be amortized
   over their estimated useful lives. Goodwill amortization expense was
   $57.0 million for the twelve months ended December 31, 2001. The
   Company anticipates that the application of the nonamortization
   provisions will increase annual net income by approximately $41.0
   million or $0.15 per share. During 2001 and the first quarter 2002,
   the Company performed the required impairment tests of goodwill and
   indefinite lived intangible assets as of January 1, 2002.  Subject to
   final analysis, the Company expects to record a pre-tax goodwill
   impairment charge of $500.0 million to $550.0 million in the first
   quarter of 2002.

   In August 2001, the FASB issued FAS No. 144,  "Accounting for
   Impairment of Disposal of Long-Lived Assets." This statement
   established a single accounting model for long-lived assets to be
   disposed of by sale and provides additional implementation guidance
   for assets to be held and used and assets to be disposed of other than
   by sale. The statement supersedes FAS No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be
   Disposed Of" and amends the accounting and reporting provisions of
   Accounting Principles Board ("APB") Opinion No. 30 related to the

                                     42


   disposal of a segment of a business. The statement is effective for
   fiscal years beginning after December 15, 2001. The Company adopted
   FAS No. 144 on January 1, 2002, and the standard did not have a
   material impact on its financial position or results of operations. 

   In August 2001, the Emerging Issues Task Force ("EITF") issued EITF
   No. 01-09 "Accounting for Consideration Given by Vendor to a Customer
   or a Reseller of Vendor's Product" which codified and reconciled the
   Task Force's consensuses in EITF 00-14 "Accounting for Certain Sales
   Incentives", EITF 00-22 "Accounting for Points and Certain Other Time
   Based Sales Incentives or Volume Based Sales Incentive Offers, and
   Offers of Free Products or Services to Be Delivered in the Future",
   and EITF 00-25 "Vendor Income Statement Characterization of
   Consideration Paid to a Reseller of the Vendor's Products".  These
   EITF's prescribe guidance regarding the timing of recognition and
   income statement classification of costs incurred for certain sales
   incentive programs to resellers and end consumers.  EITF No. 01-09 did
   not impact results of operations because the Company recognizes sales
   incentives upon recognition of revenue and classifies them as
   reductions of gross revenue and recognizes free goods as a cost of
   goods sold when shipped, both in accordance with the prescribed rules.

   In May 2000, the EITF issued EITF No. 00-10 "Accounting for Shipping
   and Handling Fees and Costs."  EITF No. 00-10 requires that amounts
   billed to customers related to shipping and handling costs be
   classified as revenue and all expenses related to shipping and
   handling be classified as a cost of products sold.  Historically,
   these revenues and costs had been netted together and deducted from
   gross sales to arrive at net sales.  The net sales and cost of
   products sold have been restated for this change.  The impact of this
   change increased net sales and cost of products sold by $286.1 million
   and $298.7 million for the years ended December 31, 2000 and December
   31, 1999, respectively.  There was no impact on gross income resulting
   from this change.

   LEGAL AND ENVIRONMENTAL MATTERS

   The Company is subject to legal proceedings and claims, including
   various environmental matters, in the ordinary course of its business. 
   Such legal proceedings are more fully described in Footnote 15 to the
   Company's Consolidated Financial Statements. Although management of
   the Company cannot predict the ultimate outcome of these legal
   proceedings with certainty, it believes that the ultimate resolution
   of the Company's legal proceedings, including any amounts it may have
   to pay in excess of amounts reserved, will not have a material effect
   on the Company's Consolidated Financial Statements.

   INTERNATIONAL OPERATIONS

   The Company's non-U.S. business is growing at a faster pace than its
   business in the United States. This growth outside the U.S. has been
   fueled by recent international acquisitions, primarily in Europe. For

                                     43


   the years ended December 31, 2001, December 31, 2000 and  December 31,
   1999, the Company's non-U.S. business accounted for approximately 27%,
   25% and 23% of net sales, respectively (see Footnote 14 to the
   Consolidated Financial Statements). Growth of both U.S. and non-U.S.
   businesses is shown below: 

    Year Ended December 31,                 2001       2000     % Change
                                            ----       ----     --------
    (IN MILLIONS) 
    Net sales:
        U.S.                               $5,040.6   $5,191.5    (2.9)%
        Non-U.S.                            1,868.7    1,743.2     7.2  
                                            -------    -------
                                           $6,909.3   $6,934.7    (0.4)%
                                           ========   ========


    Year Ended December 31,                2000        1999     % Change
                                           ----        ----     --------
    (IN MILLIONS) 
    Net sales:
        U.S.                              $5,191.5    $5,135.4      1.1%
        Non-U.S.                           1,743.2     1,576.4     10.6 
                                           -------     -------
                                          $6,934.7    $6,711.8      3.3%
                                          ========    ========



























                                     44


   MARKET RISK

   The Company's market risk is impacted by changes in interest rates,
   foreign currency exchange rates and certain commodity prices. Pursuant
   to the Company's policies, natural hedging techniques and derivative
   financial instruments may be utilized to reduce the impact of adverse
   changes in market prices. The Company does not hold or issue
   derivative instruments for trading purposes.

   The Company's primary market risk is interest rate exposure, primarily
   in the United States. The Company manages interest rate exposure
   through its conservative debt ratio target and its mix of fixed and
   floating rate debt. Interest rate exposure was reduced significantly
   in 1997 from the issuance of $500.0 million 5.25% Company-Obligated
   Mandatorily Redeemable Convertible Preferred Securities of a
   Subsidiary Trust, the proceeds of which reduced commercial paper.
   Interest rate swaps may be used to adjust interest rate exposures when
   appropriate based on market conditions, and, for qualifying hedges,
   the interest differential of swaps is included in interest expense. 

   The Company's foreign exchange risk management policy emphasizes
   hedging anticipated intercompany and third-party commercial
   transaction exposures of one-year duration or less. The Company
   focuses on natural hedging techniques of the following form: 

   *    offsetting or netting of like foreign currency cash flows, 

   *    structuring foreign subsidiary balance sheets with appropriate
        levels of debt to reduce subsidiary net investments and
        subsidiary cash flows subject to conversion risk, 

   *    converting excess foreign currency deposits into U.S. dollars or
        the relevant functional currency and 

   *    avoidance of risk by denominating contracts in the appropriate
        functional currency. 

   In addition, the Company utilizes short-term forward contracts to
   hedge commercial and intercompany transactions. Gains and losses
   related to qualifying hedges of commercial and intercompany
   transactions are deferred and included in the basis of the underlying
   transactions. Derivative instruments are recorded on the Company's
   balance sheet at fair value, and any changes in fair value of these
   instruments are recorded in the income statement or other
   comprehensive income.  

   Due to the diversity of its product lines, the Company does not have
   material sensitivity to any one commodity. The Company manages
   commodity price exposures primarily through the duration and terms of
   its vendor contracts.
   The amounts shown below represent the estimated potential economic
   loss that the Company could incur from adverse changes in either

                                     45


   interest rates or foreign exchange rates using the value-at-risk
   estimation model. The value-at-risk model uses historical foreign
   exchange rates and interest rates to estimate the volatility and
   correlation of these rates in future periods. It estimates a loss in
   fair market value using statistical modeling techniques and including
   substantially all market risk exposures (specifically excluding
   equity-method investments). The fair value losses shown in the table
   below do not have an impact on current results of operations or
   financial condition, but are shown as an illustration of the impact of
   adverse changes in interest rates.

                                          Time      Confidence
                               Amount    Period       Level
                               ------    ------     ----------
    (IN MILLIONS)
    Interest rates             $14.5      1 day        95%
    Foreign exchange            $0.5      1 day        95%

   The 95% confidence interval signifies the Company's degree of
   confidence that actual losses would not exceed the estimated losses
   shown above. The amounts shown here disregard the possibility that
   interest rates and foreign currency exchange rates could move in the
   Company's favor. The value-at-risk model assumes that all movements in
   these rates will be adverse. Actual experience has shown that gains
   and losses tend to offset each other over time, and it is highly
   unlikely that the Company could experience losses such as these over
   an extended period of time. These amounts should not be considered
   projections of future losses, since actual results may differ
   significantly depending upon activity in the global financial markets.
























                                     46



   EURO CURRENCY CONVERSION

   On January 1, 1999, the "Euro" became the common legal currency for 11
   of the 15 member countries of the European Union.  On that date, the
   participating countries fixed conversion rates between their existing
   sovereign currencies ("legacy currencies") and the Euro. On January 4,
   1999, the Euro began trading on currency exchanges and became
   available for noncash transactions, if the parties elected to use it. 
   On January 1, 2001, another country (Greece) also adopted the Euro,
   fixing the conversion rate against their legacy currency.  The legacy
   currencies remained legal tender through December 31, 2001. On January
   1, 2002, participating countries introduced Euro-denominated bills and
   coins, and effective July 1, 2002, legacy currencies will no longer be
   legal tender.

   After the dual currency phase, all businesses in participating
   countries must conduct all transactions in the Euro and must convert
   their financial records and reports to be Euro-based. The Company has
   substantially completed this conversion process and has deemed its
   information systems to be Euro compliant.  As a result of the Euro
   conversion, the Company experienced no adverse impact to its business
   or financial condition on a consolidated basis. 

   FORWARD-LOOKING STATEMENTS

   Forward-looking statements in this Report are made in reliance upon
   the safe harbor provisions of the Private Securities Litigation Reform
   Act of 1995. Such forward-looking statements may relate to, but are
   not limited to, information or assumptions about sales, income, earnings 
   per share, return on equity, return on invested capital, capital 
   expenditures, working capital, dividends, capital structure, free cash flow,
   debt to capitalization ratios, interest rates, internal growth rates, Euro
   conversion plans and related risks, impact of changes in accounting
   standards, pending legal proceedings and claims (including environmental 
   matters), future economic performance, operating income improvements, 
   synergies, management's plans, goals and objectives for future operations
   and growth or the assumptions relating to any of the forward-looking
   information. The Company cautions that forward-looking statements are
   not guarantees since there are inherent difficulties in predicting
   future results. 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 limited to,
   those matters set forth in this Report and Exhibit 99 to this Report.










                                     47



 
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
             ----------------------------------------------------------

   The information required by this item is incorporated herein by
   reference to the section entitled "Market Risk" in the Company's
   Management's Discussion and Analysis of Results of Operations and
   Financial Condition (Part II, Item 7).














































                                     48



   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
             -------------------------------------------

   MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

   The management of Newell Rubbermaid Inc. is responsible for the
   accuracy and internal consistency of all information contained in this
   annual report, including the Consolidated Financial Statements.
   Management has followed those generally accepted accounting
   principles, which it believes to be most appropriate to the
   circumstances of the Company, and has made what it believes to be
   reasonable and prudent judgments and estimates where necessary.

   Newell Rubbermaid Inc. operates under a system of internal accounting
   controls designed to provide reasonable assurance that its financial
   records are accurate, that the assets of the Company are protected and
   that the financial statements fairly present the financial position
   and results of operations of the Company. The internal accounting
   control system is tested, monitored and revised as necessary.

   Four directors of the Company, not members of management, serve as the
   Audit Committee of the Board of Directors and are the principal means
   through which the Board oversees the performance of the financial
   reporting duties of management. The Audit Committee meets with
   management and the Company's independent auditors several times a
   year to review the results of the external audit of the Company and to
   discuss plans for future audits. At these meetings, the Audit
   Committee also meets privately with the independent auditors to assure
   its free access to them.

   The Company's independent auditors, Arthur Andersen LLP, audited the
   financial statements prepared by the management of Newell Rubbermaid
   Inc. Their opinion on these statements is presented below.

    William T. Alldredge                    J. Patrick Robinson
    President - Corporate Development       Vice President - Controller
      & Chief Financial Officer               & Chief Accounting Officer


   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To the Stockholders of Newell Rubbermaid Inc.:

   We have audited the accompanying consolidated balance sheets of Newell
   Rubbermaid Inc. (a Delaware corporation) and subsidiaries as of
   December 31, 2001, 2000 and 1999 and the related consolidated
   statements of income, Stockholders' equity and comprehensive income
   and cash flows for the years then ended.  These consolidated financial
   statements and the schedule referred to below are the responsibility
   of Newell Rubbermaid Inc.'s management. Our responsibility is to
   express an opinion on these consolidated financial statements and
   schedule based on our audits.


                                     49


   We conducted our audits in accordance with auditing standards
   generally accepted in the United States. 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
   Rubbermaid Inc. and subsidiaries as of December 31, 2001, 2000 and
   1999 and the results of their operations and their cash flows for the
   years then ended, in conformity with accounting principles generally
   accepted in the United States.

   Our audits were 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 the purposes
   of complying with the Securities and Exchange Commission's rules and
   is not part of the basic financial statements.  This schedule has been
   subjected to the auditing procedures applied in our audits 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 25, 2002




















                                     50



<TABLE>
<CAPTION>


      CONSOLIDATED STATEMENTS OF INCOME
      <s>                                                                    <c>                <c>                <c>
      Year Ended December 31,                                                2001               2000               1999
                                                                             ----               ----               ----
      (IN THOUSANDS, EXCEPT PER SHARE DATA)

      NET SALES                                                           $6,909,319         $6,934,747         $6,711,768
      Cost of products sold                                                5,046,587          5,108,703          4,975,369
                                                                           ---------          ---------          ---------
      Gross Income                                                         1,862,732          1,826,044          1,736,399
      Selling, general and administrative expenses                         1,168,240            899,424          1,104,491
      Restructuring costs                                                     66,683             43,010            241,581
      Goodwill amortization                                                   56,957             51,930             46,722
                                                                           ---------          ---------          ---------
      OPERATING INCOME                                                       570,852            831,680            343,605
      Nonoperating expenses:
        Interest expense                                                     137,453            130,033            100,021
        Other, net                                                            17,534             16,160             12,645
                                                                           ---------          ---------          ---------
        Net Nonoperating Expenses                                            154,987            146,193            112,666
                                                                           ---------          ---------          ---------
      Income before income taxes                                             415,865            685,487            230,939
      Income taxes                                                           151,230            263,912            135,502
                                                                           ---------          ---------          ---------
      NET INCOME                                                            $264,635           $421,575            $95,437
                                                                            ========           ========            =======

      Weighted average shares outstanding:
        Basic                                                                266,657            268,437            281,806
        Diluted                                                              267,048            268,500            281,978

      Earnings per share:
        Basic                                                                  $0.99              $1.57              $0.34  
        Diluted                                                                $0.99              $1.57              $0.34  

      Dividends per share                                                      $0.84              $0.84              $0.80  

   See Footnotes to Consolidated Financial Statements.

</TABLE>













                                     51


<TABLE>
<CAPTION>

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      Year Ended December 31,                                              2001               2000               1999
                                                                           ----               ----               ----
      (IN THOUSANDS)
      <s>                                                                  <c>                <c>                 <c> 
      OPERATING ACTIVITIES
      Net income                                                           $264,635           $421,575            $95,437
      Adjustments to reconcile net income to net cash 
          provided by operating activities:
          Depreciation and amortization                                     328,775            292,576            271,731
          Noncash restructuring charges                                      36,906             18,452            100,924

          Deferred income taxes                                              25,500             59,800             (9,600)
          Income tax savings from employee 
            stock plans                                                         360                997              2,269
          Other                                                              16,823              1,947             52,448
      Changes in current accounts excluding the 
          effects of acquisitions: 
        Accounts receivable                                                (104,777)            36,301            (16,137)
        Inventories                                                         128,610           (100,495)            52,662
        Other current assets                                                 (6,814)             6,598            (41,793)
        Accounts payable                                                    149,341            (45,606)            14,617
        Accrued liabilities and other                                        26,059            (68,658)            31,393
                                                                            -------            -------            -------
      Net Cash Provided by Operating Activities                            $865,418           $623,487           $553,951


      INVESTING ACTIVITIES
      Acquisitions, net of cash acquired                                  $(107,479)         $(597,847)         $(345,934)
      Expenditures for property, plant and equipment                       (249,775)          (316,564)          (200,066)
      Sale of business, net of taxes paid                                    15,428                  -                  -
      Sales of marketable securities, net 
        of taxes paid                                                         7,775                  -             14,328
      Disposals of noncurrent assets and other                               30,491              5,119                720
                                                                            -------            -------            -------
      Net Cash Used in Investing Activities                               $(303,560)         $(909,292)         $(530,952)

      FINANCING ACTIVITIES
      Proceeds from issuance of debt                                       $464,241         $1,265,051           $803,298
      Payments on notes payable and long-term debt                         (818,979)          (428,211)          (608,573)
      Common stock repurchases                                                    -           (402,962)                 -
      Cash dividends                                                       (223,998)          (225,083)          (225,774)

      Proceeds from exercised stock options 
        and other                                                             2,863              1,263             27,411
                                                                            -------            -------            -------
      Net Cash (Used in) Provided by Financing Activities                 $(575,873)          $210,058            $(3,638)

      Exchange rate effect on cash                                           (1,708)            (3,892)            (3,751)
                                                                            -------            -------            -------


                                                               52


      (Decrease) Increase in Cash and Cash
        Equivalents                                                         (15,723)           (79,639)            15,610
      Cash and Cash Equivalents at Beginning of Year                         22,525            102,164             86,554
                                                                            -------            -------            -------
      Cash and Cash Equivalents at End of Year                              $ 6,802           $ 22,525           $102,164
                                                                            =======           ========           ========

      Supplemental cash flow disclosures -
          cash paid during the year for:
      Income taxes, net of refunds                                         $ 69,840           $152,787           $194,351
      Interest, net of amounts capitalized                                  118,333            145,455             98,536


   See Footnotes to Consolidated Financial Statements.

</TABLE>








































                                     53



<TABLE>
<CAPTION>

     CONSOLIDATED BALANCE SHEETS

     December 31,                                                         2001               2000                1999
                                                                          ----               ----                ----
     (Dollars in thousands)

     ASSETS
     <c>                                                                <c>                 <c>                <c>
     Current Assets:

     Cash and cash equivalents                                              $6,802             $22,525           $102,164
     Accounts receivable, net                                            1,298,177           1,183,363          1,178,423
     Inventories, net                                                    1,113,797           1,262,551          1,034,794
     Deferred income taxes                                                 238,468             231,875            250,587
     Prepaid expenses and other                                            193,408             180,053            172,601
                                                                         ---------           ---------          ---------
       Total Current Assets                                              2,850,652           2,880,367          2,738,569

     Marketable Equity Securities                                                -               9,215             10,799
     Other Long-term Investments                                            79,492              72,763             65,905
     Other Assets                                                          329,886             352,629            335,699
     Property, Plant and Equipment, Net                                  1,689,152           1,756,903         1,548,191 
     Trade Names and Goodwill, Net                                       2,316,940           2,189,948          2,024,925
                                                                         ---------           ---------          ---------
       Total Assets                                                     $7,266,122          $7,261,825         $6,724,088
                                                                         =========           =========          =========


     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:

     Notes payable                                                         $19,104             $23,492            $97,291
     Accounts payable                                                      501,259             342,406            376,596
     Accrued compensation                                                  124,660             126,970            113,373
     Other accrued liabilities                                             936,146             781,122            892,481
     Income taxes                                                          145,183              73,122                  -
     Current portion of long-term debt                                     807,500             203,714            150,142
                                                                         ---------           ---------          ---------
       Total Current Liabilities                                         2,533,852           1,550,826          1,629,883

     Long-term Debt                                                      1,365,001           2,319,552          1,455,779

     Other Noncurrent Liabilities                                          359,526             347,855            354,107
     Deferred Income Taxes                                                  73,685              93,165             85,655
     Minority Interest                                                         685               1,788              1,658
     Company-Obligated Mandatorily Redeemable 
      Convertible Preferred Securities of a Subsidiary Trust               499,997             499,998            500,000



                                                               54



     Stockholders' Equity:

     Common stock, authorized shares, 
       800.0 million at $1.00 par value;
     Outstanding shares:                                                   282,376             282,174            282,026
       2001 - 282.4 million 
       2000 - 282.2 million
       1999 - 282.0 million
     Treasury stock, at cost;                                             (408,457)           (407,456)           ( 2,760)

     Shares held:
       2001 - 15.6 million
       2000 - 15.6 million
       1999 - 0.1 million
     Additional paid-in capital                                            219,823             215,911            213,112
     Retained earnings                                                   2,571,255           2,530,864          2,334,609
     Accumulated other comprehensive loss                                 (231,621)           (172,852)          (129,981)
                                                                         ---------           ---------          ---------
       Total Stockholders' Equity                                        2,433,376           2,448,641          2,697,006
                                                                         ---------           ---------          ---------
       Total Liabilities and Stockholders' Equity                       $7,266,122          $7,261,825         $6,724,088
                                                                         =========           =========          =========

     See Footnotes to Consolidated Financial Statements.

</TABLE>






























                                     55


<TABLE>
<CAPTION>

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

                                                                                                                        Current
                                                                                                                         Year
                                                                                                       Accumulated      Compre-
                                                                          Additional                    Other Compre-     hensive
                                             Common                         Paid-In      Retained         hensive        Income
                                              Stock      Treasury Stock     Capital      Earnings      Income (Loss)     (Loss)
                                             ------      --------------     -------      --------      -------------     -------
  (IN THOUSANDS, EXCEPT PER SHARE DATA)
  <s>                                         <c>            <c>           <c>           <c>              <c>          <c>
  Balance at December 31, 1998                $281,747       $(21,607)     $204,709      $2,465,064       $(86,181)
                                                                                                      
  Net income                                                                                 95,437                    $ 95,437 
  Other comprehensive income (loss):
     Foreign currency translation
       adjustments                                                                                         (48,045)     (48,045)
     Unrealized gain on 
       securities available for
       sale, net of $2.3 million
       tax                                                                                                   3,545        3,545
     Reclassification adjustment
       for losses realized in net
       income, net of $0.4 million
       tax                                                                                                     700          700 
                                                                                                                         ------ 
     Total comprehensive income                                                                                         $51,637 
                                                                                                                         ====== 
  Cash dividends:
     Common stock, $0.80 per share                                                         (225,774)
  Exercise of stock options                        279         16,316         7,699 
  Other                                                         2,531           704            (118)
                                               -------        -------      --------        --------       -------- 
  Balance at December 31, 1999                $282,026        $(2,760)     $213,112      $2,334,609      $(129,981)

  Net income                                                                                421,575                    $421,575 

  Other comprehensive income (loss):                                                                                             
    Foreign currency translation
      adjustments                                                                                          (41,670)     (41,670)
    Unrealized loss on securities
      available for sale, net of
      $(0.7) million tax                                                                                    (1,201)      (1,201)
                                                                                                                       -------- 
    Total comprehensive income                                                                                        $ 378,704 
                                                                                                                        ======== 

                                                                   56


  Cash dividends:
    Common stock, $0.84 per share                                                          (225,083)
  Exercise of stock options                        148           (190)        1,495 
    Common stock repurchases                                 (402,962)              
  Other                                                        (1,544)        1,304            (237)
                                               -------        -------       -------         -------        ------- 
  Balance at December 31, 2000                $282,174      $(407,456)     $215,911      $2,530,864      $(172,852)

  Net income                                                                                264,635                     $264,635 
  Other comprehensive income (loss):
    Foreign currency translation
      adjustments                                                                                          (41,343)     (41,343)
    Loss on derivative
      instruments, net of$(7.9)
      million tax                                                                                          (13,987)     (13,987)
    Minimum pension liability                                                                               (4,506)      (4,506)
      adjustment, net of $(2.8)
      million tax
    Unrealized loss on securities                                                                           (2,138)      (2,138)
      available for sale, net of
      $(1.1) million tax
    Reclassification adjustment      
      for losses realized in net
      income, net of $1.8 million tax                                                                        3,205        3,205
                                                                                                                        ------- 
    Total comprehensive income                                                                                         $205,866 
                                                                                                                       ========
  Cash dividends:
    Common stock, $0.84 per share                                                          (223,998)
  Exercise of stock options                        202           (822)        3,696 
  Other                                                          (179)          216            (246)
                                               -------        -------       -------         -------       -------- 
  Balance at December 31, 2001                $282,376      $(408,457)     $219,823      $2,571,255      $(231,621)
                                               =======        =======       =======       =========        ======= 

</TABLE>


   See Footnotes to Consolidated Financial Statements.














                                        57


   FOOTNOTE 1
   ----------

   SIGNIFICANT ACCOUNTING POLICIES

   PRINCIPLES OF CONSOLIDATION: The Consolidated Financial Statements
   include the accounts of Newell Rubbermaid Inc. and its majority owned
   subsidiaries (the "Company") after elimination of intercompany
   accounts and transactions.

   On March 24, 1999, Newell Co. ("Newell") completed a merger with
   Rubbermaid Incorporated ("Rubbermaid") in which Rubbermaid became a
   wholly owned subsidiary of Newell. Simultaneously with the
   consummation of the merger, Newell changed its name to Newell
   Rubbermaid Inc. The merger was accounted for as a pooling of interests
   and the financial statements have been restated to combine
   retroactively Rubbermaid's financial statements with those of Newell
   as if the merger had occurred at the beginning of the earliest period
   presented.

   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. Actual results could differ from those estimates.

   RECLASSIFICATIONS: Certain 2000 and 1999 amounts have been
   reclassified to conform with the 2001 presentation.

   REVENUE RECOGNITION: Sales of merchandise and freight billed to
   customers, net of provisions for cash discounts, returns, customer
   discounts (such as volume or trade discounts), co-op advertising and
   other sales related discounts are recognized upon shipment to
   customers and when all substantial risks of ownership change.  Staff
   Accounting Bulletin ("SAB") No. 101, which clarified the existing
   accounting rules for revenue recognition, did not impact the Company's
   net sales for any years presented.  In conformity with SAB 101,
   revenue is recognized when all of the following circumstances are
   satisfied: pervasive evidence of an arrangement exists, the price is
   fixed or determinable, collection is reasonably assured and delivery
   has occurred.

   In August 2001, the Emerging Issues Task Force ("EITF") issued EITF
   No. 01-09 "Accounting for Consideration Given by Vendor to a Customer
   or a Reseller of Vendor's Product" which codified and reconciled the
   Task Force's consensuses in EITF 00-14 "Accounting for Certain Sales
   Incentives", EITF 00-22 "Accounting for Points and Certain Other Time
   Based Sales Incentives or Volume Based Sales Incentive Offers, and
   Offers of Free Products or Services to Be Delivered in the Future",
   and EITF 00-25 "Vendor Income Statement Characterization of
   Consideration Paid to a Reseller of the Vendor's Products".  These
   EITF's prescribe guidance regarding the timing of recognition and
   income statement classification of costs incurred for certain sales

                                     58


   incentive programs to resellers and end consumers.  EITF No. 01-09 did
   not impact results of operations because the Company recognizes sales
   incentives upon recognition of revenue and classifies them as
   reductions of gross revenue and recognizes free goods as a cost of
   goods sold when shipped, both in accordance with the prescribed rules.

   In May 2000, the EITF issued EITF No. 00-10 "Accounting for Shipping
   and Handling Fees and Costs."  EITF No. 00-10 requires that amounts
   billed to customers related to shipping and handling costs be
   classified as revenue and all expenses related to shipping and
   handling be classified as a cost of products sold.  Historically,
   these revenues and costs had been netted together and deducted from
   gross sales to arrive at net sales.  The net sales and cost of
   products sold have been restated for this change.  The impact of this
   change increased net sales and cost of products sold by $286.1 million
   and $298.7 million for the years ended December 31, 2000 and December
   31, 1999, respectively.  There was no impact on gross income resulting
   from this change.
     
   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:  The Company's
   financial instruments include cash and cash equivalents, accounts
   receivable, notes payable, short and long-term debt and Company-
   obligated Mandatorily Redeemable Convertible Securities of a
   Subsidiary Trust.  The fair value of these instruments approximates
   carrying values due to their short-term duration, except as follows:

             Derivative Instruments:  The fair value of the
             Company's derivative instruments is recorded in the
             Consolidated Balance Sheets and is described in more
             detail in Footnote 7.

             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 as of December 31, 2001. All other
             significant long-term debt is pursuant to floating rate
             instruments whose carrying amounts approximate fair
             value.

             Company-Obligated Mandatorily Redeemable Convertible
             Preferred Securities of a Subsidiary Trust:   The fair
             value of the $500.0 million company-obligated
             mandatorily redeemable convertible preferred securities
             of a subsidiary trust was $377.5 million at December 31,
             2001, based on quoted market prices.

   CASH AND CASH EQUIVALENTS: Cash and highly liquid short-term
   investments having a maturity of three months 
   or less.



                                     59


   ALLOWANCES FOR DOUBTFUL ACCOUNTS: Allowances for doubtful accounts at
   December 31 totaled $57.9 million in 2001, $36.1 million in 2000 and
   $41.9 million in 1999.  On January 22, 2002, one of the Company's
   largest customers filed for bankruptcy under Chapter 11 of the
   Bankruptcy Code.  The Company increased bad debt provisions throughout
   2001 to adequately reserve for this bankruptcy.

   INVENTORIES:  Inventories are stated at the lower of cost or market
   value. Cost of certain domestic inventories (approximately 63%, 59%
   and 67% of total inventories at December 31, 2001, 2000 and 1999,
   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. If the FIFO inventory valuation method had
   been used exclusively, inventories would have increased by $20.1
   million, $15.9 million and $11.4 million at December 31, 2001, 2000
   and 1999, respectively. Inventory reserves (excluding LIFO reserves)
   at December 31 totaled $117.3 million in 2001, $114.6 million in 2000
   and $119.4 million in 1999. The components of net inventories were as
   follows: 

    December 31,                           2001       2000        1999
                                           ----       ----        ----
    (IN MILLIONS)
    Materials and supplies                 $223.2     $244.8     $240.0
    Work in process                         162.0      165.3      149.5
    Finished products                       728.6      852.5      645.3
                                          -------    -------    -------
                                         $1,113.8   $1,262.6   $1,034.8
                                         ========   ========   ========

   OTHER LONG-TERM INVESTMENTS: 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{R} and Irwin{R} trademarks. This investment is accounted for on
   the equity method with a net investment of $79.5 million at December
   31, 2001.  The Company's share of undistributed earnings of the
   investment included in consolidated retained earnings was $43.9
   million at December 31, 2001.

   LONG-TERM MARKETABLE EQUITY SECURITIES:  Long-term marketable equity
   securities classified as available for sale are carried at fair value
   with adjustments to fair value reported separately, net of tax, as a
   component of accumulated other comprehensive income (and excluded from
   earnings). Gains and losses on the sales of long-term marketable
   equity securities are based upon the average cost of securities sold.
   The Company sold all of its marketable equity securities in December
   2001, and realized a $5.0 million pre-tax loss.  Long-term marketable
   equity securities for prior years are summarized as follows:





                                     60



    December 31,                                       2000       1999
                                                       ----       ----
    (IN MILLIONS)
    Aggregate market value                              $9.2      $10.8
    Aggregate cost                                      11.0       10.6
                                                       -----      -----
    Unrealized pre-tax (loss) ga in                    $(1.8)      $0.2
                                                       =====      =====

   PROPERTY, PLANT AND EQUIPMENT:  Replacements and improvements are
   capitalized. Expenditures for maintenance and repairs are charged to
   expense. Depreciation expense is calculated to amortize, principally
   on the straight-line basis, the cost of the depreciable assets over
   their depreciable lives. Maximum useful lives determined by the
   Company are: buildings and improvements (20-40 years) and machinery
   and equipment (3-12 years).  Property, plant and equipment consisted
   of the following: 

    December 31,                          2001        2000       1999
                                          ----        ----       ----
    (IN MILLIONS)
    Land                                   $59.5       $60.7      $63.4

    Buildings and improvements             732.5       736.1      691.3
    Machinery and equipment              2,546.2     2,421.6    2,200.7
                                         -------     -------    -------
                                         3,338.2     3,218.4    2,955.4
    Accumulated depreciation            (1,649.0)   (1,461.5)  (1,407.2)
                                        --------     -------    -------
                                        $1,689.2    $1,756.9   $1,548.2
                                        ========    ========   ========






















                                     61



   TRADE NAMES AND GOODWILL:  In June 2001, the Financial Accounting
   Standards Board ("FASB") issued Statement of Financial Accounting
   Standards ("FAS") No. 141, "Business Combinations" and No. 142,
   "Goodwill and Other Intangible Assets" effective for fiscal years
   beginning after December 31, 2001. Under the new rules, goodwill and
   intangible assets deemed to have indefinite lives will no longer be
   amortized, but will be subject to periodic impairment tests in
   accordance with the statements. Other intangible assets will continue
   to be amortized over their useful lives. The statement also required
   business combinations initiated after June 30, 2001 to be accounted
   for using the purchase method of accounting, and broadens the criteria
   for recording intangible assets separate from goodwill.  

   Effective January 1, 2002, all amortization expense on goodwill and
   intangible assets with indefinite lives will stop. The Company
   anticipates that the application of the nonamortization provisions
   will increase annual net income by approximately $41.0 million or
   $0.15 per diluted share. During 2001 and the first quarter 2002, the
   Company performed the required impairment tests of goodwill and
   indefinite lived intangible assets as of January 1, 2002.  Subject to
   final analysis, the Company expects to record a pre-tax goodwill
   impairment charge of $500.0 million to $550.0 million in the first
   quarter of 2002.

   The cost of trade names and goodwill represents the excess of cost
   over identifiable net assets of businesses acquired. Prior to the
   adoption of FAS 141, the Company did not allocate such excess cost to
   trade names separate from goodwill, but allocated it to other
   identifiable intangible assets recorded in long-term Other Assets. 
   Through the year ended December 31, 2001, trade names and goodwill
   were amortized over 40 years and other identifiable intangible assets
   were amortized over 5 to 20 years.  Trade names and goodwill consisted
   of the following:

    December 31,                           2001       2000        1999
                                           ----       ----        ----
    (IN MILLIONS)
    Cost                                 $2,671.6   $2,485.8   $2,270.5
    Accumulated amortization               (354.7)    (295.9)    (245.6)
                                          -------    -------    -------
                                         $2,316.9   $2,189.9   $2,024.9
                                         ========   ========   ========










                                     62


   Other identifiable intangible assets (recorded in Other Assets)
   consisted of the following:

    December 31,                         2001       2000        1999
                                         ----       ----        ----
    (IN MILLIONS)
    Cost                                  $82.0      $96.1      $93.0
    Accumulated amortization              (36.7)     (34.7)     (34.3)
                                          -----      -----      -----
                                          $45.3      $61.4      $58.7
                                          =====      =====      =====

   LONG-LIVED ASSETS:  Subsequent to acquisition, the Company
   periodically evaluates whether later events and circumstances have
   occurred that indicate the remaining estimated useful life of long-
   lived assets may warrant revision or that the remaining balance of
   long-lived assets may not be recoverable. If factors indicate that
   long-lived assets should be evaluated for possible impairment, the
   Company uses an estimate of the relevant business' undiscounted net
   cash flow over the remaining life of the long-lived assets in
   measuring whether the carrying value is recoverable. An impairment
   loss would be measured by reducing the carrying value to fair value,
   based on a discounted cash flow analysis.  

   In August 2001, the FASB issued FAS No. 144,  "Accounting for
   Impairment of Disposal of Long-Lived Assets." This statement
   established a single accounting model for long-lived assets to be
   disposed of by sale and provides additional implementation guidance
   for assets to be held and used and assets to be disposed of other than
   by sale. The statement supersedes FAS No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be
   Disposed Of" and amends the accounting and reporting provisions of
   Accounting Principles Board ("APB") Opinion No. 30 related to the
   disposal of a segment of a business. The statement is effective for
   fiscal years beginning after December 15, 2001.  The adoption of FAS
   No. 144 on January 1, 2002 will require separate presentation of the
   discontinued operations for the Company's pending divestiture of
   Anchor Hocking Glass ("Anchor"), as disclosed further in Footnote 2.

   OTHER ACCRUED LIABILITIES:  Customer accruals are promotional
   allowances and rebates given to customers in exchange for their
   selling efforts. The self-insurance accrual is primarily casualty
   liability such as workers' compensation, general and product liability
   and auto liability and is estimated based upon historical loss
   experience.  Accrued liabilities included the following: 








                                     63


    December 31,                           2001       2000        1999
                                           ----       ----        ----
    (IN MILLIONS)
    Customer accruals                      $253.3     $240.7     $296.6
    Accrued self-insurance
      liability                             107.2       99.9       92.0

   FOREIGN CURRENCY TRANSLATION:  Foreign currency balance sheet accounts
   are translated into U.S. dollars at the rates of exchange in effect at
   fiscal year end. Income and expenses are translated at the average
   rates of exchange in effect during the year. The related translation
   adjustments are made directly to accumulated other comprehensive
   income. International subsidiaries operating in highly inflationary
   economies translate nonmonetary assets at historical rates, while net
   monetary assets are translated at current rates, with the resulting
   translation adjustment included in net income as other nonoperating
   (income) expenses. Foreign currency transaction losses were $1.9
   million, $1.9 million and $1.1 million in 2001, 2000 and 1999,
   respectively.

   ADVERTISING COSTS:  The Company expenses advertising costs as
   incurred, including cooperative advertising programs with customers.
   Total cooperative advertising expense was $196.8 million, $209.2
   million and $205.3 million for 2001, 2000 and 1999, respectively. 
   Cooperative advertising is recorded in the Consolidated Financial
   Statements as a reduction of sales because it is viewed as part of the
   negotiated price of products. All other advertising costs are charged
   to selling, general and administrative expenses and totaled $100.3
   million, $80.0 million and $80.0 million in 2001, 2000 and 1999,
   respectively.

   RESEARCH AND DEVELOPMENT COSTS:  Research and development costs
   relating to both future and present products are charged to selling,
   general and administrative expenses as incurred. These costs
   aggregated $67.2 million, $49.4 million and $49.9 million in 2001,
   2000 and 1999, respectively.

   EARNINGS PER SHARE:  The calculation of basic and diluted earnings per
   share for the years ended December 31, 2001, 2000 and 1999,
   respectively, is shown below (IN MILLIONS, EXCEPT PER SHARE DATA):






                                     64


                                      "In the
                                      Money"       Convertible
                           Basic       Stock        Preferred      Diluted
   2001                   Method    Options (1)  Securities (2)    Method
   ----                   ------    -----------  --------------    ------
   Net income             $264.6         -               -         $264.6
   Weighted average  
     shares outstanding    266.7         0.3             -          267.0
   Earnings per share       $0.99                                  $  0.99

   2000
   ----
   Net income             $421.6          -              -         $421.6
   Weighted average    
     shares outstanding    268.4         0.1             -          268.5
   Earnings per share       $1.57                                  $  1.57

   1999
   ----
   Net income             $ 95.4          -              -         $ 95.4
   Weighted average    
     shares outstanding    281.8         0.2             -          282.0
   Earnings per share     $  0.34                                  $ 0.34


   (1)  The weighted average shares outstanding for 2001, 2000 and 1999
        exclude the dilutive effect of approximately 3.9 million, 7.6
        million and 4.2 million options, respectively, since such options
        had an exercise price in excess of the average market value of
        the Company's common stock during the respective years.
   (2)  The convertible preferred securities are anti-dilutive in 2001,
        2000 and 1999 and, therefore, have been excluded from diluted
        earnings per share.  Had the convertible preferred shares been
        included in the diluted earnings per share calculation, net
        income would be increased by $16.8 million, $16.4 million and
        $16.3 million in 2001, 2000 and 1999, respectively and weighted
        average shares outstanding would have increased by 9.9 million
        shares in all years.

























                                     65


   COMPREHENSIVE INCOME: Comprehensive income and accumulated other
   comprehensive income encompass net income, net after-tax unrealized
   gains or losses on securities available for sale, foreign currency
   translation adjustments, net losses on derivative instruments and net
   minimum pension liability adjustments in the Consolidated Statements
   of Stockholders' Equity and Comprehensive Income. The following table
   displays the components of accumulated other comprehensive income or
   loss (IN MILLIONS):


<TABLE>
<CAPTION>

                                           After-tax            Foreign                             After-tax
                                           Unrealized           Currency          After-tax          Minimum         Accumulated
                                         Gain (Loss) on       Translation        Derivatives         Pension        Other Compre-
                                           Securities             Loss          Hedging Loss        Liability        hensive Loss
                                           ----------         -----------       ------------        ---------        ------------
     <s>                                       <c>              <c>                <c>                <c>               <c> 
     Balance at 12/31/98                       $(4.1)           $(82.1)            $  -               $ -               $(86.2)
     Current year change                         4.2             (48.0)               -                 -                (43.8)
                                               -----             -----             ------            ------             ------

     Balance at 12/31/99                         0.1            (130.1)               -                 -               (130.0)
     Current year change                        (1.2)            (41.7)               -                 -                (42.9)
                                              ------            ------             ------            ------             ------

     Balance at 12/31/00                        (1.1)           (171.8)               -                 -               (172.9)

     Current year change                         1.1             (41.3)             (14.0)             (4.5)             (58.7)
                                              ------            ------             ------            ------             ------

     Balance at 12/31/01                      $  -             $(213.1)            $(14.0)            $(4.5)           $(231.6)
                                              ======            ======             ======            ======             ======

</TABLE>





















                                                               66


   FOOTNOTE 2
   ----------

   ACQUISITIONS OF BUSINESS

   2001:
   ----
   The Company made only minor acquisitions in 2001, for $61.2 million in
   cash and $0.1 million of assumed debt. 

   2000:
   ----
   In 2000, the Company acquired the following:

                           Business        Acquisition         Industry
    Business Name         Description         Date              Segment
    -------------         -----------      -----------         --------
    Mersch SA           Picture Frames     January 24     Calphalon/WearEver

    Brio                Picture Frames       May 24       Calphalon/WearEver

    Paper Mate/Parker       Writing        December 29       Parker/Eldon
                          Instruments

   For these and for other minor acquisitions made in 2000, the Company
   paid $635.2 million in cash and assumed 
   $15.0 million of debt. 

   1999:
   ----
   In 1999, the Company acquired the following:

                           Business        Acquisition         Industry
    Business Name        Description          Date             Segment
    -------------        -----------          ----             -------
    Ateliers 28        Drapery Hardware      April 2       Levolor/Hardware

    Reynolds SA            Writing         October 18        Parker/Eldon
                         Instruments

    McKechnie plc          Drapery         October 29      Levolor/Hardware
    consumer product   Hardware, Window
    division              Fashions,
                          Shelving &
                           Hardware

    Ceanothe Holding    Picture Frames     December 29    Calphalon/WearEver

   For these and for other minor acquisitions made in 1999, the Company
   paid $397.3 million in cash and assumed 
   $45.1 million of debt.

   The transactions summarized above were accounted for as purchases;
   therefore, results of operations are included in the accompanying
   Consolidated Financial Statements since their respective acquisition
   dates.  The acquisition costs for the 2001 acquisitions were allocated


                                     67



   on a preliminary basis to the fair market value of the assets acquired
   and liabilities assumed.  The Company's finalized integration plans
   may include exit costs for certain plants and product lines and
   employee termination costs.  The final adjustments to the purchase
   price allocations are not expected to be material to the Consolidated
   Financial Statements.  The preliminary purchase price allocations for
   the 2001 acquisitions and the finalized purchase price allocations for
   the 2000 and 1999 acquisitions resulted in trade names and goodwill of
   approximately $705.9 million.

   The Company began to formulate integration plans for the Paper
   Mate/Parker, Brio and Mersch SA acquisitions as of their respective
   dates of acquisition.  The integration plans for these acquisitions
   were finalized during 2001 and resulted in integration plan
   liabilities of $67.9 million for facility and other exit costs, $32.6
   million for employee severance and termination benefits and $3.4
   million for other pre-acquisition contingencies.  These reserves are
   primarily related to the closure of Paper Mate manufacturing
   facilities in California and integration of Paper Mate's European
   operations into existing Newell European writing instruments
   businesses.  In addition, integration reserves were established for
   the closure of several Mersch and Brio facilities as these businesses
   are integrated into existing Newell European picture frame businesses. 
   As of December 31, 2001, $32.4 million of integration plan reserves
   remain related to the 2000 and 1999 acquisitions. 

   None of the 2001 acquisitions were included in the pro forma
   calculations because their effect was immaterial.  The unaudited
   consolidated results of operations for the years ended December 31,
   2001 and 2000 on a pro forma basis, as though the 2000 acquisitions of
   Mersch, Brio and Paper Mate/Parker had been acquired on January 1,
   2000, are as follows (unaudited):

    Year Ended December 31,                           2001       2000
                                                      ----       ----
    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
    Net sales                                      $6,909.3   $7,489.7
    Net income                                        264.0      382.5
    Earnings per share (basic)                         $0.99      $1.43














                                     68



   MERGERS

   On March 24, 1999, the Company completed the Rubbermaid merger. The
   merger qualified as a tax-free exchange and was accounted for as a
   pooling of interests. Newell issued .7883 Newell Rubbermaid shares
   (those of the Company as a combined entity) for each outstanding share
   of Rubbermaid common stock. A total of 119.0 million shares (adjusted
   for fractional and dissenting shares) of the Company's common stock
   were issued as a result of the merger, and Rubbermaid's outstanding
   stock options were converted into options to purchase approximately
   2.5 million Newell Rubbermaid common shares.

   No adjustments were made to the net assets of the combining companies
   to adopt conforming accounting practices or fiscal years other than
   adjustments to eliminate the accounting effects related to Newell's
   purchase of Rubbermaid's office products business ("Eldon") in 1997.
   Because the Newell Rubbermaid merger was accounted for as a pooling of
   interests, the accounting effects of Newell's purchase of Eldon have
   been eliminated as if Newell had always owned it.

   The following table presents a reconciliation of net sales and net
   income (loss) for Newell and Rubbermaid individually to those
   presented in the accompanying Consolidated Financial Statements:

    Year Ended December 31,               1999
                                          ----
    (In millions)
    Net sales:
      Newell                             $4,146.8
      Rubbermaid                          2,565.0
                                          -------
                                         $6,711.8
                                          =======
    Net income (loss):
      Newell                               $285.2
      Rubbermaid                           (189.8)
                                          -------
                                         $   95.4
                                          =======

   PENDING DIVESTITURE

   On June 18, 2001, the Company announced the sale of Anchor for $322.0
   million.  On January 14, 2002, the Federal Trade Commission  ("FTC")
   filed a complaint challenging the legality of the sale of Anchor.  The
   FTC believes the sale of Anchor to the current buyer could create a
   monopoly in the market for glassware in the foodservice industry.  On
   January 21, 2002, the Company signed an amended agreement with the
   buyer to divest of Anchor, excluding the foodservice business, for
   $277.5 million.  The Company is defending the restructured

                                     69



   transaction.  Annual net sales from Anchor (including the foodservice
   business) totaled $196.6 million, $206.7 million and $210.8 million
   for the years ended December 31, 2001, 2000 and 1999, respectively. 
   Anchor is included in the Calphalon/WearEver segment. 

   Effective January 1, 2002, the carrying amount of Anchor will be
   classified as held for sale in the Consolidated Balance Sheets in
   accordance with FAS No. 144.  The results of operations for Anchor
   will be reported separately in the Consolidated Statements of Income
   as a discontinued operation.  The expected gain from this divestiture
   will be recognized when the sale is finalized.  










































                                     70


   FOOTNOTE 3
   ----------

   RESTRUCTURING COSTS

   Certain expenses incurred in the reorganization of the Company's
   operations are considered to be restructuring expenses.  Pre-tax
   restructuring costs consisted of the following:

<TABLE>
<CAPTION>


    Year Ended December 31,                                                  2001              2000              1999
                                                                             ----              ----              ----
       <s>                                                                    <c>               <c>             <c>
       (IN MILLIONS)
       Facility and other exit costs                                          $34.6             $14.0            $27.8
       Employee severance and termination benefits                             28.5              26.8            101.9
       Exited contractual commitments                                           1.0           -                   72.0
       Rubbermaid transaction costs                                             -                 -               39.9
       Other                                                                    2.6               2.2              -
                                                                               ----              ----             ----
            Recorded as Restructuring Costs                                   $66.7             $43.0           $241.6
       Discontinued Product Lines (in Cost of Sales)                            3.8               5.6              4.8
                                                                               ----              ----             ----
            Total Costs Related to Restructuring Plans                        $70.5             $48.6           $246.4
                                                                               ====              ====            =====
</TABLE>

   Restructuring provisions were determined based on estimates prepared
   at the time the restructuring actions were approved by management. 
   An analysis of the Company's restructuring plan reserves is as
   follows (IN MILLIONS):

<TABLE>
<CAPTION>

                                                         12/31/99                              Costs            12/31/00
                                                          Balance           Provision         Incurred*          Balance
                                                          -------           ---------         ---------          -------
       <s>                                                 <c>               <c>              <c>                 <c>        
       Facility and other exit costs                         $9.9             $19.6            $(17.7)            $11.8
       Employee severance and
         termination benefits                                 0.6              26.8             (24.1)              3.3
       Exited contractual commitments                         7.4               -                (2.8)              4.6
       Other                                                  -                 2.2               -                 2.2
                                                             ----              ----              ----              ----
                                                            $17.9             $48.6            $(44.6)            $21.9
                                                             ====              ====              ====              ====

       
                                                          12/31/00                              Costs            12/31/01
                                                           Balance           Provision         Incurred*          Balance
                                                           -------           ---------         --------           -------

       Facility and other exit costs                        $11.8             $38.4            $(30.1)            $20.1
       Employee severance and
         termination benefits                                 3.3              28.5             (25.6)              6.2
       Exited contractual commitments                         4.6               1.0              (3.7)              1.9
       Other                                                  2.2               2.6              (4.8)              -
                                                             ----              ----              ----              ----
                                                            $21.9             $70.5            $(64.2)            $28.2
                                                             ====              ====              ====              ====
</TABLE>


   *    Cash paid for restructuring activities was $49.7 million, $32.9
        million and $145.5 million in 2001, 2000 and 1999, respectively.


                                                               71



   The facility and other exit cost reserves of $20.1 million at
   December 31, 2001 are primarily related to future minimum lease
   payments on a vacated Levolor/Hardware European facility and closure
   costs related to six additional facilities (one at Rubbermaid, one at
   Parker/Eldon, two at Levolor/Hardware and two at Calphalon/WearEver). 
   Severance reserves of $6.2 million at December 31, 2001 are primarily
   related to payments to approximately 25 former Newell executives who
   are receiving severance payments under employment agreements.  As of
   December 31, 2001, $1.9 million of reserves remain for restructuring
   charges recorded in 1999 for contractual commitments on abandoned
   Rubbermaid computer software.  No other restructuring reserves remain
   from the 2000 and 1999 restructuring charges. 

   2001
   ----
   During 2001, the Company recorded pre-tax restructuring charges
   associated with the Company's strategic restructuring plan.  The
   restructuring plan is intended to streamline the Company's supply
   chain to ensure its position as the low cost global provider
   throughout the Company's product portfolio.  The plan consists of
   reducing worldwide headcount over the three years beginning in 2001,
   and includes consolidating duplicate manufacturing facilities.  As
   part of this plan, the Company incurred employee severance and
   termination benefit costs for approximately 1,700 employees. 
   Additionally, the Company incurred facility exit costs related
   primarily to the closure of 14 facilities (four at Rubbermaid, one at
   Parker/Eldon, six at Levolor/Hardware and three at
   Calphalon/WearEver). 






















                                     72


   2000
   ----
   During 2000, the Company recorded pre-tax restructuring charges
   related primarily to the continued Rubbermaid integration and plant
   closures in the Home Decor segment.  The Company incurred employee
   severance and termination benefit costs related to approximately 700
   employees terminated in 2000.  Such costs included severance and
   government mandated settlements for facility closures at Rubbermaid
   Europe, change in control payments made to former Rubbermaid
   executives, employee terminations at the domestic Rubbermaid
   divisions and severance at the Home Decor segment.  The Company
   incurred merger transaction costs related primarily to legal
   settlements for Rubbermaid's 1998 sale of a former division and other
   merger related contingencies resolved in 2000.  Additionally, the
   Company incurred facility and other exit costs related primarily to
   the closure of five European Rubbermaid facilities, three window
   furnishings facilities as well as the exit of various Rubbermaid
   product lines.

   1999
   ----
   During 1999, the Company recorded pre-tax restructuring charges
   related primarily to the integration of the Rubbermaid business into
   Newell.  Merger transaction costs related primarily to investment
   banking, legal and accounting costs for the Newell/Rubbermaid merger. 
   Employee severance and termination benefits related to approximately
   750 employees terminated in 1999.  Such costs included change in
   control payments made to former Rubbermaid executives and severance
   and termination costs at Rubbermaid's former headquarters, Rubbermaid
   Home Products division, Little Tikes division, Rubbermaid Commercial
   Products division and Newell divisions.  Facility and other exit
   costs representing impaired Rubbermaid centralized computer software
   (abandoned as a result of converting Rubbermaid onto existing Newell
   centralized computer software) and costs related to discontinued
   product lines, the closure of seven Rubbermaid facilities, write-off
   of assets associated with abandoned projects and impaired assets and
   other exit costs. 
















                                     73


   FOOTNOTE 4
   ----------

   CREDIT ARRANGEMENTS

   The Company has short-term foreign and domestic uncommitted lines of
   credit with various banks which are available for short-term
   financing. Borrowings under the Company's uncommitted lines of credit
   are subject to the discretion of the lender. The Company's
   uncommitted lines of credit do not have a material impact on the
   Company's liquidity.  The following is a summary of borrowings under
   foreign and domestic lines of credit:

    December 31,                              2001       2000       1999
                                              ----       ----       ----
    (IN MILLIONS)
    Notes payable to banks:
      Outstanding at year-end
      - borrowing                           $ 19.1      $ 23.5     $97.3
      - weighted average interest rate        10.0%        8.6%      6.8%
    Average for the year
      - borrowing                           $ 24.1      $ 61.1     $59.1
      - weighted average interest rate        12.1%        7.7%      9.9%

    Maximum outstanding during the year     $401.5      $178.0    $ 97.3

   The Company can also issue commercial paper (as described in Footnote
   5 to the Consolidated Financial Statements), as summarized below:

    December 31,                              2001       2000       1999
                                              ----       ----       ----
    (IN MILLIONS)
    Commercial paper:
      Outstanding at year-end  -
        borrowing                         $  707.5    $1,503.7    $718.5
      - average interest rate                  2.8%        6.6%      5.9%
      Average for the year
      - borrowing                         $1,240.3    $  987.5    $534.9
      - average interest rate                  4.1%        6.3%      5.2%
    Maximum outstanding during the year   $1,603.3    $1,503.7    $807.0













                                     74


   FOOTNOTE 5
   ----------

   LONG-TERM DEBT

   The following is a summary of long-term debt:

    December 31,                            2001       2000       1999
                                            ----       ----       ----
    (IN MILLIONS)
    Medium-term notes                   $1,012.5    $1,012.5    $859.5
    Commercial paper                       707.5     1,503.7     718.5
    Preferred debt securities              450.0         -         -
    Other long-term debt                     2.5         7.1      27.9
                                         -------     -------   -------
         Total debt                      2,172.5     2,523.3   1,605.9
    Current portion of long-term debt     (807.5)     (203.7)   (150.1)
                                         -------     -------   -------
         Long-term Debt                 $1,365.0    $2,319.6  $1,455.8
                                         =======     =======   =======


   The Company has a revolving credit agreement of $1,300.0 million that
   will terminate in August 2002. During 2000, the Company entered into
   a 364-day revolving credit agreement in the amount of $700.0 million.
   The 364-day revolving credit agreement terminated in October 2001. At
   December 31, 2001, there were no borrowings under the remaining
   $1,300.0 million revolving credit agreement.

   In lieu of borrowings under the Company's revolving credit agreement,
   the Company may issue commercial paper. The Company's revolving
   credit agreement provides the committed backup liquidity required to
   issue commercial paper. Accordingly, commercial paper may only be
   issued up to the amount available for borrowing under the Company's
   revolving credit agreement. At December 31, 2001, $707.5 million
   (principal amount) of commercial paper was outstanding. Because the
   backup revolving credit agreement expires in August 2002, the entire
   $707.5 million is classified as current portion of long-term debt.

   The revolving credit agreement permits the Company to borrow funds on
   a variety of interest rate terms.  The agreement requires, among
   other things, that the Company maintain a certain Total Indebtedness
   to Total Capital Ratio and limits Subsidiary Indebtedness, as defined
   in the agreement.  As of December 31, 2001, the Company was in
   compliance with this agreement.

   The Company had outstanding at December 31, 2001 a total of $1,012.5
   million (principal amount) of medium-term notes. The maturities on
   these notes range from 3 to 30 years at an average interest rate of
   6.34%.  Of the outstanding amount of medium-term notes, $100.0
   million is classified as current portion of long-term debt and $912.5
   million is classified as long-term debt.  A $779.5 million universal

                                     75


   shelf registration statement became effective in July 1999. As of
   December 31, 2001, $449.5 million of Company debt and equity
   securities may be issued under the shelf registration statement.

   On September 18, 2001, the Company entered into an agreement with a
   financial institution creating a financing entity which is
   consolidated in the Company's financial statements.  Under the
   agreement, the Company regularly enters into transactions with the
   financing entity to sell an undivided interest in the Company's trade
   receivables to the financing entity.  In the quarter ended September
   30, 2001, the financing entity issued $450.0 million in preferred
   debt securities to a financial institution.  Those preferred debt
   securities must be retired or redeemed before the Company can have
   access to the financing entity's receivables.  The receivables and
   the corresponding $450.0 million preferred debt issued by the
   subsidiary to the financial institution are recorded in the
   Consolidated Balance Sheets of the Company. The proceeds of this debt
   were used to pay down commercial paper issued by the Company. 
   Because this debt matures in 2008, the entire amount is considered to
   be long-term debt.  The provisions of the debt agreement allow the
   entire outstanding debt to be called upon certain events including
   the Company's debt rating falling below investment grade (Baa2;
   Moody's debt rating and BBB; Standard & Poor's debt rating), and
   certain levels of accounts receivable write-offs.  As of December 31,
   2001, the Company was in compliance with the agreement.

   The aggregate maturities of long-term debt outstanding are as
   follows:

                                Aggregate
    December 31,                Maturities
                                ----------
    (IN MILLIONS)
    2002                        $  807.5
    2003                           415.5
    2004                             -
    2005                            22.0
    2006                           150.0
    Thereafter                     777.5
                                 -------
                                $2,172.5
                                 =======













                                     76


   FOOTNOTE 6
   ----------

   COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
   SECURITIES OF A SUBSIDIARY TRUST 

   The Company fully and unconditionally guarantees 10.0 million shares
   of 5.25% convertible preferred securities issued by a 100% owned
   finance subsidiary of the Company, which are callable at 103.15% of
   the liquidation preference, decreasing over time to 100% by December
   2007. Each of these "Preferred Securities" is convertible into 0.9865
   of a share of Company common stock, and is entitled to a quarterly
   cash distribution at the annual rate of $2.625 per share.

   The proceeds of the Preferred Securities were invested in $500.0
   million of Company 5.25% Junior Convertible Subordinated Debentures.
   The Debentures are the sole assets of the subsidiary trust, mature on
   December 1, 2027, bear interest at an annual rate of 5.25%, are
   payable quarterly and became redeemable by the Company beginning in
   December 2001. The Company may defer interest payments on the
   Debentures for a period up to 20 consecutive quarters, during which
   period distribution payments on the Preferred Securities are also
   deferred. Under this circumstance, the Company may not declare or pay
   any cash distributions with respect to its common or preferred stock
   or debt securities that do not rank senior to the Debentures. 

   As of December 31, 2001, the Company has not elected to defer
   interest payments.  The $500.0 million of the Preferred Securities is
   classified as Company-Obligated Mandatorily Redeemable Convertible
   Preferred Securities of a Subsidiary Trust in the Consolidated
   Balance Sheet.






















                                     77


   FOOTNOTE 7
   ----------

   DERIVATIVE FINANCIAL INSTRUMENTS

   At the beginning of 2001, the Company adopted FAS No. 133,
   "Accounting for Derivative Instruments and Hedging Activities."  This
   statement requires companies to record derivatives on the balance
   sheet as assets or liabilities, measured at fair value.  Any changes
   in fair value of these instruments are recorded in the income
   statement or other comprehensive income.  The impact of adopting FAS
   No. 133 on January 1, 2001 resulted in a cumulative after-tax gain of
   approximately $13.0 million, recorded in accumulated other
   comprehensive income.  The cumulative effect of adopting FAS No. 133
   did not materially impact the results of operations.

   The Company has limited involvement with derivative financial
   instruments and does not use them for trading purposes.  Derivative
   financial instruments are used to manage certain interest rate and
   foreign currency risks.  These instruments include interest rate
   swaps, long-term cross currency interest rate swaps, and short-term
   forward exchange contracts.

   The Company entered into several interest rate swap agreements,
   designated as cash flow hedging relationships, as a means to mitigate
   the risk of rising interest rates in future periods by converting
   certain floating rate debt instruments into fixed rate debt.  Gains
   and losses on these instruments, to the extent that the hedge
   relationship has been effective, are deferred in other comprehensive
   income and recognized in interest expense over the period in which
   the Company recognizes interest expense on the related debt
   instrument.  Any ineffectiveness on these instruments is immediately
   recognized in interest expense in the period that the ineffectiveness
   occurs.  During 2001 the ineffectiveness related to these instruments
   was insignificant.  The maximum length of time over which the Company
   is hedging its interest rate exposure through the use of interest
   rate swap agreements is seven years, and the Company expects
   approximately $10.9 million of losses, net of tax, deferred in other
   comprehensive income to be recognized in earnings over the 12 months
   ended December 31, 2002.  At December 31, 2001, the Company had
   interest rate swaps with an outstanding notional principal amount of
   $372.0 million, with accrued interest payable of $1.6 million.

   The Company utilizes forward exchange contracts to manage foreign
   exchange risk related to both known and anticipated intercompany
   transactions and third-party commercial transaction exposures of one
   year duration or less.  The Company also utilizes long-term cross
   currency interest rate swaps to hedge long-term intercompany
   transactions.  The maturities on these long-term cross currency
   interest rate swaps range from three to five years.  At December 31,
   2001, the Company had long-term cross currency interest rate swaps


                                     78


   with an outstanding notional principal amount of $337.3 million, with
   accrued interest receivable of $2.9 million.

   Gains and losses related to qualifying forward exchange contracts,
   which hedge intercompany transactions or third-party commercial
   transactions, are deferred in other comprehensive income with a
   corresponding asset or liability until the underlying transaction
   occurs and are considered to have a cash flow hedging relationship. 
   The gains and losses reported in accumulated other comprehensive
   income will be reclassified to earnings upon completion of the
   underlying transaction being hedged.  The net loss recognized in 2001
   for matured cash flow forward exchange contracts was $1.0 million,
   which was recognized in the income statement. The Company estimates
   $0.6 million of losses, net of tax, deferred in accumulated other
   comprehensive income will be recognized in earnings over the 12
   months ending December 31, 2002.

   Derivative instruments used to hedge intercompany loans are marked to
   market with the corresponding gains or losses included in accumulated
   other comprehensive income and are considered to have a fair value
   hedging relationship.  The net gain recognized in 2001 for forward
   exchange contracts and cross currency interest rate swaps was $2.2
   million, which was recognized as part of interest income on the
   income statement.  

   The following table summarizes the Company's short-term forward
   exchange contracts and long-term cross currency interest rate swaps
   in U.S. dollars by major currency and contractual amount. The "buy"
   amounts represent the U.S. equivalent of commitments to purchase
   foreign currencies, and the "sell" amounts represent the U.S.
   equivalent of commitments to sell foreign currencies according to the
   local needs of the subsidiaries. The contractual amounts of
   significant short-term forward exchange contracts and long-term cross
   currency interest rate swaps and their fair values as of December 31,
   2001 were as follows:

    December 31,                         2001                2000
                                         ----                ----
    (IN MILLIONS)
                                     Buy      Sell      Buy       Sell
                                     ---      ----      ---       ----
    British Pounds                 $174.9    $178.2      $1.6    $165.2
    Canadian Dollars                207.8      31.6     149.4      24.0
    Euro                             43.7     232.2       0.2     350.2
    Other                            23.9       9.8       -         8.6
                                    -----     -----     -----     -----
                                   $450.3    $451.8    $151.2    $548.0
                                    =====     =====     =====     =====
    Fair Value recorded in the
      Consolidated Balance Sheet   $440.0    $448.2    $146.9    $508.4
                                    =====     =====     =====     =====


                                     79


   The Company's short-term forward exchange contracts and long-term
   cross currency interest rate swaps do not subject the Company to risk
   due to foreign exchange rate movement, since gains and losses on
   these instruments generally offset gains and losses on the assets,
   liabilities, and other transactions being hedged.  The Company does
   not obtain collateral or other security to support derivative
   financial instruments subject to credit risk, but monitors the credit
   standing of the counterparties.













































                                     80


   FOOTNOTE 8
   ----------

   LEASES

   The Company leases manufacturing and warehouse facilities, real
   estate, transportation, data processing and other equipment under
   leases which expire at various dates through the year 2013. Rent
   expense was $112.0 million, $102.9 million and $91.9 million in 2001,
   2000 and 1999, respectively. Future minimum rental payments for
   operating leases with initial or remaining terms in excess of one
   year are as follows:

    Year ending December 31,      Minimum Payments
                                  ----------------
    (IN MILLIONS)
    2002                                $56.6
    2003                                 40.3
    2004                                 28.6
    2005                                 18.5
    2006                                 12.2
    Thereafter                           24.1
                                        -----
                                       $180.3
                                        =====



























                                     81


   FOOTNOTE 9
   ----------

   EMPLOYEE BENEFIT AND RETIREMENT PLANS

   As of December 31, 2001, the Company continued to maintain various
   deferred compensation plans with varying terms.  The total liability
   associated with these plans was $52.3 million, $49.2 million and
   $49.6 million as of December 31, 2001, 2000 and 1999, respectively. 
   These liabilities are included in Other Noncurrent Liabilities in the
   Consolidated Balance Sheet. These plans are partially funded with
   asset balances of $41.9 million, $39.6 million and $37.6 million as
   of December 31, 2001, 2000 and 1999, respectively.  These assets are
   included in Other Noncurrent Assets in the Consolidated Balance
   Sheet. 

   Effective January 1, 2002, the Company adopted a deferred
   compensation plan pursuant to which certain management and highly
   compensated employees are eligible to defer up to 50% of their
   regular compensation and up to 100% of their bonuses, and nonemployee
   board members are eligible to defer up to 100% of their directors
   compensation.  The compensation deferred under this plan along with
   earnings is fully vested at all times.  

   The Company has a Supplemental Executive Retirement Plan ("SERP"),
   which is a nonqualified defined benefit plan pursuant to which the
   Company will pay supplemental pension benefits to certain key
   employees upon retirement based upon the employees' years of service
   and compensation.  The SERP is being funded through a trust agreement
   with the Northern Trust Company, as trustee, that owns life insurance
   policies on key employees.  At December 31, 2001, 2000 and 1999, the
   life insurance contracts had a cash surrender value of $56.0 million,
   $44.1 million and $30.0 million, respectively.  These assets are
   included in Other Noncurrent Assets in the Consolidated Balance
   Sheet.  The amount of coverage is designed to provide sufficient
   reserves to cover all costs of the plan.  The projected benefit
   obligation was $59.8 million, $57.1 million and $44.8 million at
   December 31, 2001, 2000 and 1999, respectively.  The SERP liabilities
   are included in the pension table below; however, the Company's
   investment in the life insurance contracts are excluded from the
   table as they do not qualify as plan assets under FAS No. 87,
   Employers' Accounting for Pensions.  

   The Company and its subsidiaries have noncontributory pension, profit
   sharing and contributory 401(k) plans covering substantially all of
   their 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, as amended, the Internal Revenue Code of 1986, as amended or
   local statutes to assure that plan assets will be adequate to provide
   retirement benefits. The Company's common stock comprised $56.6

                                     82


   million, $46.7 million and $48.7 million of noncontributory pension
   plan assets at December 31, 2001, 2000 and 1999, respectively. 

   The Company's matching contributions to the profit sharing plans were
   $15.4 million, $14.5 million and $12.3 million for the years ended
   December 31, 2001, 2000 and 1999, respectively.  

   In addition, several of the Company's subsidiaries currently provide
   retiree health care and life insurance benefits for certain employee
   groups.

   The following provides a reconciliation of benefit obligations, plan
   assets and funded status of the Company's noncontributory pension
   plans, SERP and postretirement benefit plans within the guidelines of
   FAS No. 132:


<TABLE>
<CAPTION>

                                                                                                     Other
                                                          Pension Benefits                   Postretirement Benefits
                                                   ------------------------------        ------------------------------
      December 31,                                 2001         2000         1999        2001         2000         1999
                                                   ----         ----         ----        ----         ----         ----
      <s>                                          <c>          <c>         <c>          <c>         <c>          <c>
      (IN MILLIONS)
      Change in benefit obligation:
      Benefit obligation at 
        January 1                                  $740.9       $709.1       $691.1       $166.7      $196.3       $184.0
      Service cost                                   38.9         29.0         25.4          3.3         3.6          3.5
      Interest cost                                  54.9         48.9         50.1         12.5        12.9         12.6
      Amendments                                     (1.2)         3.8          6.5          -           -           (0.5)

      Actuarial (gain) loss                         (15.9)        (0.7)       (59.6)        50.8       (31.4)        11.9
      Acquisitions                                   79.8          -           50.4          -           -            1.7
      Currency translation                           (4.1)        (2.2)       ( 5.0)         -           -            -
      Benefits paid from plan assets                (46.6)       (47.0)       (49.8)       (20.7)      (14.7)       (16.9)
                                                    -----        -----        -----        -----       -----        -----
      Benefit obligation at 
        December 31                                $846.7       $740.9       $709.1       $212.6      $166.7       $196.3
                                                    =====        =====        =====        =====       =====        =====

      Change in plan assets:
      Fair value of plan assets at
        January 1                                  $888.3       $858.6       $713.8       $  -        $  -         $  -
      Actual return on plan assets                 (176.0)        76.4        119.5          -           -            -
      Acquisitions                                   83.8          -           62.3          -           -            -
      Contributions                                   7.6          3.1         11.6         20.7        14.7         16.9
      Currency translation                           (0.6)        (2.8)         1.2          -           -            -
      Benefits paid from plan assets                (46.6)       (47.0)       (49.8)       (20.7)      (14.7)       (16.9)
                                                   ------       ------       ------       ------      ------       ------
      Fair value of plan assets
        at December 31                             $756.5       $888.3       $858.6       $  -        $  -         $  -
                                                    -----        -----        -----        -----       -----        -----



                                                               83


      Funded Status:
      Funded status at December 31                 $(90.2)      $147.4       $149.5      $(212.6)    $(166.7)     $(196.3)
      Unrecognized net loss (gain)                  142.8       (110.7)      (118.9)        13.7       (38.6)        (8.0)
      Unrecognized prior service cost                 2.7          3.4         (0.9)         -           -           (0.2)
      Unrecognized net asset                         (1.1)        (2.2)        (3.3)         -           -            -
                                                    -----        -----        -----        -----       -----        -----
      Net amount recognized                        $ 54.2       $ 37.9       $ 26.4      $(198.9)    $(205.3)     $(204.5)
                                                    =====        =====        =====        =====       =====        =====

      Amounts recognized in the 
        Consolidated Balance Sheets:

      Prepaid benefit cost (1)                     $142.0       $110.0       $102.9         $-          $-           $-
      Accrued benefit cost (2)                      (98.6)       (78.2)      ( 80.9)      (198.9)     (205.3)      (204.5)
      Intangible asset (1)                            3.5          6.1          4.4          _           _            _
      Accumulated other
        comprehensive loss                            7.3          -            -            -           -            -
                                                    -----        -----        -----        -----       -----        -----
      Net amount recognized                         $54.2        $37.9        $26.4      $(198.9)    $(205.3)     $(204.5)
                                                    =====        =====        =====        =====       =====        =====

      Assumptions as of December 31:
      Discount rate                                   7.25%        7.5%         7.5%         7.25%       7.5%         7.5%
      Long-term rate of return on 
        plan assets                                  10.0%        10.0%        10.0%         -           -            -
      Long-term rate of compensation 
      Long-term rate of compensation increase         5.0%         5.0%         5.0%         -           -            -
      Health care cost trend rate                     -            -            -            6.0%        6.0%      7.0-9.0%

</TABLE>


   (1) Recorded in Other Noncurrent Assets
   (2) Recorded in Other Noncurrent Liabilities





















                                     84


   Net pension (income) expenses and other postretirement benefit
   expenses include the following components:

<TABLE>
<CAPTION>
                                                                                        
                                                           Pension Benefits                Other Postretirement Benefits
                                                    ------------------------------         -----------------------------
       Year Ended December 31,                      2001         2000         1999         2001        2000         1999
                                                    ----         ----         ----         ----        ----         ----
       <s>                                          <c>         <c>          <c>           <c>         <c>          <c>
       (IN MILLIONS)
       Service cost-benefits earned 
         during the year                            $33.2        $29.2        $30.9        $ 3.3       $ 3.6        $ 3.5
       Interest cost on projected
         benefit  obligation                         53.7         49.5         50.9         12.5        12.9         12.6
       Expected return on plan assets               (87.1)       (82.8)       (76.7)         -           -            -
       Amortization of:
         Transition asset                            (1.4)        (1.9)        (1.2)        (1.5)       (1.1)        (0.2)
         Prior service cost recognized               (1.1)        (0.5)        (0.4)         -           -            -
       Actuarial (gain) loss                         (0.3)        (1.3)         0.8          -           -            -
                                                     ----         ----         ----         ----        ----         ----
       Net pension (income) expense                 $(3.0)       $(7.8)        $4.3       $14.3        $15.4        $15.9
                                                     ====         ====         ====         ====        ====         ====
</TABLE>


   The projected benefit obligation, accumulated benefit obligation and
   fair value of plan assets for the pension plans with accumulated
   benefit obligations in excess of plan assets are as follows:

    December 31,                      2001      2000      1999
                                      ----      ----      ----
    (IN MILLIONS)
    Projected benefit
      obligation                    $(443.0)   $103.7    $145.2
    Accumulated benefit
      obligation                     (404.1)     85.3     131.0
    Fair value of plan assets         307.0       -        50.8

   Assumed health care cost trends have been used in the valuation of
   postretirement benefits. The trend rate is 6% in 2001, but will
   increase to 10% (for retirees under age 65) and 12% (for retirees
   over age 65) in 2002, declining to 6% for all retirees in 2009 and
   thereafter.  The Company increased the medical care cost trend due to
   significant increases in actual medical costs.

   The health care cost trend rate significantly affects the reported
   postretirement benefit costs and obligations. A one percentage point
   change in the assumed rate would have the following effects:

                                  1% Increase    1% Decrease
                                  -----------    -----------
    (IN MILLIONS)
    Effect on total of
      service and interest 
      cost components                 $1.8          $(1.6)
    Effect on postretirement
      benefit obligations             17.5          (16.1)

                                     85


   FOOTNOTE 10
   -----------

   STOCKHOLDERS' EQUITY

   At December 31, 2001, the Company's common stock consists of 800.0
   million authorized shares with a par value of $1.00 per share.  

   On February 7, 2000, the Company announced a stock repurchase program
   of up to $500.0 million of the Company's outstanding common stock.
   During 2000, the Company repurchased 15.5 million shares of its
   common stock at an average price of $26.00 per share, for a total
   cash price of $403.0 million under the program. The repurchase
   program remained in effect until December 31, 2000 and was financed
   through the use of working capital and commercial paper.

   Each share of common stock includes a stock purchase right (a
   "Right"). Each Right will entitle the holder, until the earlier of
   October 31, 2008 or the redemption of the Rights, to buy the number
   of shares of common stock having a market value of two times the
   exercise price of $200.00, subject to adjustment under certain
   circumstances. The Rights will be exercisable only if a person or
   group acquires 15% or more of voting power of the Company or
   announces a tender offer after which it would hold 15% or more of the
   Company's voting power. The Rights held by the 15% stockholder would
   not be exercisable in this situation.

   Furthermore, if, following the acquisition by a person or group of
   15% or more of the Company's voting stock, the Company was acquired
   in a merger or other business combination or 50% or more of its
   assets were sold, each Right (other than Rights held by the 15%
   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 $0.001 per Right prior to the
   occurrence of an event that causes the Rights to become exercisable
   for common stock.














                                     86


   FOOTNOTE 11
   -----------

   STOCK OPTIONS

   The Company's stock option plans are accounted for under APB Opinion
   No. 25. As a result, the Company grants fixed stock options under
   which no compensation cost is recognized. Had compensation cost for
   the plans been determined consistent with FAS No. 123, the Company's
   net income and earnings per share would have been reduced to the
   following pro forma amounts:

    Year Ended December 31,              2001        2000       1999
                                         ----        ----       ----
    (In millions, except per share data)
    Net income:
      As reported                        $264.6     $421.6      $95.4
      Pro forma                           249.1      410.5       88.2
    Diluted earnings per share:
      As reported                          $0.99      $1.57      $0.34
      Pro forma                             0.93       1.53       0.31

   Because the FAS No. 123 method of accounting has not been applied to
   options granted prior to January 1, 1995, the resulting pro forma
   compensation cost may not be representative of that to be expected in
   future years.

   The Company has authorized 16.1 million shares of common stock to be
   issued under various stock option plans.  As of January 1, 2001,
   under the Company's primary 1993 Stock Option Plan, the Company could
   grant options for up to 13.3 million shares, of which the Company has
   granted 12.0 million options and canceled 2.4 million options through
   December 31, 2001. Under this plan, the option exercise price equals
   the common stock's closing price on the date of the grant, and
   options vest over a five-year period and expire ten years from the
   date of grant. 

   The following summarizes the changes in the number of shares of
   common stock under option, including options to acquire common stock
   resulting from the conversion of options under pre-merger Rubbermaid
   option plans:











                                     87


                                                               Weighted
                                                               Average
                                                               Exercise
    2001                                           Shares       Price
    ----                                           ------       -----
    Outstanding at beginning of year             8,045,499       $32
    Granted                                      4,366,750        25
    Exercised                                     (201,744)       19
    Canceled                                    (2,297,144)       33
                                                ----------
    Outstanding at end of year                   9,913,361        29
                                                ==========
    Exercisable at end of year                   2,928,507        33
    Weighted average fair value of options
      granted during the year                           $7

   Options Outstanding at December 31, 2001:


<TABLE>
<CAPTION>
          
            Range of                                                                                 Weighted Average
            Exercise                                                   Weighted Average                 Remaining
             Prices                      Number Outstanding             Exercise Price               Contractual Life
             ------                      ------------------             --------------               ----------------
      <s>                                      <c>                           <c> 
       $16.00 - $24.99                         3,123,007                     $23                            8
       $25.00 - $34.99                         5,002,780                      29                            8
       $35.00 - $44.99                         1,648,974                      41                            7
       $45.00 - $50.00                           138,600                      48                            7
                                               ---------
       $16.00 - $50.00                         9,913,361                      29                            8
                                               =========
</TABLE>























                                     88


   Options Exercisable at December 31, 2001:

            Range of                                     Weighted
            Exercise                     Number           Average
            Prices                     Exercisable     Exercise Price
            ------                     -----------     --------------
       $16.00 - $24.99                    341,757            $20
       $25.00 - $34.99                  1,523,968             30
       $35.00 - $44.99                    985,622             40
       $45.00 - $50.00                     77,160             48
                                        ---------
       $16.00 - $50.00                  2,928,507             33
                                        =========

                                                         Weighted
                                                          Average
    2000                                    Shares     Exercise Price
    ----                                    ------     --------------
    Outstanding at beginning of year     5,819,824           $35
    Granted                              3,485,263            28
    Exercised                              (97,005)           17
    Canceled                            (1,162,583)           36
                                         ---------
    Outstanding at end of year           8,045,499            32
                                         =========
    Exercisable at end of year           3,215,464            33
    Weighted average fair value of
      options granted during the year           $9

                                                         Weighted
                                                          Average
    1999                                    Shares     Exercise Price
    ----                                    ------     --------------
    Outstanding at beginning of year     4,353,147           $32
    Granted                              2,498,980            39
    Exercised                             (842,288)           30
    Canceled                              (190,015)           35
                                         ---------
    Outstanding at end of year           5,819,824            35
                                         =========
    Exercisable at end of year           2,622,352            30
    Weighted average fair value of
      options granted during the year          $15

   The fair value of each option grant is estimated on the date of grant
   using the Black-Scholes option pricing model with the following
   assumptions used for grants in 2001, 2000 and 1999, respectively:
   risk-free interest rate of 5.1%, 6.5% and 6.6%; expected dividend
   yields of 3.0%, 3.0% and 2.0%; expected lives of 9.0, 9.0 and 9.0
   years; and expected volatility of 28%, 28% and 25%.


                                     89



   FOOTNOTE 12
   -----------

   INCOME TAXES

   The provision for income taxes consists of the following:

    Year Ended December 31,               2001        2000       1999
                                          ----        ----       ----
    (IN MILLIONS)
    Current:
    Federal                               $90.8      $154.8     $120.6
    State                                  11.6        14.9        6.3
    Foreign                                23.3        34.4       18.2
                                          -----       -----      -----
                                          125.7       204.1      145.1
    Deferred                               25.5        59.8       (9.6)
                                          -----       -----      -----
                                         $151.2      $263.9     $135.5
                                          =====       =====      =====


   The non-U.S. component of income before income taxes was $69.9
   million in 2001, $84.7 million in 2000 and $56.3 million in 1999.

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

    December 31,                          2001        2000       1999
                                          ----        ----       ----
    (IN MILLIONS)
    Deferred tax assets:
    Accruals not currently deductible     $173.5      $158.7     $198.0
    for tax purposes
    Postretirement liabilities              76.2        81.8       80.5
    Inventory reserves                      48.3        42.2       28.4
    Self-insurance liability                36.1        32.1       29.5
    Foreign net operating losses           109.2        70.6       26.6
    Amortizable intangibles                  -           9.6       27.2
    Other                                   12.2         -          6.0
                                           -----       -----      -----
                                           455.5       395.0      396.2
                                           -----       -----      -----

    Deferred tax liabilities:
    Accelerated depreciation              (135.4)     (139.6)    (157.5)
    Prepaid pension asset                  (42.0)      (38.8)     (33.7)
    Amortizable intangibles                 (9.2)        -          -
    Other                                  (18.8)      (24.7)     (16.2)
                                           -----       -----      -----
                                          (205.4)     (203.1)    (207.4)
                                           -----       -----      -----


                                     90



    Net deferred tax asset                $250.1      $191.9     $188.8
    Valuation allowance                    (85.3)      (53.2)     (23.9)
                                           -----       -----      -----
    Net deferred tax asset after
      valuation allowance                 $164.8      $138.7     $164.9
                                           =====       =====      =====


   At December 31, 2001, the Company had the following net operating
   loss ("NOL") carryovers:

                           Tax Benefit
                             of NOL      Valuation
    Country                 Carryover    Allowance       Expiration
    -------                 ---------    ---------       ----------
    (IN MILLIONS)

    France                     $37.1      $31.2       2005-2007
    Germany                     20.1       12.1       No expiration
    Luxembourg                   6.2        6.2       No expiration
    Netherlands                  6.6        4.3       No expiration
    United Kingdom              26.8       21.7       No expiration
    Other                       12.4        9.8       No expiration
                               -----       ----
                              $109.2      $85.3
                               =====       ====

   The Company generated losses in certain jurisdictions and legal
   entities for which management believes it is unlikely that such
   benefits will be realized and, therefore, provided a valuation
   allowance against such benefits.  Approximately $17.4 million of the
   total net operating loss benefits relate to the acquisition of the
   Gillette Stationery Products Group in 2000.  To the extent that these
   losses are utilized in the future, such benefits will reduce goodwill
   associated with this acquisition.

   The net deferred tax asset is classified in the Consolidated Balance
   Sheets as follows:

    December 31,                          2001        2000       1999
                                          ----        ----       ----
    (IN MILLIONS)
    Current net deferred income         $238.5      $231.9     $250.6
      tax asset
    Noncurrent deferred income           (73.7)      (93.2)     (85.7)
      tax liability                      -----       -----      -----

                                        $164.8      $138.7     $164.9
                                         =====       =====      =====



                                     91


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

    Year Ended December 31,               2001        2000       1999
                                          ----        ----       ----
    (IN PERCENT)
    Statutory rate                        35.0%       35.0%      35.0%
    Add (deduct) effect of:
    State income taxes, net of
      federal income tax effect            2.8         2.2        2.7
    Nondeductible trade names and                                 4.2 
      goodwill amortization                3.4         1.3
    Nondeductible transaction costs        -           -         19.7
    Foreign tax credit                    (3.3)        (.5)       -
    Foreign rate differential              5.1          .7        (.6)

    Federal, state and foreign audit
      settlements and other               (6.6)        (.2)      (2.3)
                                          ----        ----       ----
    Effective rate                        36.4%       38.5%      58.7%
                                          ====        ====       ====

   No U.S. deferred taxes have been provided on the undistributed non-
   U.S. subsidiary earnings which are considered to be permanently
   invested. At December 31, 2001, the estimated amount of total
   unremitted non-U.S. subsidiary earnings is 
   $72.7 million.


























                                     92



   FOOTNOTE 13
   -----------

   OTHER NONOPERATING EXPENSES (INCOME) 

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

    Year Ended December 31,               2001        2000       1999
                                          ----        ----       ----
    (IN MILLIONS)
    Minority interest in income of
      subsidiary trust (2)               $26.7       $26.7      $26.8
    Equity earnings (1)                   (7.2)       (8.0)      (8.1)
    Loss on sales of marketable
      equity securities                    5.0         -          1.1
    Gain on sale of business              (5.0)        -          -
    Interest income                       (3.9)       (5.5)      (9.9)
    Currency transaction losses            1.9         1.9        1.1
    Dividend income                       (0.1)       (0.1)      (0.3)
    Other                                  0.1         1.2        1.9
                                          ----        ----       ----
                                         $17.5       $16.2      $12.6
                                          ====        ====       ====


   (1)  Primarily relates to the Company's investment in American Tool
        Companies, Inc., in which the Company has a 49% interest.
   (2)  Expense from Convertible Preferred Securities (see Footnote 6).























                                     93


   FOOTNOTE 14
   -----------

   INDUSTRY SEGMENT INFORMATION

   On April 2, 2001, the Company announced the realignment of its
   operating segment structure.  This realignment reflects the Company's
   focus on building large consumer brands, promoting organizational
   integration and operating efficiencies and aligning the businesses
   with the Company's key account strategy.  The five new segments have
   been named for leading worldwide brands in the Company's product
   portfolio.  The realignment streamlines what had previously been six
   operating segments.  Based on this management structure, the
   Company's segment results are as follows (IN MILLIONS):

                                           2001       2000        1999
                                           ----       ----        ----
    Net Sales (1) (2)
    -----------------
    Year Ended December 31,
    Rubbermaid                           $1,819.3   $1,946.5   $2,004.3
    Parker/Eldon                          1,673.5    1,288.0    1,218.0
    Levolor/Hardware                      1,382.6    1,455.0    1,400.6
    Calphalon/WearEver                    1,161.7    1,246.9    1,186.0
    Little Tikes/Graco                      872.2      998.3      902.9
                                          -------    -------    -------
                                         $6,909.3   $6,934.7   $6,711.8
                                         ========    =======   ========


    Operating Income (3) 
    --------------------
    Year Ended December 31,
    Rubbermaid                             $169.2     $210.1      $70.9
    Parker/Eldon                            268.4      249.3      218.3
    Levolor/Hardware                        126.5      207.2      204.6
    Calphalon/WearEver                      120.1      172.9      201.3
    Little Tikes/Graco                       41.6      117.2       28.4
    Corporate                               (84.4)     (76.4)    (133.5)
                                            -----      -----      -----
                                            641.4      880.3      590.0
    Restructuring Costs (4)                 (70.5)     (48.6)    (246.4)
                                            -----      -----      -----
                                           $570.9     $831.7     $343.6
                                            =====      =====      =====




                                     94


    Identifiable Assets
    -------------------
    December 31,
    Rubbermaid                           $1,094.6   $1,185.2   $1,177.1
    Parker/Eldon                          1,145.3    1,050.9      720.9
    Levolor/Hardware                        790.8      775.9      831.8
    Calphalon/WearEver                      787.4      849.3      825.9
    Little Tikes/Graco                      528.2      537.5      488.6
    Corporate (5)                         2,919.8    2,863.0    2,679.8
                                          -------    -------    -------
                                         $7,266.1   $7,261.8   $6,724.1
                                          =======    =======    =======

    Capital Expenditures
    --------------------
    Year Ended December 31,
    Rubbermaid                              $76.3     $144.1      $86.6
    Parker/Eldon                             48.2       42.2       24.9
    Levolor/Hardware                         26.6       16.0       18.1
    Calphalon/WearEver                       34.7       43.9       47.8
    Little Tikes/Graco                       38.8       48.2       17.7
    Corporate                                25.2       22.2        5.0
                                            -----      -----      -----
                                           $249.8     $316.6     $200.1
                                            =====      =====      =====

    Depreciation and Amortization
    -----------------------------
    Year Ended December 31,
    Rubbermaid                              $92.1      $81.1      $90.3
    Parker/Eldon                             54.5       34.0       35.7
    Levolor/Hardware                         29.3       24.3       22.4
    Calphalon/WearEver                       40.7       44.7       37.2
    Little Tikes/Graco                       32.6       30.7       29.2
    Corporate                                79.6       77.8       56.9
                                            -----      -----      -----
                                           $328.8     $292.6     $271.7
                                            =====      =====      =====

   GEOGRAPHIC AREA INFORMATION

                                           2001       2000        1999
                                           ----       ----        ----
    Net Sales
    ---------
    Year Ended December 31,
    United States                        $5,040.6   $5,191.5   $5,135.4
    Canada                                  299.5      308.9      275.6
                                          -------    -------    -------
      North America                       5,340.1    5,500.4    5,411.0
    Europe                                1,215.4    1,112.5    1,015.3
    Central and South America (6)           263.4      289.0      253.8
    All other                                90.4       32.8       31.7
                                          -------    -------    -------
                                         $6,909.3   $6,934.7   $6,711.8
                                          =======    =======    =======

                                     95



    Operating Income
    ----------------
    Year Ended December 31,
    United States                          $455.7     $643.4     $276.6
    Canada                                   39.1       54.5       22.6
                                            -----      -----      -----
      North America                         494.8      697.9      299.2
    Europe                                   47.4       77.2        4.5
    Central and South America                17.9       53.2       43.6
    All other                                10.8        3.4       (3.7)
                                            -----      -----      -----
                                           $570.9     $831.7     $343.6
                                            =====      =====      =====

    Identifiable Assets (7)
    -----------------------
    December 31,
    United States                        $5,067.8   $5,048.8   $4,813.3
    Canada                                  118.0      139.9      157.1
                                          -------    -------    -------
      North America                       5,185.8    5,188.7    4,970.4
    Europe                                1,737.0    1,746.4    1,459.8
    Central and South America               295.7      290.2      273.2
    All other                                47.6       36.5       20.7
                                          -------    -------    -------
                                         $7,266.1   $7,261.8   $6,724.1
                                          =======    =======    =======


   (1)  Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
        approximately 15% of consolidated net sales in 2001, 2000 and
        1999. Sales to no other customer exceeded 10% of consolidated
        net sales for any year.
   (2)  All intercompany transactions have been eliminated.
   (3)  Operating income is net sales less cost of products sold and
        selling, general and administrative expenses. Certain
        headquarters expenses of an operational nature are allocated to
        business segments and geographic areas primarily on a net sales
        basis. Trade names and goodwill amortization is considered a
        corporate expense and not allocated to business segments.
   (4)  Restructuring costs are recorded as both Restructuring Costs and
        as part of Cost of Products Sold in the Consolidated Statements
        of Income (refer to Footnote 3 for additional detail.)
   (5)  Corporate assets primarily include trade names and goodwill,
        equity investments and deferred tax assets.
   (6)  Includes Argentina, Brazil, Colombia, Mexico and Venezuela.
   (7)  Transfers of finished goods between geographic areas are not
        significant.


                                     96


   FOOTNOTE 15
   -----------

   LITIGATION

   The Company is involved in legal proceedings in the ordinary course
   of its business.  These proceedings include claims for damages
   arising out of use of the Company's products, allegations of
   infringement of intellectual property, commercial disputes and
   employment matters as well as the environmental matters described
   below.  Some of the legal proceedings include claims for punitive as
   well as compensatory damages, and a few proceedings purport to be
   class actions.

   As of December 31, 2001, the Company was involved in various matters
   concerning federal and state environmental laws and regulations,
   including matters in which the Company has been identified by the
   U.S. Environmental Protection Agency and certain state environmental
   agencies as a potentially responsible party ("PRP") at contaminated
   sites under the Federal Comprehensive Environmental Response,
   Compensation and Liability Act ("CERCLA") and equivalent state laws. 

   In assessing its environmental response 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; the terms of existing cost sharing and other
   applicable agreements; the financial ability of other PRPs to share
   in the payment of requisite costs; the Company's prior experience
   with similar sites; 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 parties' status as
   PRPs is disputed. 

   The Company's estimate of environmental response costs associated
   with these matters as of December 31, 2001 ranged between $14.2
   million and $18.1 million. As of December 31, 2001, the Company had a
   reserve equal to $15.8 million for such environmental response 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, except with respect to two long-term (30
   year) operations and maintenance CERCLA matters which are estimated
   at present value.

   Because of the uncertainties associated with environmental
   investigations and response activities, the possibility that the
   Company could be identified as a PRP at sites identified in the
   future that require the incurrence of environmental response costs
   and the possibility of additional sites as a result of businesses


                                     97


   acquired, actual costs to be incurred by the Company may vary from
   the Company's estimates.

   Although management of the Company cannot predict the ultimate
   outcome of these legal proceedings with certainty, it believes that
   the ultimate resolution of the Company's legal proceedings, including
   any amounts it may be required to pay in excess of amounts reserved,
   will not have a material effect on the Company's Consolidated
   Financial Statements.












































                                     98



   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE
             -----------------------------------------------------------

   None.







































                                 99




                                  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, 2002 ("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 "Section
   16(a) Beneficial Ownership Compliance Reporting," 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 -
   Compensation of Directors," under the captions "Executive Compensation
   - Summary Compensation Table; - Option Grants in 2001; - Option Exercises
   in 2001; - Pension and Retirement Plans; - Employment Security and Other 
   Agreements," and the caption "Executive Compensation Committee Interlocks 
   and Insider Participation," which information is hereby incorporated by 
   reference herein.



   ITEM 12.  SECURITY OWNERSHIP 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.




                                     100



   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             ----------------------------------------------

   Not applicable.

















































                                     101



                                   PART IV


   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
             REPORTS ON FORM 10-K
             -------------------------------------------

   (a)(1)  The following is a list of the financial statements of Newell
   Rubbermaid Inc. 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,
        2001, 2000 and 1999

        Consolidated Balance Sheets - December 31, 2001, 2000 and 1999

        Consolidated Statements of Cash Flows - Years Ended December 31,
        2001, 2000 and 1999

        Consolidated Statements of Stockholders' Equity - Years Ended
        December 31, 2001, 2000 and 1999

        Footnotes to Consolidated Financial Statements - December 31,
        2001, 2000 and 1999

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

               SCHEDULE II - 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:

             None.










                                     102




                                 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 RUBBERMAID INC.
                                 Registrant

                                 By   /s/  William T. Alldredge
                                    ---------------------------

                                 Date  February 5, 2002

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

        Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below on February 5, 2002 by the
   following persons on behalf of the Registrant and in the capacities
   indicated.


                                  Signature
                                  ---------

                                     Title
                                     -----

    /s/ William P. Sovey             Chairman of the Board and Director
    ------------------------------
    William P. Sovey

    /s/ Joseph Galli, Jr.            President, Chief Executive Officer
    ------------------------------   and Director
    Joseph Galli, Jr.

    /s/ J. Patrick Robinson          Vice President - Corporate
    ------------------------------   Controller and Chief Accounting
    J. Patrick Robinson              Officer

    /s/ William T. Alldredge         President - Corporate Development
    ------------------------------   and Chief Financial Officer
    William T. Alldredge

    /s/ Scott S. Cowen               Director
    ------------------------------
    Scott S. Cowen

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


                                     103



    /s/ Daniel C. Ferguson           Director
    ------------------------------
    Daniel C. Ferguson

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

    /s/ William D. Marohn            Director
    ------------------------------
    William D. Marohn

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

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

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

    /s/ Gordon R. Sullivan           Director
    ------------------------------
    Gordon R. Sullivan
























                                     104



<TABLE>
<CAPTION>
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 ------------------------------------------------


                                                                     
                                    Balance                Charges to
                                      at                      Other                 Balance
                                   Beginning              Accounts (1)                at
        Allowance for Doubtful        of                      (IN         Write-     End of
               Accounts             Period    Provision    THOUSANDS)     offs       Period
     ----------------------------  --------   ---------   ------------    ------    --------
     <s>                            <c>        <c>            <c>        <c>         <c>
     Year ended December 31, 2001   $36,098    $38,924        $1,031     $(18,180)   $57,873  

     Year ended December 31, 2000    41,870      4,821         4,861      (15,454)    36,098  

     Year ended December 31, 1999    34,157     17,928         1,922      (12,137)    41,870  

                                   Balance
                                      at                                            Balance
                                   Beginning               Write-offs                 at
                                      of                      (IN         Other     End of
          Inventory Reserves        Period   Provision     THOUSANDS)     (2)       Period
         -------------------       --------  ----------    ----------     ------    ---------

     Year ended December 31, 2001  $114,601    $64,668      $(63,700)      $1,704   $117,273 

     Year ended December 31, 2000   119,389     45,319       (52,294)       2,187   114,601  

     Year ended December 31, 1999   113,775     75,660       (72,768)       2,722   119,389  



                                                                      
                                    Balance                                       
                                      at                     Costs                  Balance
                                   Reginning                Incurred                 at 
                                      of      Provision      (4) (IN                End of
       Restructuring Reserves       Period       (3)       THOUSANDS)     Other     Period
       -----------------------     --------   ---------    ----------     -----    ---------

     Year ended December 31, 2001  $21,867     $70,459      $(64,080)       -       $28,246

     Year ended December 31, 2000   17,930     48,561      (44,624)        -        21,867

     Year ended December 31, 1999    1,559    246,381      (230,010)       -        17,930

</TABLE>


   (1)  Represents recovery of accounts previously written off and net
        reserves of acquired or divested businesses.
   (2)  Represents net reserves of acquired and divested businesses,
        including provisions for product line rationalization.
   (3)  The restructuring provision is classified as both Restructuring
        Costs and as part of Cost of Products Sold in the Consolidated
        Statements of Income (refer to Footnote 3 for additional detail).
   (4)  Represents costs incurred or charged to restructuring reserves in
        accordance with the restructuring plan.

                                               105


                             (C)  EXHIBIT INDEX


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


    Item 3.    Articles of       3.1     Restated Certificate of
               Incorporation             Incorporation of Newell
               and By-Laws               Rubbermaid Inc., as amended as
                                         of April 5, 2001 (incorporated
                                         by reference to Exhibit 3.1 to
                                         the Company's Quarterly Report
                                         on Form 10-Q for the quarterly
                                         period ended March 31, 2001).

                                 3.2     By-Laws of Newell Rubbermaid
                                         Inc, as amended through
                                         January 5, 2001(incorporated
                                         by reference to Exhibit 3.1 to
                                         the Company's Annual Report on
                                         Form 10-K for the year ended
                                         December 31, 2000 (the "2000
                                         Form 10-K")).


    Item 4     Instruments       4.1     Restated Certificate of
               defining the              Incorporation of Newell
               rights of                 Rubbermaid Inc., as amended as
               security                  of April 5, 2001, is included
               holders,                  in Item 3.1.
               including
               indentures

                                 4.2     By-Laws of Newell Rubbermaid
                                         Inc., as amended through
                                         January 5, 2001, are included
                                         in Item 3.2.

                                 4.3     Rights Agreement dated as of
                                         August 6, 1998, between the
                                         Company and First Chicago
                                         Trust Company of New York, as
                                         Rights Agent (incorporated by
                                         reference to Exhibit 4 to the
                                         Company's Current Report on
                                         Form 8-K dated August 6,
                                         1998).










                                     106



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

                                 4.4     Indenture dated as of April
                                         15, 1992, between the Company
                                         and The Chase Manhattan Bank
                                         (National Association), as
                                         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 quarterly period ended
                                         March 31, 1992 (File No. 001-
                                         09608)).

                                 4.5     Indenture dated as of November
                                         1, 1995, between the Company
                                         and The Chase Manhattan Bank
                                         (National Association), as
                                         Trustee (incorporated by
                                         reference to Exhibit 4.1 to
                                         the Company's Current Report
                                         on Form 8-K dated May 3,
                                         1996).

                                 4.6     Credit Agreement dated as of
                                         June 12, 1995 and amended and
                                         restated as of August 5, 1997,
                                         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 10.17 to the Company's
                                         Quarterly Report on Form 10-Q
                                         for the quarterly period ended
                                         June 30, 1997).

                                 4.7     Junior Convertible
                                         Subordinated Indenture for the
                                         5.25% Convertible Subordinated
                                         Debentures, dated as of
                                         December 12, 1997, among the
                                         Company and The Chase
                                         Manhattan Bank, as Indenture
                                         Trustee (incorporated by
                                         reference to Exhibit 4.3 to
                                         the Company's Registration
                                         Statement on Form S-3, File
                                         No. 333-47261, filed March 3,
                                         1998 (the "1998 Form  S-3").


                                     107


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

                                 4.8     Specimen Common Stock
                                         (incorporated by reference to

                                         Exhibit 4.1 to the Company's
                                         Registration Statement on Form
                                         S-4, File No. 333-71747, filed
                                         February 4, 1999).

                                         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.


    Item 10.   Material         *10.1    Newell Co. Deferred
               Contracts                 Compensation Plan, as amended,
                                         effective August 1, 1980, as
                                         amended and restated effective
                                         January 1, 1997 (incorporated
                                         by reference to Exhibit 10.3
                                         to the Company's Annual Report
                                         on Form 10-K for the year
                                         ended December 31, 1998 (the
                                         "1998 Form 10-K")).

                                *10.2    Newell Rubbermaid Inc. 2002
                                         Deferred Compensation Plan,
                                         effective January 1, 2002.

                                *10.3    Summary of Newell Rubbermaid
                                         Inc. Cash Bonus Plan,
                                         effective January 1, 2002.

                                *10.4    Newell Operating Company's
                                         Restated Supplemental
                                         Retirement Plan for Key
                                         Executives, effective January
                                         1, 1982, as amended effective
                                         January 1, 1999 (incorporated
                                         by reference to Exhibit 10.5
                                         to the Company's 2000 Form 10-
                                         K).

                                *10.5    Form of Employment Security
                                         Agreement with nine executive
                                         officers.






                                     108


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

                                 10.6    Credit Agreement dated as of
                                         June 12, 1995 and amended and
                                         restated as of August 5, 1997,
                                         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, is included in Item
                                         4.6.

                                 10.7    Shareholder's Agreement and
                                         Irrevocable Proxy dated as of
                                         June 21, 1985, among American
                                         Tool Companies, Inc., the
                                         Company, Allen D. Petersen,
                                         Kenneth L. Cheloha, Robert W.
                                         Brady, William L. Kiburz,
                                         Flemming Andresen and Ane C.
                                         Patterson (incorporated by
                                         reference to Exhibit 10.15 to
                                         the Company's Annual Report on
                                         Form 10-K for the year ended
                                         December 31, 1997).

                                *10.8    Newell Rubbermaid Inc. 1993
                                         Stock Option Plan, effective
                                         February 9, 1993, as amended
                                         May 26, 1999 and August 15,
                                         2001 (incorporated by
                                         reference to Exhibit 10.12 to
                                         the Company's Quarterly Report
                                         on Form 10-Q for the quarterly
                                         period ended June 30, 1999 and
                                         Exhibit 10 to the Company's
                                         Quarterly Report on Form 10-Q
                                         for the quarterly period ended
                                         September 30, 2001).

                                 10.9    Amended and Restated Trust
                                         Agreement, dated as of
                                         December 12, 1997, among the
                                         Company, as Depositor, The
                                         Chase Manhattan Bank, as
                                         Property Trustee, Chase
                                         Manhattan Delaware, as
                                         Delaware Trustee, and the
                                         Administrative Trustees
                                         (incorporated by reference to

                                         Exhibit 4.2 to the 1998 Form
                                         S-3).

                                     109


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

                                10.10    Junior Convertible
                                         Subordinated Indenture for the
                                         5.25% Convertible Subordinated
                                         Debentures, dated as of
                                         December 12, 1997, between the
                                         Company and The Chase
                                         Manhattan Bank, as Indenture
                                         Trustee, is included in Item
                                         4.7.

                                *10.11   Newell Rubbermaid Medical Plan
                                         for Executives, as amended and
                                         restated effective January 1,
                                         2000 (incorporated by
                                         reference to Exhibit 10.13 to
                                         the Company's 2000 Form 10-K).


    Item 11.                      11     Statement of Computation of
                                         Earnings per Share of Common
                                         Stock.


    Item 12.                      12     Statement of Computation of
                                         Earnings to Fixed Charges.

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

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

    Item 99.   Additional         99     Safe Harbor Statement.
               Exhibits

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

                                 110





                                                              EXHIBIT 10.2
                                                              ------------


                           NEWELL RUBBERMAID INC.
                       2002 DEFERRED COMPENSATION PLAN

        Newell Rubbermaid Inc. hereby establishes, effective as of
   January 1, 2002, the Newell Rubbermaid Inc. 2002 Deferred Compensation
   Plan on the terms and conditions hereinafter set forth.  Such Plan
   provides certain eligible employees and directors with the opportunity
   to defer portions of their base salary, bonus payments and director
   fees in accordance with the provisions of the Plan.

                                  SECTION I
                                 DEFINITIONS
                             -------------------

        For the purposes hereof, the following words and phrases shall
   have the meanings set forth below, unless their context clearly
   requires a different meaning:

        1.1  "Account" means the bookkeeping account maintained by the
   Committee on behalf of each Participant pursuant to Section 2.4.  The
   sum of each Participant's Sub-Accounts, in the aggregate, shall
   constitute his Account.

        1.2  "Affiliate" means any corporation, joint venture,
   partnership, unincorporated association or other entity that is
   affiliated, directly or indirectly, with the Company and which is
   designated by the Committee from time to time.

        1.3  "Base Salary" means the annual base rate of cash
   compensation (which, in the case of a Participant who is a Director,
   shall include his
 annual director's fees or other similar amounts
   payable in cash) payable by the Company and/or by any Affiliate to a
   Participant.

        1.4  "Beneficiary" or "Beneficiaries" means the person or
   persons, including one or more trusts, designated by a Participant in
   accordance with the Plan to receive payment of the remaining balance
   of the Participant's Account in the event of the death of the
   Participant prior to the Participant's receipt of the entire amount
   credited to his Account.

        1.5  "Board" means the Board of Directors of the Company.

        1.6  "Bonus" means cash incentive compensation payable pursuant
   to a bonus or other incentive compensation plan, whether such plan is
   now in effect or hereafter established by the Company, which the
   Committee may designate from time to time.

        1.7  "Change in Control" means the occurrence of any of the
   following events without the prior written approval of a majority of
   the entire Board as it exists immediately prior to such event;
   provided that, in the case of an event described in (i) or (iii)
   below, such approval occurs before the time of such event and, in the
   case of an event described in (ii) below, such approval occurs prior


   to the time that any other party to the event described in (ii) (or
   any affiliate or associate thereof) acquires 20% or more of the Voting
   Power:

             (i)  The acquisition by an entity, person or group
        (including all affiliates or associates of such entity, person or
        group) of beneficial ownership, as that term is defined in Rule
        13d-3 under the Securities Exchange Act of 1934, of capital stock
        of the Company entitled to exercise more than 50% of the
        outstanding voting power of all capital stock of the Company
        entitled to vote in elections of directors ("Voting Power");

             (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 Power of the Company
        immediately prior to such merger or consolidation (other than the
        surviving or resulting corporation or any affiliate or associate
        thereof) hold less than 50% of the Voting Power of the surviving
        or resulting corporation, or (B) a transfer of a majority of the
        Voting Power, or a Substantial Portion of the Property, of the
        Company other than to an entity of which the Company owns at
        least 50% of the Voting Power; or

             (iii)     The election to the Board of the Company, of
        directors constituting a majority of the number of directors of
        the Company then in the office.

   For this purpose, "Substantial Portion of the Property of the Company"
   shall mean 75% of the aggregate book value of the assets of the
   Company and its affiliates and associates as set forth on the most
   recent balance sheet of the Company, prepared on a consolidated basis,
   by its regularly employed, independent, certified public accountants.

        1.8  "Committee" means the committee appointed to administer the
   Plan. Unless and until otherwise specified, the Committee under the
   Plan shall be the Company's Benefit Plans Administrative Committee.

        1.9  "Company" means Newell Rubbermaid Inc. and its successors,
   including, without limitation, the surviving corporation resulting
   from any merger or consolidation of Newell Rubbermaid Inc. with any
   other corporation or corporations.

        1.10 "Director" means a member of the Board.

        1.11 "Disability" has the meaning given to such term in the
   long-term disability plan of the Company or Affiliate, as applicable
   to any Participant, or if no such plan exists, as determined by the
   Committee.

        1.12 "Election Agreement" means a Participant's agreement, on a
   form provided by the Committee, to defer his Base Salary and/or Bonus.


                                      2


        1.13 "Eligible Employee" means an employee of the Company or an
   Affiliate who is, as determined by the Committee, a member of a
   "select group of management or highly compensated employees," within
   the meaning of Sections 201, 301 and 401 of ERISA, and who is selected
   by the Committee to participate in the Plan.  Unless otherwise
   determined by the Committee, an Eligible Employee shall continue as
   such until termination of employment.

        1.14 "Employer Contributions" has the meaning given to such term
   in Section 2.14.

        1.15 "ERISA" means the Employee Retirement Income Security Act of
   1974, as amended.

        1.16 "In-Service Sub-Account" means each bookkeeping Sub-Account
   maintained by the Committee on behalf of each Participant pursuant to
   Sections 2.4 and 2.5(ii).  The Committee shall specify from time to
   time the maximum number of In-Service Sub-Accounts that may be
   established for any one Participant.

        1.17 "Insolvent" means that the Company or an Affiliate,
   whichever is applicable, has become subject to a pending voluntary or
   involuntary proceeding as a debtor under the United States Bankruptcy
   Code or has become unable to pay its debts as they mature.

        1.18 "Participant" means any Eligible Employee or Director who
   has at any time elected to defer the receipt of a Bonus and/or Base
   Salary in accordance with the Plan and who, in conjunction with his
   Beneficiary, has not received a complete distribution of the amount
   credited to his Account.

        1.19 "Plan" means this deferred compensation plan, which shall be
   known as the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan.

        1.20 "Retirement Sub-Account" means the bookkeeping Sub-Account
   maintained by the Committee on behalf of each Participant pursuant to
   Sections 2.4 and 2.5(i).

        1.21 "Sub-Account" means each bookkeeping Retirement Sub-Account
   and In-Service Sub-Account maintained by the Committee on behalf of
   each Participant pursuant to Section 2.5.

        1.22 "Termination of Service Date" means the date a Participant
   ceases to be an employee of the Company and its Affiliates by death,
   retirement, Disability or otherwise. The "Termination of Service Date"
   of any Participant who is a Director and who is not an Eligible
   Employee shall be the date such Participant ceases to be a member of
   the Board.

        1.23 "Year" means a calendar year.



                                      3

                                 SECTION II
                    DEFERRALS, CONTRIBUTIONS AND ACCOUNTS
                   --------------------------------------

        2.1  ELIGIBILITY.  Subject to Section 2.3, an Eligible Employee
   or Director may elect to defer receipt of all or a specified part of
   his Base Salary and/or Bonus for any Year in accordance with Section
   2.2.  An Eligible Employee's, or Director's, entitlement to defer
   shall cease with respect to the Year following the Year in which he
   ceases to be an Eligible Employee or Director, as applicable.

        2.2  ELECTION TO DEFER.  Unless otherwise provided by the
   Committee, an Eligible Employee or Director who desires to defer all
   or part of his Base Salary and/or Bonus pursuant to the Plan must
   complete and deliver an Election Agreement to the Committee before the
   first day of the Year for which such compensation would otherwise be
   paid.  An Eligible Employee or Director who timely delivers an
   executed Election Agreement to the Committee shall be a Participant. 
   Unless otherwise provided by the Committee, an Election Agreement that
   is timely delivered to the Committee shall be effective for the Year
   following the Year in which the Election Agreement is delivered to the
   Committee, unless such Election Agreement is revoked or modified with
   the consent of the Committee or until terminated automatically upon
   either the termination of the Plan, the Company or any Affiliate which
   employs the Participant becoming Insolvent or the Participant's
   Termination of Service Date.  Notwithstanding the above, in the event
   that an individual first becomes an Eligible Employee or Director
   during the course of a Year, rather than as of the first day of a
   Year, the individual's Election Agreement must be filed no later than
   thirty (30) days following the date he first becomes an Eligible
   Employee or Director, as applicable, and such Election Agreement shall
   be effective only with regard to Base Salary and Bonuses earned
   following the filing of the Election Agreement with the Committee.

        2.3  AMOUNT DEFERRED.  A Participant shall designate on the
   Election Agreement the portion of his Base Salary and/or Bonus that is
   to be deferred in accordance with the following rules.

             (i)  BASE SALARY.  A Participant may defer up to 50% of the
        Base Salary that the Participant would otherwise receive during
        the Year for services performed as an Eligible Employee,
        provided, however, that the Participant shall not be permitted to
        defer less than $2,000 of such amount during any one Year, and
        any such attempted deferral shall not be effective.  A
        Participant may defer up to 100% of the Base Salary that the
        Participant would otherwise receive during the Year for services
        performed as a Director, provided, however, that the portion of
        such Base Salary that is eligible for deferral will be reduced by
        applicable employment taxes if such reduction is required in
        order to provide the Company or its Affiliates with a source of
        funds, from such Base Salary, with which to pay such employment
        taxes.

                                      4

             (ii) BONUS.  A Participant may defer up to 100% of the Bonus
        that the Participant earns during the Year.  Notwithstanding the
        preceding sentence, the portion of a Participant's Bonus that is
        eligible for deferral will be reduced by applicable employment
        taxes if such reduction is required in order to provide the
        Company or its Affiliates with a source of funds, from the Bonus,
        with which to pay such employment taxes.  In any event, a
        Participant shall not be permitted to defer less than $2,000 of
        his Bonus during any one Year, and any such attempted deferral
        shall not be effective.  To the extent permitted by the
        Committee, a Participant may specify in the Election Agreement
        that different percentages or dollar amounts shall apply to
        Bonuses payable under different bonus or incentive compensation
        plans.

        2.4  ACCOUNTS.

             (i)  CREDITING OF DEFERRALS.  Base Salary and/or Bonus that
        a Participant elects to defer shall be treated as if it were set
        aside in one or more Sub-Accounts on the date the Base Salary
        and/or Bonus would otherwise have been paid to the Participant.
        in accordance with procedures established from time to time by
        the Committee.  A Participant may specify, in his Election
        Agreement, the portion of his deferral that is to be credited to
        a Retirement Sub-Account and/or to one or more In-Service
        Sub-Accounts.  To the extent that a Participant does not specify
        the Sub-Account to which deferrals shall be credited, such
        deferrals shall be credited to the Participant's Retirement
        Sub-Account.

             (ii) CREDITING OF GAINS, LOSSES AND EARNINGS TO ACCOUNTS. 
        Each Participant's Account will be credited with gains, losses
        and earnings based on investment directions made by the
        Participant in accordance with investment deferral crediting
        options and procedures established from time to time by the
        Committee.  The Committee specifically retains the right in its
        sole discretion to change the investment deferral crediting
        options and procedures from time to time.  By electing to defer
        any amount pursuant to the Plan, each Participant shall thereby
        acknowledge and agree that the Company or any Affiliate is not
        and shall not be required to make any investment in connection
        with the Plan, nor is it required to follow the Participant's
        investment directions in any actual investment it may make or
        acquire in connection with the Plan or in determining the amount
        of any actual or contingent liability or obligation of the
        Company or an Affiliate thereunder or relating thereto.  Any
        amounts credited to a Participant's Account with respect to which
        a Participant does not provide investment direction shall be
        credited with gains, losses and earnings as if such amounts were
        invested in an investment option to be selected by the Committee
        in its sole discretion.


                                      5


        2.5  DATE OF DISTRIBUTION.

             (i)  RETIREMENT SUB-ACCOUNT.  Subject to the following
        provisions, a Participant may elect, on the first Election
        Agreement that he delivers to the Committee pursuant to which
        amounts are credited to his Retirement Sub-Account, to defer the
        distribution or commencement of the distribution of his
        Retirement Sub-Account to (A) January of the Year commencing
        immediately after the Year in which occurs his Termination of
        Service Date or (B) January of any Year following his Termination
        of Service Date provided that such Year is no later than the Year
        following the Year in which the Participant attains age 65.

                  (A)  TERMINATION PRIOR TO AGE 60.  If a Participant's
             Termination of Service Date occurs as a result of his
             voluntary termination, or involuntary termination without
             cause, prior to his attainment of age 60, his Retirement
             Sub-Account will be distributed as soon as practicable after
             his Termination of Service Date.  If a Participant's
             Termination of Service Date occurs as a result of his
             involuntary termination without cause (as determined by the
             Committee in its sole discretion) prior to his attainment of
             age 60, his Retirement Sub-Account will be distributed in
             January of the Year elected by the Participant.

                  (B)  TERMINATION AFTER AGE 60 AND PRIOR TO AGE 65.  If
             a Participant's Termination of Service Date occurs after he
             attains age 60 and prior to his attainment of age 65, his
             Retirement Sub-Account will be distributed or will commence
             to be distributed in January of the Year elected by the
             Participant.

                  (C)  TERMINATION AFTER AGE 65.  If a Participant's
             Termination of Service Date occurs after he attains age 65,
             his Retirement Sub-Account will be distributed or will
             commence to be distributed in January of the Year commencing
             immediately after his Termination of Service Date.

             (ii) IN-SERVICE SUB-ACCOUNT.  Subject to the following
        provisions, a Participant may elect, on the first Election
        Agreement that he delivers to the Committee pursuant to which
        amounts are credited to an In-Service Sub-Account, to defer the
        distribution or commencement of the distribution of such
        In-Service Sub-Account to January of any Year that commences
        prior to the Participant's Termination of Service Date as long as
        that Year commences not less than two Years after the date of the
        initial election pursuant to which amounts are credited to such
        In-Service Sub-Account.  If a Participant's Termination of
        Service Date occurs as a result of his voluntary termination, or
        involuntary termination without cause, prior to the complete
        distribution of his In-Service Sub-Account, amounts credited to
        that In-Service Sub-Account will be distributed as soon as

                                      6


        practicable after his Termination of Service Date.  If a
        Participant's Termination of Service Date occurs as a result of
        his involuntary termination without cause (as determined by the
        Committee in its sole discretion) prior to the complete
        distribution of his In-Service Sub-Account, amounts credited to
        that In-Service Sub-Account will be distributed pursuant to the
        payment schedule elected by the Participant.

        2.6  FORM OF DISTRIBUTION.

             (i)  RETIREMENT SUB-ACCOUNT.  Subject to the following
        provisions, a Participant may elect, on the first Election
        Agreement that he delivers to the Committee pursuant to which
        amounts are credited to his Retirement Sub-Account, to receive
        his Retirement Sub-Account in cash in a single lump sum or in
        annual installments over a period not in excess of ten years.

                  (A)  TERMINATION PRIOR TO AGE 60.  If a Participant's
             Termination of Service Date occurs as a result of his
             voluntary termination, or involuntary termination without
             cause, prior to his attainment of age 60, his Retirement
             Sub-Account will be distributed in a single lump sum.  If a
             Participant's Termination of Service Date occurs as a result
             of his involuntary termination without cause (as determined
             by the Committee in its sole discretion) prior to his
             attainment of age 60, his Retirement Sub-Account will be
             distributed in the distribution form elected by the
             Participant.

                  (B)  TERMINATION AFTER AGE 60.  If a Participant's
             Termination of Service Date occurs after he attains age 60,
             his Retirement Sub-Account will be distributed in the
             distribution form elected by the Participant.

             (ii) IN-SERVICE SUB-ACCOUNT.  Subject to the following
        provisions, a Participant may elect, on the first Election
        Agreement that he delivers to the Committee pursuant to which
        amounts are credited to an In-Service Sub-Account, to receive
        that In-Service Sub-Account in cash in a single lump sum or in
        annual installments over a period not in excess of five years. 
        If a Participant's Termination of Service Date occurs as a result
        of his voluntary termination, or involuntary termination without
        cause, prior to the complete distribution of his In-Service
        Sub-Account, amounts credited to that In-Service Sub-Account will
        be distributed in a single lump sum.  If a Participant's
        Termination of Service Date occurs as a result of his involuntary
        termination without cause (as determined by the Committee in its
        sole discretion) prior to the complete distribution of his
        In-Service Sub-Account, amounts credited to that In-Service
        Sub-Account will be distributed in the distribution form elected
        by the Participant.


                                      7


             (iii)     GENERAL.  The lump sum payment or the first
        installment, as the case may be, shall be made as specified in
        Section 2.5.  In the event that a Sub-Account is paid in
        installments, the amount of such Sub-Account remaining unpaid
        shall continue to be credited with gains, losses and earnings as
        provided in Section 2.4.  The payment to a Participant or his
        Beneficiary of a single lump sum or the number of installments
        elected by the Participant pursuant to this Section shall
        discharge all obligations of the Company and the Affiliates to
        such Participant or Beneficiary under the Plan with respect to
        that Sub-Account. In the event that a Sub-Account is paid in
        installments, the amount of each installment shall be determined
        in accordance with procedures established from time to time by
        the Committee.

        2.7  MODIFICATION OF DATE AND/OR FORM OF DISTRIBUTION. 
   Notwithstanding the payment terms designated by a Participant on the
   first Election Agreement that he delivers to the Committee under the
   Plan, a Participant may elect to change the form of payment of a
   Sub-Account to a form of payment otherwise permitted under Section 2.6
   and a Participant may elect to change the date of distribution of a
   Sub-Account to a date otherwise permitted under Section 2.5; provided
   that such election shall be made on a form provided by the Committee,
   and provided further that any election made less than eighteen months
   prior to the Participant's Termination of Service Date (or less than
   eighteen months prior to the scheduled date of the first, or only,
   payment from the Sub-Account) shall not be valid, and in such case,
   the distribution of his Sub-Account shall be made in accordance with
   the latest valid election of the Participant.

        2.8  DEATH OF A PARTICIPANT.

             (i)  General.  In the event of the death of a Participant,
        the remaining amount of his Account shall be paid to his
        Beneficiary or Beneficiaries as described in Section 2.8(ii). 
        Each Participant shall designate a Beneficiary or Beneficiaries
        on a beneficiary designation form provided by the Committee.  A
        Participant's Beneficiary designation may be changed at any time
        prior to his death by the execution and delivery of a new
        beneficiary designation.  The Beneficiary designation on file
        with the Company that bears the latest date at the time of the
        Participant's death shall govern.  In the absence of a
        Beneficiary designation, the amount of the Participant's Account
        shall be paid to the Participant's estate in a lump sum amount
        within 90 days after the appointment of an executor or
        administrator or as otherwise determined by the Committee.

             (ii) Form and Date of Distribution.  Notwithstanding any
        other provision, upon the death of a Participant, the remaining
        balance in his Account shall be paid as follows.  If the
        Participant dies after payment of his Account has commenced, the
        remaining balance of his Account will continue to be paid to his

                                      8


        Beneficiary or Beneficiaries in accordance with the payment
        schedule that has already commenced. Unless otherwise provided by
        the Committee, if the Participant dies before payments from his
        Account have commenced, his Account will be paid to his
        Beneficiary or Beneficiaries in accordance with the form of
        payment elected by the Participant, commencing (A) in the event
        that the Participant has not attained age 60 at the time of his
        death, in January of the Year commencing after the Year in which
        occurs the Participant's death or (B) in the event that the
        Participant has attained age 60 at the time of his death, in
        January of the Year elected by the Participant.

        2.9  DISABILITY.  Notwithstanding any other provision, and unless
   otherwise provided by the Committee, upon the Disability of a
   Participant, the remaining balance in each of his Sub-Accounts shall
   be paid as follows.  If the Disability occurs after payment of the
   Participant's Sub-Account has commenced, the remaining balance of his
   Sub-Account will continue to be paid in accordance with the payment
   schedule that has already commenced.  If the Disability occurs before
   payment of the Participant's Sub-Account has commenced, his
   Sub-Account will be paid in accordance with the form of payment
   elected by the Participant commencing either (a) as soon as
   practicable after the Participant is no longer entitled to any
   benefits under the long-term disability plan, if any, of the Company
   or Affiliate, as applicable or (b) with the consent of the Committee,
   as soon as practicable after the occurrence of the Disability.

        2.10 SMALL PAYMENTS.  Notwithstanding the foregoing, if a
   Participant elects to receive his Retirement Sub-Account in
   installment payments and his Retirement Sub-Account has a balance of
   less than $25,000 at the time that installment payments are scheduled
   to commence, the entire amount of the Participant's Retirement
   Sub-Account may at the discretion of the Committee be paid in a single
   lump sum.

        2.11 ACCELERATION.

             (i)  Notwithstanding any other provision of the Plan, in the
        event of an unforeseeable emergency, as defined in section
        1.457-2(b)(4) and (5) of the Treasury Regulations, that is caused
        by an event beyond the control of the Participant and that would
        result in severe financial hardship to the individual if
        acceleration were not permitted, the Committee may in its sole
        discretion accelerate the payment to the Participant of the
        amount of his Account, but only up to the amount necessary to
        meet the emergency.

             (ii) Notwithstanding any other provision of the Plan, each
        Participant shall be permitted, at any time, to make an election
        to receive, payable as soon as practicable after such election is
        received by the Committee, a distribution of part or all of his
        Account in a single lump sum, if (and only if) the amount in the

                                      9


        Participant's Account subject to such distribution is reduced by
        10%, which 10% amount shall thereupon irrevocably be forfeited.

        2.12 TERMINATION OF PARTICIPATION.  Notwithstanding any other
   provision of the Plan, no Participant who is an Eligible Employee
   shall be permitted to continue to participate in the Plan upon a
   determination by the Committee that such Participant is not a member
   of a select group of management or highly compensated employees of his
   employer, within the meaning of ERISA.  Upon such a determination, the
   Committee may direct that the Participant receive an immediate lump
   sum payment equal to the amount credited to his Account.

        2.13 VESTING OF ACCOUNTS.  Subject to Sections 2.1 1(ii) and
   2.15(iii) and the following sentence, each Participant shall at all
   times have a nonforfeitable interest in his Account balance. 
   Notwithstanding the preceding sentence, the portion of each
   Participant's Account, if any, attributable to Employer Contributions
   shall be subject to such vesting schedule as may be determined by the
   Company or Affiliate from time to time in accordance with the
   provisions of Section 2.14.

        2.14 EMPLOYER CONTRIBUTIONS.  The Company or any Affiliate may,
   in its discretion, provide contributions ("Employer Contributions")
   under this Plan with respect to one or more Participants.  The amount
   and vesting schedule of such Employer Contributions, if any, shall be
   determined by the Company or Affiliate in its sole discretion.

        2.15 CHANGE IN CONTROL.  Notwithstanding any other provisions of
   the Plan, the following provisions shall apply upon the occurrence of
   a Change in Control.

             (i)  TRUST.  As soon as administratively practicable
        following the occurrence of a Change in Control, the Company
        shall transfer to a trust, the assets of which shall remain
        liable for the claims of the Company's or its Affiliate's general
        creditors in the event of the Insolvency of the Company or any
        such Affiliate, an amount (which amount may include a letter of
        credit, as specified in such trust) equal to the aggregate
        account balances, determined as of the date of the Change in
        Control, of all persons then participating in the Plan.

             (ii) UNREDUCED DISTRIBUTION.  A Participant may make an
        election, on an Election Agreement that he delivers to the
        Committee at least one year prior to the occurrence of a Change
        in Control, to receive his entire Account in a single lump sum as
        soon as administratively practicable following the occurrence of
        a Change in Control.  In the event that a Change in Control
        occurs prior to the distribution of a Participant's entire
        Account, any such election made by a Participant shall override
        his other elections regarding the form and timing of the
        distribution of his Account.


                                     10

             (iii)     REDUCED DISTRIBUTION.  Notwithstanding any other
        provision of the Plan, each Participant shall be permitted,
        during the one-year period commencing upon the occurrence of a
        Change in Control, to make an election to receive, payable as
        soon as practicable after such election is received by the
        Committee, a distribution of part or all of his Account in a
        single lump sum, if (and only if) the amount in the Participant's
        Account subject to such distribution is reduced by 5%, which 5%
        amount shall thereupon irrevocably be forfeited.

                                 SECTION III
                               ADMINISTRATION
                         ---------------------------

        The Company, through the Committee, shall be responsible for the
   general administration of the Plan and for carrying out the provisions
   hereof.  The Committee shall have all such powers as may be necessary
   to carry out the provisions of the Plan, including the power to (i)
   resolve all questions relating to eligibility for participation in the
   Plan and the amount in the Account of any Participant and all
   questions pertaining to claims for benefits and procedures for claim
   review, (ii) resolve all other questions arising under the Plan,
   including any factual questions and questions of construction, and
   (iii) take such further action as the Company shall deem advisable in
   the administration of the Plan.  The actions taken and the decisions
   made by the Committee hereunder shall be final and binding upon all
   interested parties.  In accordance with the provisions of Section 503
   of ERISA, the Committee shall provide a procedure for handling claims
   of Participants or their Beneficiaries under the Plan. Such procedure
   shall be in accordance with regulations issued by the Secretary of
   Labor and shall provide adequate written notice within a reasonable
   period of time with respect to the denial of any such claim as well as
   a reasonable opportunity for a full and fair review by the Committee
   of any such denial.  Unless the context clearly requires otherwise,
   the masculine pronoun wherever used herein shall be construed to
   include the feminine pronoun.

                                 SECTION IV
                          AMENDMENT AND TERMINATION
             --------------------------------------------------

        4.1  AMENDMENT.  The Company reserves the right to amend the Plan
   at any time by action of the Board; provided, however, that no such
   action shall adversely affect any Participant or Beneficiary who has
   an Account, or result in any change in the timing or manner of payment
   of the amount of any Account (except as otherwise permitted under the
   Plan), without the consent of the Participant or Beneficiary.

        4.2  Termination.  The Company reserves the right to terminate
   the Plan at any time by action of the Board.  In the event that the
   Company terminates the Plan, each Participant shall receive a
   distribution of his Account, at the discretion of the Committee,

                                     11


   either (a) in a single lump sum as soon as administratively
   practicable following termination of the Plan or (b) in the form of
   payment elected by the Participant commencing as soon as
   administratively practicable following termination of the Plan.

                                  SECTION V
                                MISCELLANEOUS
                         --------------------------

        5.1  NON-ALIENATION OF DEFERRED COMPENSATION.  Except as
   permitted by the Plan, no right or interest under the Plan of any
   Participant or Beneficiary shall, without the written consent of the
   Company, be (i) assignable or transferable in any manner, (ii) subject
   to alienation, anticipation, sale, pledge, encumbrance, attachment,
   garnishment or other legal process or (iii) in any manner liable for
   or subject to the debts or liabilities of the Participant or
   Beneficiary.

        5.2  PARTICIPATION BY EMPLOYEES OF AFFILIATES.  An Eligible
   Employee who is employed by an Affiliate and who elects to participate
   in the Plan shall participate on the same basis as an Eligible
   Employee of the Company.

        5.3  INTEREST OF PARTICIPANT.

             (i)  The obligation of the Company and the Affiliates under
        the Plan to make payment of amounts reflected in an Account
        merely constitutes the unsecured promise of the Company and the
        Affiliates to make payments from their general assets and no
        Participant or Beneficiary shall have any interest in, or a lien
        or prior claim upon, any property of the Company or any
        Affiliate.  Nothing in the Plan shall be construed as
        guaranteeing future employment to Eligible Employees. It is the
        intention of the Company and the Affiliates that the Plan be
        unfunded for tax purposes and for purposes of Title I of ERISA. 
        The Company may create a trust to hold funds to be used in
        payment of its and the Affiliates' obligations under the Plan,
        and may fund such trust; provided, however, that any funds
        contained therein shall remain liable for the claims of the
        Company's and any Affiliate's general creditors.

             (ii) In the event that, in the discretion of the Committee,
        the Company and/or its Affiliates purchases an insurance policy
        or policies insuring the life of any Participant (or any other
        property) to allow the Company and/or its Affiliates to recover
        the cost of providing the benefits, in whole or in part,
        hereunder, neither the Participants nor their Beneficiaries or
        other distributees shall have nor acquire any rights whatsoever
        therein or in the proceeds therefrom.  The Company and/or its
        Affiliates shall be the sole owner and beneficiary of any such
        policy or policies and, as such, shall possess and may exercise
        all incidents of ownership therein.  A Participant's

                                     12


        participation in the underwriting or other steps necessary to
        acquire such policy or policies may be required by the Company
        and, if required, shall not be a suggestion of any beneficial
        interest in such policy or policies to such Participant or any
        other person.

        5.4  CLAIMS OF OTHER PERSONS.  The provisions of the Plan shall
   in no event be construed as giving any other person, firm or
   corporation any legal or equitable right as against the Company or any
   Affiliate or the officers, employees or directors of the Company or
   any Affiliate, except any such rights as are specifically provided for
   in the Plan or are hereafter created in accordance with the terms and
   provisions of the Plan.

        5.5  SEVERABILITY.  The invalidity and unenforceability of any
   particular provision of the Plan shall not affect any other provision
   hereof, and the Plan shall be construed in all respects as if such
   invalid or unenforceable provision were omitted.

        5.6  GOVERNING LAW.  Except to the extent preempted by federal
   law, the provisions of the Plan shall be governed and construed in
   accordance with the laws of the State of Illinois.

        5.7  RELATIONSHIP TO OTHER PLANS.  The Plan is intended to serve
   the purposes of and to be consistent with any bonus or incentive
   compensation plan approved by the Committee for purposes of the Plan.

        5.8  SUCCESSORS.  The Company shall require any successor
   (whether direct or indirect, by purchase, merger, consolidation,
   reorganization or otherwise) to all or substantially all of the
   business and/or assets of the Company expressly to assume this Plan. 
   This Plan shall be binding upon and inure to the benefit of the
   Company and any successor of or to the Company, including without
   limitation any persons acquiring directly or indirectly all or
   substantially all of the business and/or assets of the Company whether
   by sale, merger, consolidation, reorganization or otherwise (and such
   successor shall thereafter be deemed the "Company" for the purposes of
   this Plan), and the heirs, beneficiaries, executors and administrators
   of each Participant.  In the event that any successor to the Company
   shall fail to assume this Plan, the Plan shall immediately terminate
   and each Participant shall immediately receive distribution of his
   Account in a single lump sum.

        5.9  Withholding of Taxes.  The Company and its Affiliates may
   withhold or cause to be withheld from any amounts deferred or payable
   under the Plan all federal, state, local and other taxes as shall be
   legally required.

        5.10 ELECTRONIC OR OTHER MEDIA.  Notwithstanding any other
   provision of the Plan to the contrary, including any provision that
   requires the use of a written instrument, the Committee may establish
   procedures for the use of electronic or other media in communications

                                     13


   and transactions between the Plan or the Committee and Participants
   and Beneficiaries.  Electronic or other media may include, but are not
   limited to, e-mail, the Internet, intranet systems and automated
   telephonic response systems.

        EXECUTED at Freeport, Illinois on this 28th day of December,
   2001.

                            NEWELL RUBBERMAID INC.


                            By:  ________________________________________
                            Title:  Senior Vice President & Treasurer







































                                     14



                                                             EXHIBIT 10.3
                                                             ------------



   SUMMARY OF NEWELL RUBBERMAID INC. CASH BONUS PLAN

   The Company has a corporate bonus plan, effective January 1, 2002,
   that provides for the payment of annual cash bonuses to group
   presidents and other corporate executives.  Payments to group
   presidents are based on the operating income (75% of the bonus payout)
   and cash flow (25% of the bonus payout) for the fiscal year of the
   group for which the group president is responsible.  Payments to other
   participating corporate executives are based on the Company's total
   earnings per share (75% of the bonus payout) and cash flow (25% of the
   bonus payout) for the fiscal year.  If the group's operating income
   and cash flow, or the Company's earnings per share and cash flow, as
   applicable, equal target levels, the designated employees receive
   specified percentages of their annual salaries in the form of cash
   bonuses.  Company or group performance below the target levels will
   result in lower or no bonus payments, and Company or group performance
   above the target levels will result in higher bonus payments.




































                                                             EXHIBIT 10.5
                                                             ------------


                        EMPLOYMENT SECURITY AGREEMENT

        This Employment Security Agreement ("Agreement") is entered into

   as of this ____ day of ________, ___, by and between Newell Rubbermaid

   Inc., a Delaware corporation ("Employer") and ________________________

   ("Executive").

                                 WITNESSETH:

        WHEREAS, Executive is currently employed by Employer and by

   Newell Operating Company, a subsidiary of Employer, as the

   ____________________of each of Employer and Newell Operating Company;

        WHEREAS, Employer desires to provide certain security to

   Executive in connection with Executive's employment with Employer; and

        WHEREAS, Executive and Employer desire to enter into this

   Employment Security Agreement ("Agreement") pertaining to the terms of

   the security Employer is providing to Executive with respect to his

   employment;

        NOW, THEREFORE, in consideration of the mutual covenants and

   promises contained herein, and other good and valuable consideration,

   the receipt of which is hereby acknowledged, the parties agree as

   follows:

        1.   TERM. The term of this Agreement shall be the period

   beginning on the date hereof and terminating on the first to occur of

   (a) the date 24 months after the date of Executive's termination of

   employment under circumstances described in paragraph 2 and (b) the

   date Executive attains
 or would have attained age 65 (the "Term").

        2.   BENEFITS UPON TERMINATION OF EMPLOYMENT. If, at any time

   during the twelve month period following a Change in Control and prior

   to Executive's attainment of age 65, (1) the employment of Executive



   with Employer is terminated by Employer for any reason other than Good

   Cause, or (2) Executive terminates his employment with Employer for

   Good Reason, the following provisions will apply:

             (a)  Employer shall, as hereinafter described in this

        subsection (a), pay Executive:

             (1)  Executive's Base Salary during the Severance Period;

        and

             (2)  Executive's Bonus for each year during the Severance

        Period.  Such Base Salary will be paid during the Severance

        Period in monthly or other installments of the same frequency as

        the payments of his salary being received by Executive at the

        date of the Change in Control, and will commence as soon as

        practicable, but in no event later than the date 30 days after

        termination of employment. Such Bonus for any calendar year will

        be paid on March 1 of the next following calendar year.

             (b)  Executive shall receive any and all benefits accrued

        under any other Incentive Plans and Retirement Plans to the date

        of termination of employment, the amount, form and time of

        payment of such benefits to be determined by the terms of such

        Incentive Plans and Retirement Plans, and Executive's employment

        shall be deemed to have terminated by reason of retirement under

        circumstances that have the most favorable result for Executive

        thereunder for all purposes of such Plans. Payment shall be made

        at the earliest date permitted under any such Plan that is not

        funded with a trust agreement.




                                      2



             (c)  For purposes of all Incentive Plans and Retirement

        Plans Executive shall be given service credit for all purposes

        for, and shall be deemed to be an employee of Employer during,

        the Severance Period, notwithstanding the fact that he is not an

        employee of Employer or any Affiliate or Associate thereof during

        the Severance Period; provided that, if the terms of any of such

        Incentive Plans or Retirement Plans do not permit such credit or

        deemed employee treatment, Employer will make payments and

        distributions to Executive outside of the Plans in amounts

        substantially equivalent to the payments and distributions

        Executive would have received pursuant to the terms of the Plans

        and attributable to such credit or deemed employee treatment, had

        such credit or deemed employee treatment been permitted pursuant

        to the terms of the Plans. Executive shall not receive any amount

        under an Incentive Plan pursuant to this subsection (c) to the

        extent that such amount is included within the Executive's Bonus

        payable pursuant to clause (a)(2) above.

             (d)  If upon the date of termination of Executive's

        employment, Executive holds any options with respect to stock of

        Employer, all such options will immediately become exercisable

        upon such date and will be exercisable for 90 days thereafter. To

        the extent such acceleration of exercise of such options is not

        permissible under the terms of any plan pursuant to which the

        options were granted, Employer will pay to Executive, in a lump

        sum, within 90 days after termination of employment, an amount

        equal to the excess, if any, of the aggregate fair market value


                                      3



        of all stock of Employer subject to such options, determined on

        the date of termination of employment, over the aggregate option

        price of such stock, and Executive will surrender all such

        options unexercised.

             (e)  During the Severance Period, Executive and his spouse

        will continue to be covered by all Welfare Plans, maintained by

        Employer in which he or his spouse were participating immediately

        prior to the date of his termination, as if he continued to be an

        employee of Employer; provided that, if participation in any one

        or more of such Welfare Plans is not possible under the terms

        thereof, Employer will provide substantially identical benefits.

        Such coverage will cease if and when Executive obtains employment

        with another employer during the Severance Period, and becomes

        eligible for coverage under any substantially similar plans

        provided by his new employer.

             (f)  During the Severance Period Employer shall reimburse

        Executive for the expenses of an automobile in accordance with

        the arrangement, if any, in effect at the time of termination of

        Executive's employment. Such reimbursement will cease if and when

        Executive obtains employment with another employer during the

        Severance Period and receives such reimbursement from his new

        employer.

             (g)  Executive shall not be entitled to receive any payments

        or other compensation during the Severance Period attributable to

        vacation periods he would have earned had his employment

        continued during the Severance Period or to unused vacation


                                      4



        periods accrued as of the date of termination of employment, and

        Executive waives any right to receive such compensation.

             (h)  During the Severance Period Executive shall not be

        entitled to reimbursement for fringe benefits such as dues and

        expenses related to club memberships, automobile telephones,

        expenses for professional services and other similar perquisites.

        3.   SETOFF. No payments or benefits payable to or with respect

   to Executive pursuant to this Agreement shall be reduced by any amount

   Executive or his spouse may earn or receive from employment with

   another employer or from any other source, except as expressly

   provided in subsections 2(e) and 2(f).

        4.   DEATH. If Executive dies during the Severance Period all

   amounts payable hereunder to Executive shall, during the remainder of

   the Severance Period, be paid to his surviving spouse, and his spouse

   shall continue to be covered under all applicable Welfare Plans during

   the remainder of the Severance Period. On the death of the survivor of

   Executive and his spouse, no further benefits will be paid, and no

   further Welfare Plan coverage will be provided, under the Agreement;

   except for benefits accrued under any Incentive Plans and Retirement

   Plans to the date of termination of employment, to the extent such

   benefits continue following Executive's death pursuant to the term of

   such Plans.

        5.   DEFINITIONS.   For purposes of this Agreement:

             (a)  "Affiliate" or "Associate" shall have the meaning set

        forth in Rule 12b-2 under the Securities Exchange Act of 1934.




                                      5



             (b)  "Base Salary" shall mean Executive's annual base salary

        at the rate in effect on the date of a Change in Control.

             (c)  "Bonus" shall mean an amount determined by multiplying

        Executive's Base Salary by a percentage that is the average

        percentage of base salary that was paid (or payable) to Executive

        as a bonus under the Revised ROI Cash Bonus Plan or the ROA Cash

        Bonus Plan of Employer, or any successor plan or arrangement, for

        the three full fiscal years of Employer preceding the date of a

        Change in Control.

             (d)  "Change in Control" shall be deemed to occur on the

        occurrence of any of the following events without the prior

        written approval of a majority of the entire Board of Directors

        of Employer as it exists immediately prior to such event;

        provided that, in the case of an event described in (1) or (3)

        below, such approval occurs before the time of such event and, in

        the case of an event described in (2) below, such approval occurs

        prior to the time that any other party to the event described in

        (2) (or any Affiliate or Associate thereof) acquires 20% or more

        of the Voting Power:

             (1)  The acquisition by an entity, person or group

        (including all Affiliates or Associates of such entity, person or

        group) of beneficial ownership, as that term is defined in

        Rule13d-3 under the Securities Exchange Act of 1934, of capital

        stock of Employer entitled to exercise more than 50% of the

        outstanding voting power of all capital stock of Employer

        entitled to vote in elections of directors ("Voting Power");


                                      6



             (2)  The effective time of (I) a merger or consolidation of

        Employer with one or more other corporations as a result of which

        the holders of the outstanding Voting Power of Employer

        immediately prior to such merger or consolidation (other than the

        surviving or resulting corporation or any Affiliate or Associate

        thereof) hold less than 50% of the Voting Power of the surviving

        or resulting corporation, or (II) a transfer of a majority of the

        Voting Power, or a Substantial Portion of the Property, of

        Employer other than to an entity of which Employer owns at least

        50% of the Voting Power; or

             (3)  The election to the Board of Directors of Employer, of

        directors constituting a majority of the number of directors of

        Employer then in office.

        (e)  "Good Cause" shall be deemed to exist if, and only if:

             (1)  Executive engages in acts or omissions constituting

        dishonesty, intentional breach of fiduciary obligation or

        intentional wrongdoing or malfeasance; or

             (2)  Executive is convicted of a criminal violation

        involving fraud or dishonesty. Notwithstanding anything herein to

        the contrary, in the event Employer shall terminate the

        employment of Executive for Good Cause hereunder, Employer shall

        give Executive at least thirty (30) days prior written notice

        specifying in detail the reason or reasons for Executive's

        termination.






                                      7



        (f)  "Good Reason" shall exist if:

             (1)  there is a significant change in the nature or the

        scope of Executive's authority;

             (2)  there is a reduction in Executive's rate of base

        salary;

             (3)  Employer changes by 100 miles or more the principal

        location in which Executive is required to perform services; or

             (4)  Employer terminates or amends any Incentive Plan or

        Retirement Plan so that, when considered in the aggregate with

        any substitute Plan or Plans, the Incentive Plans and Retirement

        Plans in which he is participating fail to provide him with a

        level of benefits provided in the aggregate by such Incentive

        Plans or Retirement Plans prior to such termination or amendment.

        (g)  "Incentive Plans" shall mean any incentive, bonus, deferred

   compensation or similar plan or arrangement currently or hereafter

   made available by Employer in which Executive is eligible to

   participate.

        (h)  "Retirement Plans" shall mean any qualified or supplemental

   defined benefit retirement plan or defined contribution retirement

   plan, currently or hereinafter made available by Employer in which

   Executive is eligible to participate.

             (i)  "Severance Period" shall mean the period beginning on

        the date the Executive's employment with Employer terminates

        under circumstances described in Section 2 and ending on the

        first to occur of the date 24 months thereafter and the date

        Executive attains or would have attained age 65.


                                      8



        (j)  "Substantial Portion of the Property of Employer" shall mean

   75% of the aggregate book value of the assets of Employer and its

   Affiliates and Associates as set forth on the most recent balance

   sheet of Employer, prepared on a consolidated basis, by its regularly

   employed, independent, certified public accountants.

        (k)  "Welfare Plan" shall mean any health and dental plan,

   disability plan, survivor income plan and life insurance plan or

   arrangement currently or hereafter made available by Employer in which

   Executive is eligible to participate.

        6.   RESTRICTIVE COVENANTS.   Executive shall not, during the

   Term of this Agreement be associated, directly or indirectly, as

   employee, proprietor, stockholder, partner, agent, representative,

   officer, or otherwise, with the operation of any business that is

   competitive with any business of Employer or any of its Affiliates,

   except that Executive's ownership (or that of his wife and children)

   of publicly-traded securities of any such business having a cost of

   not more than $50,000, shall not be considered a violation of this

   Section. For purposes of the preceding sentence, Executive shall be

   considered as the "stockholder" of any equity securities owned by his

   spouse and all relatives and children residing in Executive's

   principal residence.

        7.   NO SOLICITATION OF REPRESENTATIVES AND EMPLOYEES. Executive

   agrees that he shall not, during the Term of this Agreement, directly

   or indirectly, in his individual capacity or otherwise, induce, cause,

   persuade, or attempt to do any of the foregoing in order to cause, any

   representative, agent or employee of Employer or any of its Affiliates


                                      9



   to terminate such person's employment relationship with Employer or

   any of its Affiliates, or to violate the terms of any agreement

   between said representative, agent or employee and Employer or any of

   its Affiliates.

        8.   CONFIDENTIALITY. Executive acknowledges that preservation of

   a continuing business relationship between Employer or its Affiliates

   and their respective customers, representatives, and employees is of

   critical importance to the continued business success of Employer and

   that it is the active policy of Employer and its Affiliates to guard

   as confidential the identity of its customers, trade secrets, pricing

   policies, business affairs, representatives and employees. In view of

   the foregoing, Executive agrees that he shall not during the Term of

   this Agreement and thereafter, without the prior written consent of

   Employer (which consent shall not be withheld unreasonably), disclose

   to any person or entity any information concerning the business of, or

   any customer, representative, agent or employee of, Employer or its

   Affiliates which was obtained by Executive in the course of his

   employment by Employer. This section shall not be applicable if and to

   the extent Executive is required to testify in a legislative, judicial

   or regulatory proceeding pursuant to an order of Congress, any state

   or local legislature, a judge, or an administrative law judge.

        9.   EXECUTIVE ASSIGNMENT. No interest of Executive or his spouse

   or any other beneficiary under this Agreement, or any right to receive

   any payment or distribution hereunder, shall be subject in any manner

   to sale, transfer, assignment, pledge, attachment, garnishment, or

   other alienation or encumbrance of any kind, nor may such interest or


                                     10



   right to receive a payment or distribution be taken, voluntarily or

   involuntarily, for the satisfaction of the obligations or debts of, or

   other claims against, Executive or his spouse or other beneficiary,

   including claims for alimony, support, separate maintenance, and

   claims in bankruptcy proceedings.

        10.  BENEFITS UNFUNDED. All rights of Executive and his spouse or

   other beneficiary under this Agreement shall at all times be entirely

   unfunded and no provision shall at any time be made with respect to

   segregating any assets of Employer for payment of any amounts due

   hereunder. Neither Executive nor his spouse or other beneficiary shall

   have any interest in or rights against any specific assets of

   Employer, and Executive and his spouse or other beneficiary shall have

   only the rights of a general unsecured creditor of Employer.

        11.  WAIVER. No waiver by any party at any time of any breach by

   any other party of, or compliance with, any condition or provision of

   this Agreement to be performed by any other party shall be deemed a

   waiver of any other provisions or conditions at the same time or at

   any prior or subsequent time.

        12.  LITIGATION EXPENSES. Employer shall pay 50% of Executive's

   attorney's fees in connection with any judicial proceeding to enforce

   this Agreement or to construe or determine the validity of this

   Agreement or otherwise in connection herewith, whether or not

   Executive is successful in such litigation.

        13.  APPLICABLE LAW. This Agreement shall be construed and

   interpreted pursuant to the laws of Illinois.




                                     11



        14.  ENTIRE AGREEMENT. This Agreement contains the entire

   Agreement between Employer and Executive and supersedes any and all

   previous agreements, written or oral, between the parties relating to

   the subject matter hereof. No amendment or modification of the terms

   of this Agreement shall be binding upon the parties hereto unless

   reduced to writing and signed by Employer and Executive.

        15.  NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement

   shall be construed to be an employment contract between Executive and

   Employer. Executive is employed at will and Employer may terminate his

   employment at any time, with or without cause.

        16.  COUNTERPARTS. This Agreement may be executed in

   counterparts, each of which shall be deemed an original.



        17.  SEVERABILITY. In the event any provision of this Agreement

   is held illegal or invalid, the remaining provisions of this Agreement

   shall not be affected thereby.

        18.  SUCCESSORS. This Agreement shall be binding upon and inure

   to the benefit of the parties hereto and their respective heirs,

   representatives and successors.

        19.  EMPLOYMENT WITH AN AFFILIATE. If Executive is employed by

   Employer and an Affiliate, or solely by an Affiliate, on the date of

   termination of employment of Executive under circumstances described

   in Section 2, then (i) employment or termination of employment as used

   in this Agreement shall mean employment or termination of employment

   of Executive with Employer and such Affiliate, or with such Affiliate,

   as applicable, and (ii) the obligations of Employer hereunder shall be


                                     12



   satisfied by Employer and/or such Affiliate as Employer, in its

   discretion, shall determine; provided that Employer shall remain

   liable for such obligations to the extent not satisfied by such

   Affiliate.

        20.  NOTICE. Notices required under this Agreement shall be in

   writing and sent by registered mail, return receipt requested, to the

   following addresses or to such other address as the party being

   notified may have previously furnished to the others by written

   notice.

   If to Employer:          Newell Rubbermaid Inc.
                            29 East Stephenson Street
                            Freeport, Illinois 61032

                            Attention:      ______________________

                            If to Executive:    _______________________
                                                _______________________
                                                _______________________
                                                _______________________

        21.  BOARD APPROVAL. The rights and obligations of Employer under

   this Agreement are contingent upon the approval or ratification by its

   Board of Directors of the execution of this Agreement on its behalf.

        IN WITNESS WHEREOF, Executive has hereunto set his hand, and

   Employer has caused these presents to be executed in its name on its

   behalf, all as of the day and year first above written.

                            NEWELL RUBBERMAID INC.


                            By:  ____________________________________

                            Title: __________________________________


                            _________________________________________
                                           EXECUTIVE


                                     13




















































                                     14



                                                               EXHIBIT 11
                                                               ----------

<TABLE>
<CAPTION>


                   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
              COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
              -------------------------------------------------


                                                                    YEAR ENDED DECEMBER 31,
                                                                 2001         2000           1999
                                                                 ----         ----           ----
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
   <s>                                                        <c>          <c>            <c>   
   BASIC EARNINGS PER SHARE:

      Net income                                              $264,635     $421,575        $95,437
      Weighted average shares outstanding                      266,657      268,437        281,806
   Basic earnings per share                                      $0.99        $1.57          $0.34

   DILUTED EARNINGS PER SHARE:

     Net income                                               $264,635     $421,575        $95,437
     Minority interest in income of subsidiary 
       trust, net of tax (1)                                         -            -              -
                                                               -------      -------        -------
     Net income, assuming conversion of all applicable 
       securities                                             $264,635     $421,575        $95,437


   Weighted average shares outstanding                         266,657      268,437        281,806
    Incremental common shares applicable to common 
      stock options based on the average market price 
      during the period                                            391           63            172
    Average common shares issuable assuming conversion
      of the Company-Obligated Mandatorily Redeemable
      Convertible Preferred Securities of a Subsidiary 
      Trust (1)                                                      -            -              -
                                                               -------      -------        -------
    Weighted average shares outstanding assuming full 
      dilution                                                 267,048      268,500        281,978
    Diluted earnings per share, assuming
      conversion of all applicable securities                    $0.99       $1.57          $0.34

</TABLE>


   (1)  The convertible preferred securities are anti-dilutive in 2001,
        2000 and 1999 and, therefore, have been excluded from diluted

        earnings per share.  Had the convertible preferred shares been
        included in the diluted earnings per share calculation, net
        income would be increased by $16.8 million, $16.4 million and
        $16.3 million in 2001, 2000 and 1999, respectively and weighted
        average shares outstanding would have increased by 9.9 million
        shares in all years.




                                                               EXHIBIT 12
                                                               ----------

<TABLE>
<CAPTION>


                   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
       STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
       --------------------------------------------------------------


                                                   YEAR ENDED DECEMBER 31

                                             2001      2000      1999      1998      1997
                                             ----      ----      ----      ----      ----
                                                (IN THOUSANDS, EXCEPT RATIO DATA)
     <s>                                   <c>       <c>       <c>       <c>       <c>
     EARNINGS AVAILABLE TO FIXED CHARGES:

     Income before income taxes            $415,865  $685,487  $230,939   $816,973  $544,590

       Fixed Charges -
         Interest expense                   137,453   130,033   100,021    100,514   114,357 
         Portion of rent determined                     
           to be interest (1)                36,951    33,957    30,319     26,287    23,343 
       Minority interest in income                      
         of subsidiary trust                 26,707    26,725    26,771     26,692     1,528 
       Equity in earnings elimination        (7,221)   (7,996)   (8,118)    (7,127)   (5,831)
                                            -------   -------   -------    -------   ------- 
                                           $609,755  $868,206   $379,932   $963,339  $677,987
                                            =======   =======   =======    =======   ======== 

     FIXED CHARGES:
       Interest expense                    $137,453  $130,033  $100,021   $100,514  $114,357
       Portion of rent determined 
         to be interest (1)                  36,951    33,957    30,319     26,287    23,343 
       Minority interest in income                                                     
         subsidiary trust                    26,707    26,725    26,771     26,692     1,528 
                                            -------   -------   -------    -------   ------- 
                                           $201,111  $190,715  $157,111   $153,493  $139,228
                                            =======   =======   =======    =======   ======= 

     RATIO OF EARNINGS TO FIXED CHARGES        3.03      4.55      2.42       6.28      4.87 
                                               ====      ====      ====       ====      ==== 

</TABLE>


   (1)  A standard ratio of 33% was applied to gross rent expense to
        approximate the interest portion of short-term and long-term
        leases.


                                             












                                                               EXHIBIT 21
                                                               ----------


                 NEWELL RUBBERMAID INC. AND SUBSIDIARIES
                          SIGNIFICANT SUBSIDIARIES
                          ------------------------



                           STATE OF
           NAME          ORGANIZATION             OWNERSHIP
           ----          ------------             ---------

    Berol Corporation     Delaware      72.65% of stock is owned by
                                        Newell Rubbermaid Inc.; 
                                        27.35% of stock is owned by
                                        Newell Operating Company

    Newell Investments,   Delaware      52.4% of stock is owned by
    Inc.                                Newell Operating Company; 24.1%
                                        of stock is owned by Newell
                                        Rubbermaid Inc.; 
                                        11.4% of stock is owned by
                                        Newell Window Furnishings, Inc.;

                                        11.3% of stock is owned by
                                        Intercraft Company; 
                                        0.8% of stock is owned by
                                        Rubbermaid Incorporated

    Newell Operating      Delaware      77.5% of stock is owned by
    Company                             Newell Rubbermaid Inc.;
                                        22.5% of stock is owned by
                                        Newell Holdings Delaware, Inc.

    Rubbermaid            Ohio          100% of stock is owned by Newell
    Incorporated                        Rubbermaid Inc.


    Rubbermaid Texas      Texas         Rubbermaid Incorporated is a
    Limited                             general partner with a 1%
                                        ownership interest;
                                        Rubfinco Inc. (which is 100%
                                        owned by Rubbermaid
                                        Incorporated) is a limited
                                        partner with a 99% ownership
                                        interest

    Sanford Investment    Delaware      100% of stock is owned by Berol
    Company                             Corporation

    Sanford, L.P.         Illinois      Newell Operating Company is a
                                        general partner with a 1.62%
                                        ownership interest;
                                        Sanford Investment Company
                                        (which is 100% owned by Berol
                                        Corporation) is a limited

                                        partner with a 98.38% ownership
                                        interest 





                                                             EXHIBIT 23.1
                                                             ------------


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  -----------------------------------------



   As independent public accountants, we hereby consent to the
   incorporation by reference in this Form 10-K of our report dated
   January 25, 2002, into the Company's previously filed Form S-8
   Registration Statements File Nos. 33-24447, 33-25196, 33-40641,
   33-67632, 33-62047, and 333-38621, Form S-3 Registration Statement
   File Nos. 33-46208, 33-64225, 333-47261, 333-53039, and 333-82829, and
   Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration
   Statement File No. 33-44957.



   ARTHUR ANDERSEN LLP


   Milwaukee, Wisconsin
   March 5, 2002







                                                               EXHIBIT 99
                                                               ----------


   NEWELL RUBBERMAID INC. SAFE HARBOR STATEMENT
   --------------------------------------------

        The Company has made statements in its Annual Report on Form 10-K
   for the year ended December 31, 2001, and the documents incorporated
   by reference therein that constitute forward-looking statements, as
   defined by the Private Securities Litigation Reform Act of 1995. These
   statements are subject to risks and uncertainties.  The statements
   relate to, and other forward-looking statements that may be made by
   the Company may relate to, information or assumptions about sales,
   income, earnings per share, return on equity, return on invested
   capital, capital expenditures, working capital, dividends, capital
   structure, free cash flow, debt to capitalization ratios, interest
   rates, internal growth rates, Euro conversion plans and related risks,
   impact of changes in accounting standards, pending legal proceedings
   and claims (including environmental matters), future economic
   performance, operating income improvements, synergies, management's
   plans, goals and objectives for future operations and growth.  These
   statements generally are accompanied by words such as "intend,"
   "anticipate," "believe," "estimate," "project," "target," "expect,"
   "should" or similar statements.
  You should understand that forward-
   looking statements are not guarantees since there are inherent
   difficulties in predicting future results.  Actual results could
   differ materially from those expressed or implied in the forward-
   looking statements.  The factors that are discussed below, as well as
   the matters that are set forth generally in the 2001 Form 10-K and the
   documents incorporated by reference therein could cause actual results
   to differ.  Some of these factors are described as criteria for
   success.  Our failure to achieve, or limited success in achieving,
   these objectives could result in actual results differing materially
   from those expressed or implied in the forward-looking statements.  In
   addition, there can be no assurance that we have correctly identified
   and assessed all of the factors affecting the Company or that the
   publicly available and other information we receive with respect to
   these factors is complete or correct.

   RETAIL ECONOMY

        Our business depends on the strength of the retail economies in
   various parts of the world, primarily in North America and to a lesser
   extent Europe, Central and South America and Asia.

        These retail economies are affected primarily by such factors as
   consumer demand and the condition of the consumer products retail
   industry, which, in turn, are affected by general economic conditions
   and events such as those of September 11, 2001.  In recent years, the
   consumer products retail industry in the U.S. and, increasingly,
   elsewhere has been characterized by intense competition and
   consolidation among both product suppliers and retailers.  Because
   such competition, particularly in weak retail economies, can cause



   retailers to fail, the Company must continuously monitor, and adapt to
   changes in, the creditworthiness of its customers.

   NATURE OF THE MARKETPLACE

        We compete with numerous other manufacturers and distributors of
   consumer products, many of which are large and well-established.  Our
   principal customers are large mass merchandisers, such as discount
   stores, home centers, warehouse clubs and office superstores.  The
   rapid growth of these large mass merchandisers, together with changes
   in consumer shopping patterns, have contributed to the formation of
   dominant multi-category retailers, many of which have strong
   bargaining power with suppliers.  This environment significantly
   limits our ability to recover cost increases through selling prices. 
   Other trends among retailers are to foster high levels of competition
   among suppliers, to demand that manufacturers supply innovative new
   products and to require suppliers to maintain or reduce product prices
   and deliver products with shorter lead times.  Another trend is for
   retailers to import products directly from foreign sources.

        The combination of these market influences has created an
   intensely competitive environment in which our principal customers
   continuously evaluate which product suppliers to use, resulting in
   pricing pressures and the need for strong end-user brands, the
   continuing introduction of innovative new products and constant
   improvements in customer service.

   NEW PRODUCT DEVELOPMENT

        Our long-term success in this competitive retail environment
   depends on our consistent ability to develop innovative new products
   that create consumer demand for our products.  Although many of our
   businesses have had notable success in developing new products, we
   need to improve our new product development capability.  There are
   numerous uncertainties inherent in successfully developing and
   introducing innovative new products on a consistent basis.

   MARKETING

        Our competitive success also depends increasingly on our ability
   to develop, maintain and strengthen our end-user brands so that our
   retailer customers will need our products to meet consumer demand. 
   Our success also requires increased focus on serving our largest
   customers through key account management efforts.  We will need to
   devote more marketing resources to achieving these objectives.

   PRODUCTIVITY AND STREAMLINING

        Our success also depends on our ability to improve productivity
   and streamline operations to control and reduce costs.  We need to do
   this while maintaining consistently high customer service levels and
   making substantial investments in new product development and in

                                      2



   marketing our end-user brands.  Our objective is to become our
   retailer customers' low-cost provider and global supplier of choice. 
   To do this, we will need to continuously improve our manufacturing
   efficiencies and develop sources of supply on a world-wide basis.

        The Company has within the last year added or promoted more than
   60 executives.  The Company's long-term success depends on its ability
   to integrate these management changes.

   ACQUISITION INTEGRATION

        The acquisition of companies that sell name-brand, staple
   consumer product lines to volume purchasers has historically been one
   of the foundations of our growth strategy.  Over time, our ability to
   continue to make sufficient strategic acquisitions at reasonable
   prices and to integrate the acquired businesses successfully,
   obtaining anticipated cost savings and operating income improvements
   within a reasonable period of time, will be important factors in our
   future growth.

   FOREIGN OPERATIONS

        Foreign operations, which include manufacturing and/or sourcing
   in many countries in Europe, Asia, Central and South America and
   Canada, are increasingly important to our business.  Foreign
   operations can be affected by factors such as currency devaluation,
   other currency fluctuations and the Euro currency conversion, tariffs,
   nationalization, exchange controls, interest rates, limitations on
   foreign investment in local business and other political, economic and
   regulatory risks and difficulties.






















                                      3