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, 1999                            1-9608

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


                  DELAWARE                               36-3514169
        (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

                 Newell Center
          29 East Stephenson Street
               Freeport, Illinois                         61032-0943
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (Zip Code)

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

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


                                           NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                ON WHICH REGISTERED
        -------------------                ---------------------

   Common Stock, $1 par value per share,   New York Stock Exchange
   and associated Common Stock Purchase    Chicago Stock Exchange
   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 282.0 million shares of the Registrant's Common Stock
   outstanding as of December 31, 1999.  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 $8,178 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 10, 2000.
































                                     -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 manufacturer and full-service marketer of staple
   consumer products sold to high-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 brand
   name, staple consumer products, which are concentrated in product
   categories with relatively steady demand not dependent on changes in
   fashion, technology or season, and to differentiate itself by
   emphasizing superior customer service.  The Company's multi-product
   offering consists of staple consumer products in three business
   segments: Household Products, Hardware and Home Furnishings and Office
   Products.  The Company's primary financial goals are to achieve above
   average sales and earnings growth, to achieve an annual return on
   beginning equity of 20% and to maintain a conservative level of debt.

        The Company's growth strategy emphasizes acquisitions and
   internal growth.  The Company has grown both domestically and
   internationally by acquiring businesses with brand name product lines
   and improving the profitability of such businesses through an
   integration process called "Newellization." Since 1990, the Company
   has completed more than 20 major acquisitions (excluding Rubbermaid)
   representing more than $3 billion in additional sales.  The Company
   supplements acquisition growth with internal growth, 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.

        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, capital expenditures,
   dividends, capital structure, free cash flow, debt to capitalization
   ratios, interest rates, internal growth rates, Euro conversion plans
   and related risks, Year 2000 plans and related risks, 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; and that actual results could differ materially from
   those expressed or implied in the forward-looking statements.  Factors
   that could cause actual results to differ include, but are not limited

                                     -3-





   to, those matters set forth in this Report, the documents incorporated
   by reference herein and Exhibit 99 to this Report.

   Product Groups
   --------------

        The Company's three business segments are Household Products,
   Hardware and Home Furnishings and Office Products.

                             HOUSEHOLD PRODUCTS

   Household Products
   ------------------

        The Company's Household Products business is conducted by the
   Rubbermaid Home Products, Curver (Europe) and  Goody divisions. 
   Rubbermaid Home Products and Curver design, manufacture or source,
   package and distribute indoor and outdoor organization, storage, and
   cleaning products.  Goody is a leading manufacturer of hair care
   accessories. 

        Rubbermaid Home Products, Curver and Goody products are primarily
   sold under the Rubbermaid{R}, Curver{R}, Ace{R}, Wilhold{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.

        Principal U.S. facilities are located in Phoenix, Arizona;
   Centerville, Iowa; Winfield, Kansas; Greenville, North Carolina;
   Wooster, Ohio; Mogadore, Ohio; Cleburn, Texas; Manchester, Georgia;
   and Greenville, Texas.  Principal foreign facilities are located in
   Muhltal, Germany; Mississauga, Ontario; Amiens, France; Lomme, France;
   Grossiat, France; Dreiech, Germany; Debrecen, Hungary; Cartagena,
   Mexico; Brunssum, Netherlands; Goirle, Netherlands; Seupsk, Poland;
   Zaragoza, Spain; and Corby, United Kingdom.   

   Food Preparation, Cooking and Serving
   -------------------------------------

        The Company's Food Preparation, Cooking and Serving business is
   conducted by the Mirro, Panex and Calphalon cookware and bakeware
   divisions and the Anchor Hocking and Newell Europe glassware
   divisions.  Mirro and Panex primarily design, manufacture, package and
   distribute aluminum and steel cookware and bakeware for the U.S. and
   Latin American retail marketplace.  Mirro also 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

                                     -4-





   makes aluminum and plastic kitchen tools and utensils.  Mirro
   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 cookware and bakeware for the department/specialty store
   marketplace.  Anchor Hocking and Newell Europe 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 only. 

        Mirro and Calphalon products are sold primarily under the
   trademarks Mirro{R}, WearEver{R}, Calphalon{R}, Regal{R}, Panex{R},
   Penedo{TM}, Rochedo{TM} and Clock{TM}, AirBake{R}, Cushionaire{R},
   Concentric Air{R}, Channelon{R}, WearEver Air{R}, Club{R}, Royal
   Diamond{R} and Kitchen Essentials{TM}.  Anchor Hocking products are
   sold primarily under the trademarks Anchor{R}, Anchor Hocking{R} and
   Oven Basics{R}.   Newell Europe's products are sold primarily under
   the trademarks of Pyrex{R}, Vision{R} 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}.

        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.

        Principal U.S. facilities are located in Manitowoc and Chilton,
   Wisconsin; Toledo, Ohio; Lancaster, Ohio and Monaca, Pennsylvania. 
   Principal foreign facilities are located in Sao Paulo, Brazil;
   Sunderland, Great Britain; Muhltal, Germany; and Chateauroux, France.

   Infant/Juvenile Care & Play
   ---------------------------

        The Company's Infant/Juvenile Care & Play business is conducted
   by the Graco/Century and Little Tikes divisions.  These businesses

                                     -5-





   design, manufacture or source, package and distribute infant and
   juvenile products such as high chairs, infant seats, strollers, play
   yards, ride-ons and outdoor activity play equipment.

        Graco/Century and Little Tikes are primarily sold under the
   Graco{R}, Little Tikes{R} and Century{R} trademarks.

        Graco/Century and Little Tikes 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.

        Principal U.S. facilities are located in City of Industry,
   California; Hudson, Ohio; Sebring, Ohio; Macedonia, Ohio; Elverson,
   Pennsylvania; and Greer, South Carolina.  The principal foreign
   facility is located in Niedercorn, Luxembourg. 

   Commercial Products
   -------------------

        The Company's Commercial Products business is conducted by
   Rubbermaid Commercial Products division, which 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.   The products of Rubbermaid Commercial Products are sold
   under the Rubbermaid{R}, Carex{R} and Brute{R} trademarks.

        Rubbermaid Commercial Products markets its products directly and
   through distributors to commercial channels and home centers using a
   direct sales force.

        Principal U.S. facilities are located in Cleveland, Tennessee;
   Winchester, Virginia; and Farmington, Missouri.  The principal foreign
   facility is located in Cadereyta, Mexico.


                        HARDWARE AND HOME FURNISHINGS
                        -----------------------------

   Hardware and Tools
   ------------------

        The Company's hardware and tools business is conducted by the
   Amerock Cabinet and Window Hardware Systems, Bulldog Fastener, EZ
   Paintr, BernzOmatic, Lee Rowan and Newell Hardware Europe divisions. 
   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.  Bulldog
   packages and distributes hardware, which includes bolts, screws and
   mechanical fasteners.  EZ Paintr manufactures and distributes manual

                                     -6-





   paint applicator products.  BernzOmatic manufactures and distributes
   propane/oxygen hand torches.  Lee Rowan primarily designs,
   manufactures or sources, packages and distributes wire storage and
   laminate products and ready-to-assemble closet organization and work
   shop cabinets.    Newell Hardware Europe is a manufacturer and
   marketer of shelving and storage products, cabinet hardware and
   functional trims.

        Amerock, Bulldog, EZ Paintr, BernzOmatic, Lee Rowan and Newell
   Hardware Europe products are sold primarily under the trademarks
   Amerock{R}, Allison{R}, Bulldog{R}, EZ Paintr{R}, BernzOmatic{R},
   Doorfile{R}, Lee Rowan{R}, System Works{R}, Douglas Kane{R}, Spur{R},
   Nenplas{R}, Homelux{R} and Ashland{TM}.

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

        Principal facilities are located in Rockford, Illinois; St.
   Francis, Wisconsin; Jackson, Missouri; Vista, California; and Medina,
   New York.  The principal foreign facilities are located in Watford,
   Ontario, Canada; Borken, Germany; Birmingham, United Kingdom;
   Ashbourne, United Kingdom; and Watford Hurts, United Kingdom.

   Window Furnishings
   ------------------

        The Company's window furnishings business is conducted by the
   Levolor Home Fashions, Newell Window Furnishings and Newell Window
   Fashions Europe divisions.  Levolor Home Fashions and Newell Window
   Furnishings primarily design, manufacture or source, package and
   distribute drapery hardware, made-to-order and stock horizontal and
   vertical blinds, and pleated, cellular and roller shades for the
   retail marketplace.  Levolor Home Fashions 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.

        Levolor Home Fashions, Newell Window Furnishings and Newell
   Window Fashions Europe products are sold primarily under the
   trademarks Newell{R}, Levolor{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}.

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

                                     -7-





   managers.  Newell Window Fashions Europe markets its products to mass
   merchants and buying groups using a direct sales force.

        Principal U.S. facilities are located in Freeport, Illinois; High
   Point, North Carolina and Sturgis, Michigan.  Principal foreign
   facilities are located in Ablis, France;  Isny, Germany; Milan, Italy;
   Lisbon, Portugal; Vitoria, Spain; Malmo, Sweden; and Tamworth, Great
   Britain.

   Picture Frames and Albums
   -------------------------

        The Company's picture frames and albums business is conducted by
   the Intercraft/Burnes and Newell Frames and Albums Europe divisions. 
   These divisions primarily design, manufacture or source, package and
   distribute wood, wood composite and metal ready-made picture frames
   and photo albums.

        Intercraft/Burnes ready-made picture frames are sold primarily
   under the trademarks Intercraft{R}, Decorel{R}, Burnes of Boston{R},
   Carr{R}, Rare Woods{R} and Terragrafics{R}, while photo albums are
   sold primarily under the Holson{R} trademark.  Newell Frames and
   Albums Europe products are sold primarily under the trademarks
   Albadecor{R} and Panodia{R}. 

         Intercraft/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 Frames and Albums
   Europe markets its products to mass merchants, buying groups and the
   do it yourself market using a direct sales force. 

        Principal U.S. facilities are located in Taylor, Texas;
   Statesville, North Carolina; Claremont, New Hampshire; and Covington,
   Tennessee; principal foreign facilities are located in Mississauga,
   Ontario, Canada; St. Laurent Sur Gorre, France; Neunge Sur Beuvron,
   France; La Ferte Milon, France; and Durango, Mexico.


                               OFFICE PRODUCTS

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

        The Company's Markers and Writing Instruments business is
   conducted by the Sanford North America, Sanford International and
   Cosmolab divisions.  Sanford North America primarily designs,
   manufactures or sources, packages and distributes permanent/waterbase
   markers, dry erase markers, overhead projector pens, highlighters,

                                     -8-





   wood-cased pencils, ballpoint pens and inks, and other art supplies,
   and 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.  Cosmolab
   primarily designs and manufactures, packages and distributes private
   label cosmetic pencils for commercial customers.

        Sanford products are sold primarily under the trademarks
   Sanford{R}, Eberhard Faber{R}, Berol{R}, Grumbacher{R}, Reynolds{R},
   Rotring{R}, Sharpie{R}, Uni-Ball{R} (used under exclusive license from
   Mitsubishi Pencil Co. Ltd. and its subsidiaries), Expo{R}, Accent{R},
   Vis-a-Vis{R}, Expresso{R} and Mongol{R}.

        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.

        Principal U.S. facilities are located in Bellwood, Illinois and
   Lewisburg and Shelbyville, Tennessee.  Principal foreign facilities
   are located in Tlalnepantla, Mexico; Bogota, Colombia; Maracay,
   Venezuela; Kings Lynn, United Kingdom; Oakville, Ontario, Canada;
   Pasteje, Mexico; Valence, France; and Hamburg, Germany.

   Office Products
   ---------------

        The Company's office products business is conducted through its
   Newell Office Products division.  Newell Office Products primarily
   designs, manufactures or sources, packages and distributes desktop
   accessories, computer accessories, storage products, card files and
   chair mats.

        Newell Office Products markets its products under the Rolodex{R},
   Eldon{R}, Rogers{R} and Rubbermaid{R} trademarks.

        Newell 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.

        Principal facilities are located in Moca, Puerto Rico; Maryville,
   Tennessee; and Madison, Wisconsin.


                                     -9-





   Net Sales by Industry 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 three
   operating segments. Sales to Wal-Mart Stores, Inc. and subsidiaries
   amounted to approximately 12% of consolidated net sales in 1999, 14%
   in 1998 and 15% in 1997.  Sales to no other customer exceeded 10% of
   consolidated net sales.


<TABLE>
<CAPTION>
                                                                % of                     % of                      % of
                                                   1999        total        1998        total        1997          total
                                                   ----        -----        ----        -----        ----          -----
                                                                     (In millions, except percentages)
       Household Products Segment:
       <S>                                      <C>             <C>      <C>  
         Household Products                     $1,345.6        21%      $ 1,492.7       24%      $1,307.7           23%
         Food Preparation, Cooking & Serving       763.3        12%          768.8       12%         780.6           14%
         Infant/Juvenile Care & Play               807.6        13%          736.4       12%         727.3           13%
         Commercial Products                       418.5         6%          387.4        7%         384.0            7%
                                                --------         --      ---------        --      --------            --
          Total Household Products
            Segment                             $3,335.0        52%      $ 3,385.3       55%      $3,199.6           57%

       Hardware & Home Furnishings Segment:

         Window Furnishings                     $  914.9        14%      $   808.7       13%      $   562.6          10%
         Hardware & Tools                          585.1         9%          562.8        9%          562.8          10%
         Picture Frames & Albums                   397.2         7%          386.6        6%          359.4           6%
                                                --------         --      ---------        --      ---------           --
           Total Hardware & Home Furnishings
             Segment                            $1,897.2        30%      $1,758.1        28%       1,484.8           26%
       Office Products Segment:
         Markers & Writing Instruments          $  926.2        14%      $  714.7        12%      $  601.4           11%

         Office Products                           254.7         4%         254.9         4%         267.7            5%
         School Supplies & Stationery(1)              -           -          70.7         1%          87.9            1%
                                                --------         --      --------         --      --------            --
           Total Office Products Segment        $1,180.9        18%       1,040.3        17%         957.0           17%

       Total Company                            $6,413.1       100%      $6,183.7       100%      $5,641.4          100%
                                                ========        ===      ========        ===      ========           ===
</TABLE>


     (1)  On August 21, 1998, the Company sold its Stuart Hall school
        supplies and stationery business.

   Certain 1998 and 1997 amounts have been reclassified to conform with
   the 1999 presentation.

                                    -10-





   Export Sales
   ------------

        The Company's export sales business, defined as sales of products
   made in the U.S. and sold abroad, is conducted through its Newell
   International division.  For purposes of the table immediately above,
   sales attributable to the Newell International division are allocated
   to the operating segment that manufactured the products.

                               GROWTH STRATEGY

        The Company's growth strategy emphasizes acquisitions and
   internal growth.  The Company has grown 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. 
   The Company supplements acquisition growth with internal growth,
   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.

   Acquisitions and Integration
   ----------------------------

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

        The Company primarily grows 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.

   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

                                    -11-





   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 and trimming excess costs.

        Newellization also builds partnerships with customers and
   improves sales mix profitability through program merchandising
   techniques.  The Newellization process usually takes approximately two
   to three years to complete.

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

        The second element of the Company's growth strategy is internal
   growth.  Once an acquired business has been Newellized, the Company's
   strategy is to build profitable sales and contribute to the Company's
   internal growth.  Avenues for internal growth include 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's goal is to achieve an internal growth rate of 3-5% per year. 
   Internal growth is defined by the Company as growth from its "core
   businesses," which include continuing businesses owned more than two
   years and minor acquisitions.  The Company intends to continue to
   pursue internal growth opportunities to complement its acquisition
   growth.

   International
   -------------

        The Company is pursuing international opportunities to further
   its acquisition and internal growth 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 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 23% of total sales in 1999 from 15%
   in 1997.

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






                                    -12-






                         MARKETING AND DISTRIBUTION

   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.

   Information Technology
   ----------------------

        The Company is an industry leader in the application of
   Electronic Data Interchange ("EDI") technology, an electronic link
   between the Company and many of its retail customers and invests in
   advanced computer systems.  The Company uses EDI to receive and
   transmit purchase orders, invoices and payments.  With the replacement
   of paper-based processing with computer-to-computer business
   transactions, EDI has cut days off the order/shipping cycle.

        Building upon its EDI expertise, the Company has established
   "Quick Response" programs with several major customers.  These
   programs allow the Company to implement customized features such as
   vendor-managed inventories in which the Company manages certain or all
   aspects of inventory of several product categories at customer
   locations.  The Company's experience is that its customers benefit
   from such programs by increased inventory turnover and reduced
   customer waiting periods for out-of-stock product.

   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 1999,

                                    -13-





   approximately 98% of the items ordered by customers were shipped on
   time, typically within two to three days of the customer's order.

   Marketing and Merchandising
   ---------------------------

        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 merchandising 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.

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

   Corporate Structure
   -------------------

        By decentralizing its manufacturing and marketing efforts while
   centralizing key administrative functions, the Company seeks to foster
   a responsive entrepreneurial culture.  The Company's divisions
   concentrate on designing, manufacturing, merchandising, selling their
   products and servicing their customers, which facilitates product
   development and responsiveness to customers.  Administrative functions
   that are centralized at the corporate level include cash management,
   accounting systems, capital expenditure approvals, order processing,
   billing, credit, accounts receivable, data processing operations and

                                    -14-





   legal functions.  Centralization concentrates technical expertise in
   one location, making it easier to observe overall business trends and
   manage the Company's businesses.

   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.   Household products typically have higher sales in
   the second half of the year due to retail stocking related to the
   holiday season; Hardware and Home Furnishings products have higher
   sales in the second and third quarters due to an increased level of
   do-it-yourself projects completed in the summer months; and Office
   Products have higher sales in the second and third quarters due to the
   back-to-school season.  Because these seasonal trends are moderate,
   the Company's consolidated quarterly sales do not fluctuate
   significantly, unless a significant acquisition is made.

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

        Information regarding the Company's 1999, 1998 and 1997 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.

   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 rapid growth of high-volume retailers, such as discount
   stores and warehouse clubs, home centers and hardware stores, and
   office superstores and contract stationers, together with changes in
   consumer shopping patterns, have contributed to a significant

                                    -15-





   consolidation of the U.S. retail industry and the formation of
   dominant multi-category retailers.  Other trends among retailers are
   to require manufacturers to maintain or reduce product prices or
   deliver products with shorter lead times, or for the retailer to
   import generic products directly from foreign sources.  The
   combination of these market influences creates a highly competitive
   environment in which the Company's principal customers continuously
   evaluate which product suppliers to use, resulting in pricing
   pressures and the need for ongoing 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 12% of
   net sales in 1999.  Other top ten customers included Kmart, The Home
   Depot, Toys 'R Us, The Office Depot, Target, JCPenney, United
   Stationers, Office Max and Lowe's.

        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 44,000 employees worldwide, of whom
   9,668 are covered by collective bargaining agreements or, in certain
   countries, other collective arrangements decreed by statute.


 
  ITEM 2.  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 industry segment: 
   Household Products, Hardware & Home Furnishings and Office Products. 
   These are the primary manufacturing locations and in many instances

                                    -16-





   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 Beloit, Wisconsin, which is an owned facility
   occupying approximately 9,000 square feet.  The corporate offices are
   located in Illinois in owned facilities at Freeport (approximately
   91,000 square feet) and in owned and leased space in Rockford
   (approximately 8,700 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
      INDUSTRY SEGMENT            LOCATION       CITY              LEASED        GENERAL CHARACTER
      ----------------            --------       ----              ------        -----------------
      <S>                         <C>            <C>               <C>           <C>
      HOUSEHOLD PRODUCTS             OH          Lancaster              O        Glassware & Bakeware
                                     PA          Monaca                 O        Glassware & Food Service
                                   France        Chateauroux            O        Glassware & Bakeware
                               United Kingdom    Sunderland             O        Glassware & Bakeware
                                     OH          Perrysburg             O        Cookware
                                     WI          Manitowoc              O        Cookware & Bakeware - 5 facilities
                                     WI          Chilton                O        Cookware Components
                                   Brazil        Sao Paulo              L        Cookware
                                   Germany       Muhltal                O        Plastic Storage Ware
                                     AZ          Phoenix                O        Home Products
                                     IA          Centerville            O        Home Products
                                     KS          Winfield               O        Home Products - 2 facilities
                                     NC          Greenville             O        Home Products
                                     OH          Wooster                O        Home Products
                                     OH          Mogadore               O        Home Products
                                   Ontario       Mississauga            O        Home Products
                                     TX          Cleburne               O        Home Products
                                     TX          Greenville             O        Home Products
                                   France        Amiens                 O        Home Products
                                   France        Lomme                  L        Home Products
                                   France        Grossiat               O        Home Products
                                   Germany       Dreieich               O        Home Products
                                   Hungary       Debrecen               L        Home Products
                                   Mexico        Cartagena              O        Home Products
                                 Netherlands     Brunssum               O        Home Products
                                 Netherlands     Goirle                 O        Home Products 
                                   Poland        Seupsk                 O        Home Products
                                    Spain        Zaragoza               O        Home Products
                               United Kingdom    Corby                  O        Home Products
                                     TN          Cleveland              O        Commercial Products - 2 facilities
                                     VA          Winchester             L        Commercial Products - 2 facilities
                                   Mexico        Cadereyta              O        Commercial Products
                                     MO          Farmington             O        Outdoor Play Systems


                                                             -17-






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

                                     CA          City of                L        Juvenile Products
                                                 Industry
                                     OH          Hudson                 O        Juvenile Products
                                     OH          Sebring                O        Juvenile Products
                                 Luxembourg      Niedercorn             O        Juvenile Products
                                     OH          Macedonia              O        Infant Products
                                     PA          Elverson               O        Infant Products
                                     SC          Greer                  L        Infant Products
                                     GA          Manchester             O        Hair Accessories - 2 facilities

      HARDWARE & HOME
      FURNISHINGS
                                     IL          Rockford               O        Cabinet & Window Hardware
                                     IN          Lowell                 O        Window Hardware
                                     TN          Johnson City           O        Paint Applicators
                                     WI          Milwaukee              O        Paint Applicators
                                     NY          Ogdensburg             O        Small Hardware
                                     NY          Medina                 O        Propane/Oxygen Hand Torches
                                     NC          Statesville            O        Picture Frames
                                     NH          Claremont              O        Picture Frames & Photo Albums
                                     TX          Taylor                 O        Picture Frames
                                   Mexico        Durango                O        Picture Frames
                                   Mexico        Tijuana                L        Picture Frames
                                   France        St. Laurent Sur        O        Picture Frames
                                                 Gorre
                                   France        Neunge Sur             O        Picture Frames
                                                 Beuvion
                                                 Milon
                                   France        La Ferte Milon         O        Picture Frames
                                     IL          Freeport               O        Window Treatments
                                     GA          Athens                 O        Window Treatments
                                     CA          Westminster            L        Window Treatments - 3 facilities
                                     UT          Salt Lake City         L        Window Treatments
                                     PA          Shamokin               O        Window Treatments
                                     TX          Waco                   O        Window Treatments
                                     IL          Holland                L        Window Treatments
                                     NJ          Rockaway               L        Window Treatments
                                     NC          High Point             O        Window Treatments
                                     UT          Ogden                  O        Window Treatments
                                     MI          Sturgis                O        Window Treatments
                                   Denmark       Hornum                 O        Window Treatments
                                   France        Tremblay-les-          O        Window Treatments
                                                 Villages
                                   France        Feuquieres-en-         O        Window Treatments
                                                 Vimeu
                                   Germany       Borken                 L        Window Treatments
                                   Germany       Isny                   O        Window Treatments

                                                             -18-






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

                                    Italy        Como                   O        Window Treatments
                                    Italy        Frosinone              O        Window Treatments
                                    Spain        Vitoria                O        Window Treatments
                                   Sweden        Anderstorp             O        Window Treatments
                                   Sweden        Malmo                  O        Window Treatments
                               United Kingdom    Birmingham            O/L       Window Treatments
                               United Kingdom    Ashbourne              O        Window Treatments
                               United Kingdom    Watford Herts          L        Window Treatments
                               United Kingdom    Tamworth               O        Window Treatments
                                     CA          Vista                  O        Home Storage Systems
                                     MO          Jackson                O        Home Storage Systems
                                   Ontario       Watford                O        Home Storage Systems 

      OFFICE PRODUCTS                TN          Maryville              O        Office & Storage Organizers 
                                     WI          Madison                O        Office & Storage Organizers - 4 facilities
                                 Puerto Rico     Moca                   O        Office & Storage Organizers
                                     TN          Lewisburg              O        Cosmetic Pencils
                                     IL          Bellwood               O        Writing Instruments - 3 facilities
                                     TN          Lewisburg              O        Writing Instruments
                                     TN          Shelbyville            O        Writing Instruments - 2 facilities
                                   Germany       Hamburg                O        Writing Instruments
                                   Mexico        Tlalnepantla           O        Writing Instruments
                                   Mexico        Pasteje                L        Writing Instruments
                                  Colombia       Bogota                 O        Writing Instruments
                               United Kingdom    Kings Lynn             O        Writing Instruments
                                  Venezuela      Maracay                O        Writing Instruments
                                   France        Valence                O        Writing Instruments
</TABLE>



     ITEM 3.  LEGAL PROCEEDINGS

        Information regarding legal proceedings is included in Note 15 to
   the consolidated financial statements and is incorporated by reference
   herein.



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

        There were no matters submitted to a vote of the Company's
   shareholders during the fourth quarter of fiscal year 1999.

   SUPPLEMENTARY ITEM - EXECUTIVE OFFICERS OF THE REGISTRANT AS OF
   12/31/99.






                                    -19-





<TABLE>
<CAPTION>

     Name                      Age     Present Position With the Company
     ----                      ---     ---------------------------------
     <S>                       <C>     <C>
     John J. McDonough         63      Chief Executive Officer 

     Thomas A. Ferguson, Jr.   52      President and Chief Operating Officer

     William T. Alldredge      59      President-International Business Development

     Dale L. Matschullat       54      Chief Financial Officer

     Richard C. Dell           53      Group President 

     William J. Denton         55      Group President 

     Robert S. Parker          54      Group President

     Gilbert A. Niesen         55      Vice President - Personnel Relations

     Jeffrey J. Burbach        43      Vice President - Controller
</TABLE>


     John J. McDonough has been Vice Chairman and Chief Executive Officer
   of the Company since January 1, 1998 and a Director since 1992.  He
   was Senior Vice President-Finance of the Company from November 1981
   through April 1983.  Mr. McDonough has also been President and Chief
   Executive Officer of McDonough Capital Company LLC (an investment
   management company) since April 1995.  Prior thereto, he was Vice
   Chairman and a Director of Dentsply International Inc. (a manufacturer
   and distributor of dental and medical x-ray equipment and other dental
   products) from 1983 through October 1995, and was Chief Executive
   Officer from April 1983 through February 1995.

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

   William T. Alldredge was appointed President-International Business
   Development in November 1999.  He was Vice President-Finance of the
   Company from August 1983 to November 1999.

   Dale L. Matschullat has been the Chief Financial Officer since
   December 1999. He was Vice President-General Counsel from September
   1989 to December 1999.

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

   William J. Denton has been Group President since March 1990.  From
   April 1989 to March 1990, he was Vice President-Corporate Controller. 


                                    -20-





   He was President of Anchor Hocking Glass from August 1987 to April
   1989.

   Robert S. Parker has been Group President since August 1998.  He was
   President of Sanford Corporation from February 1992 to August 1998.

   Gilbert A. Niesen has been Vice President-Personnel Relations since
   May 1998.  He was Vice President of Human Resources of the Mirro
   Division from March 1994 to May 1998, and Vice President of Human
   Resources of Amerock Corporation from December 1987 to March 1994.

   Jeffrey J. Burbach has been Vice President-Controller since June 1999. 
   He was President of EZ Paintr from December 1994 to June 1999. He was
   President of BernzOmatic from September 1992 to December 1994. 







































                                    -21-






                                   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, 1999, there were
   29,404 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.


<TABLE>
<CAPTION>

                                      1999                                 1998                              1997
                          ---------------------------           ---------------------------         ----------------------
                             High              Low                 High             Low                High          Low
                             ----              ---                 ----             ---                ----          ---
       <S>              <C>              <C>                   <C>             <C>                 <C>            <C>       
       Quarters:
       First            $  50            $  36 3/8             $  50 3/16      $  40 7/8           $ 38 3/8       $30 3/8

       Second              52               40 1/8                49 3/16         45 7/16            40 1/16       32 7/8
       Third               47 11/16         27 3/16               54 7/16         43 3/16            43 1/4        37 1/2
       Fourth              36 1/2           26 1/4                49 1/16         37 3/16            43 3/16       35 1/8

</TABLE>


              The Company has paid regular cash dividends on its Common Stock
   since 1947.  On February 1, 2000, the quarterly cash dividend was
   increased to $0.21 per share 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, which was
   an increase from the $0.16 per share paid since February 11, 1997.

        Information about 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 Note 6 to the consolidated financial statements and is
   incorporated by reference herein.
















                                    -22-






   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>
                                               1999           1998            1997           1996            1995
                                               ----           ----            ----           ----            ----
                                                             (In thousands, except per share data)
       <S>                                  <C>             <C>            <C>            <C>             <C>
       INCOME STATEMENT DATA
       Net sales                            $6,413,074      $6,183,674     $5,641,441     $5,233,930      $4,837,953

       Cost of products sold                 4,671,875       4,360,860       4,005,958     3,669,559       3,432,132
                                            ----------      ----------     ----------     ----------       ---------
               Gross income                  1,741,199       1,822,814       1,635,483     1,564,371       1,405,821

       Selling, general and
               administrative expenses       1,104,491         967,916         838,871       789,887         708,242
       Restructuring Costs                     246,381         115,154          37,200        -              158,000
       Trade names and goodwill
               amortization and other           46,722          59,405         119,743        30,487          23,964
                                            ----------       ---------        --------      --------         -------
               Operating income                343,605         680,339         639,663       735,007         515,615
       Nonoperating expenses (income):

               Interest expense                100,021         100,514         114,357        84,822          65,125
               Other, net                       12,645        (237,148)        (19,284)      (23,127)        (22,296)
                                             ---------       ---------      ---------      ---------       ---------
                        Net                    112,666        (136,634)         95,073        61,695          42,829
                                             ---------       ---------       --------- ---------       ---------
       Income before income taxes              230,939         816,973         544,590       673,312         472,786
               Income taxes                    135,502         335,139         222,973       261,872         186,539
                                             ---------       ---------       --------- ---------       ---------
                        Net income           $  95,437       $ 481,834   $    321,617      $ 411,440       $ 286,247
                                             =========       =========     ==========      =========       =========

       Earnings Per Share

               Basic                         $     0.34    $      1.72        $  1.15       $  1.46        $   1.00  
               Diluted                       $     0.34    $      1.70        $  1.14       $  1.46        $   1.00  
       Dividends per share                   $     0.80    $      0.76        $   .70       $  0.63        $   0.55  
       Weighted Average Shares
         Outstanding
               Basic                           281,806         280,731         280,300       280,894         286,461
               Diluted                         281,806         291,883         281,653       281,482         286,779






                                                             -23-





                                               1999           1998            1997           1996            1995
                                               ----           ----            ----           ----            ----
                                                             (In thousands, except per share data)
       BALANCE SHEET DATA
       Inventories                          $1,034,794      $1,033,488    $   902,978      $ 801,255     $   769,762

       Working capital                      1,108,700        1,278,768       1,006,624       953,890         899,158
       Total assets                          6,724,088       6,289,155       5,775,248     5,112,410       4,656,718
       Short-term debt                         247,433         101,968         258,201       154,555         287,546
       Long-term debt, net of current
               maturities                    1,455,779       1,393,865         989,694     1,197,486         782,744
       Stockholders' equity                  2,697,006       2,843,732       2,661,417 2,513,722       2,436,958
</TABLE>


   1996
   ----

        On January 19, 1996, the Company acquired the Holson Burnes
   Group, Inc. ("Holson Burnes"), a manufacturer and marketer of photo
   albums and picture frames.  Holson Burnes was combined with
   Intercraft, creating the Intercraft/Burnes division.  

        The transaction was accounted for as a purchase; therefore the
   results of operations are included in the accompanying consolidated
   financial information since their respective dates of acquisition. 

   1995
   ----

        On October 2, 1995, the Company acquired Decorel Incorporated
   ("Decorel"), a manufacturer and marketer of ready-made picture frames. 
   Decorel was combined with Intercraft.  On November 2, 1995, the
   Company acquired Berol Corporation ("Berol"), a designer, manufacturer
   and marketer and markers and writing instruments.  Berol was combined
   with Sanford. The U.S. component of Berol is operated as part of the
   Sanford North America division.  The international piece is operated
   as part of Sanford International.  For these and other minor 1995
   acquisitions, the Company paid $210.6 million in cash, issued 379,507
   shares of the Company's Common Stock (valued at approximately $9.5
   million) and assumed $144.2 million of debt.

        The transactions were accounted for as purchases; therefore
   results of operations are included in the accompanying consolidated
   financial information since their respective dates of acquisition. 
   The acquisition costs were allocated to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $181.1 million.

   Subsequent Years
   ----------------



                                    -24-





        Information regarding businesses acquired in the last three years
   is included in Note 2 to the consolidated financial statements.

   QUARTERLY SUMMARIES

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


<TABLE>
<CAPTION>

       Calendar Year               1st               2nd              3rd               4th              Year
                                   ---               ---              ---               ---              ----
                                                      (In millions, except per share data)
       <S>                         <C>               <C>              <C>               <C>              <C>
       1999
       ----
       Net sales                   $1,516.2          $1,597.3         $1,609.5          $1,690.1         $6,413.1

       Gross income                   423.3             420.8            444.6             452.5          1,741.2
       Net income                     (79.0)             30.1             72.7              71.6             95.4
       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

       1998
       ----
       Net sales                  $ 1,402.1          $1,559.5        $ 1,559.9          $1,662.2         $6,183.7

       Gross income                   396.2             487.0            477.0             461.7          1,822.8
       Net income                     158.5             141.9            117.5              63.9            481.8
       Earnings per share:
            Basic                       0.57              0.51             0.42              0.22              1.72
            Diluted                     0.56              0.50             0.42              0.22              1.70

       1997
       ----
       Net sales                   $1,229.0          $1,436.1         $1,486.1          $1,490.2         $5,641.4

       Gross income                   344.0             419.7            430.1             441.7          1,635.5
       Net income                      71.7              21.4            118.0             110.5            321.6
       Earnings per share:
            Basic                       0.26              0.08             0.42              0.39              1.15
            Diluted                     0.26              0.07             0.42              0.39              1.14

</TABLE>












                                                             -25-






   Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
             OPERATIONS AND FINANCIAL CONDITION

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

   RESULTS OF OPERATIONS

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


<TABLE>
<CAPTION>

                   YEAR ENDED DECEMBER 31,                      1999             1998               1997 

       <S>                                                     <C>              <C>                <C>
       Net sales                                               100.0%           100.0%             100.0%
       Cost of products sold                                    72.8             70.5               71.0 
          GROSS INCOME                                          27.2             29.5               29.0 
                                                               -----            -----              ----- 
       Selling, general and
           administrative expenses                              17.2             15.7               14.9 
       Restructuring costs                                       3.8              1.9                0.7 
       Goodwill amortization                                                                             
           and other                                             0.8              0.9                2.1 
                                                               -----            -----              ----- 
           OPERATING INCOME                                      5.4             11.0               11.3 
       Nonoperating
         (income) expenses:
         Interest expense                                        1.6              1.6                2.0 
         Other, net                                              0.2             (3.8)              (0.3)
                                                               -----             ----              ----- 
         NET NONOPERATING                                                                                
            (INCOME) EXPENSES                                    1.8             (2.2)               1.7 
        INCOME BEFORE                                          -----             ----              ----- 
            INCOME TAXES                                         3.6             13.2                9.6 
       Income taxes                                              2.1              5.4                3.9 
                                                               -----            -----              ----- 
            NET INCOME                                           1.5%             7.8%               5.7%

                                                               =====            =====              ===== 

</TABLE>


     1999 vs. 1998
   -------------

   Net sales for 1999 were $6,413.1 million, representing an increase of
   $229.4 million or 3.7% from $6,183.7 million in 1998. Net sales for
   each of the Company's segments (and the primary reasons for the year-
   to-year changes) were as follows, in millions:






                                    -26-





    YEAR ENDED DECEMBER 31,        1999      1998     % Change     
                                   ----      ----     --------     

    Household Products           $3,335.0  $3,385.3   (1.5)%(1)
    Hardware and
       Home Furnishings           1,897.2   1,758.1    7.9%(2)
    Office Products               1,180.9   1,040.3   13.5%(3)
                                 --------  -------
                                 $6,413.1  $6,183.7    3.7%
                                 ========  ========

   Primary Reasons for Changes:

   (1)  1998 Decora (April 1998) and Newell Plastics (September 1998)
        divestitures and weak sales performance at Rubbermaid Home
        Products and Little Tikes, offset partially by Century (May 1998)
        acquisition+ and strong sales at Graco and Rubbermaid Commercial
        Products.

   (2)  Swish (March 1998), Gardinia (August 1998), Ateliers 28 (April
        1999) and McKechnie (October 1999) acquisitions.

   (3)  7% internal growth* and Rotring (September 1998) and Reynolds
        (October 1999) acquisitions, offset partially by 1998 Stuart Hall
        (August 1998) divestiture.

        +    Acquisitions and divestitures are described in note 2 to the
             consolidated financial statements.

        *    Internal growth is defined by the Company as growth from its
             core businesses, which include continuing businesses owned
             more than two years and minor acquisitions.

   Gross income as a percent of net sales in 1999 was 27.2% or $1,741.2
   million versus 29.5% or $1,822.8 million in 1998.  Excluding costs
   associated with the Rubbermaid and Calphalon mergers and certain
   realignment and other charges of $106.2 million and $27.9 million in
   1999 and 1998, respectively, gross income as a percent of net sales
   was 28.8% in 1999 versus 29.9% in 1998.  This decrease in gross
   margins in 1999 was primarily attributable to promotional commitments
   made prior to the Rubbermaid merger, which affected first half 1999
   results at Rubbermaid Home Products, higher than expected resin and
   other material costs, which affected second half 1999 results, and
   operating inefficiencies at certain glassware and window treatments
   facilities.

   Selling, general and administrative expenses ("SG&A") in 1999 were
   17.2% of net sales or $1,104.5 million versus 15.7% or $967.9 million
   in 1998. Excluding costs associated with the Rubbermaid and Calphalon
   mergers and certain realignment and other charges of $178.8 million
   and  $23.6 million in 1999 and 1998, respectively, SG&A as a percent


                                    -27-





   of net sales was 14.4% or $925.7 million versus 15.2% or $944.3
   million in 1998. This decrease in SG&A expenses is primarily due to
   SG&A savings as a result of integrating Rubbermaid into Newell.

   The Company recorded restructuring charges of $246.4 million in 1999
   and $115.2 million in 1998. See note 3 to the consolidated financial
   statements for a review of the charges.

   Goodwill amortization and other as a percentage of net sales was 0.8%
   in 1999 and 0.9% in 1998. Excluding charges of $15.0 million in 1998
   (which included write-offs of intangible assets), goodwill
   amortization and other was 0.7% of net sales.

   Operating income in 1999 was 5.4% of net sales or $343.6 million
   versus 11.0% or $680.3 million in 1998. Excluding charges as discussed
   above of $531.4 million in 1999 and $181.7 million 1998, operating
   income was $875.0 million or 13.6% in 1999 versus $862.0 million or
   13.9% in 1998.

   Other nonoperating expenses in 1999 were 1.8% of net sales or $112.7
   million versus other nonoperating income of 2.2% or $136.6 million in
   1998. The $249.3 million difference was due primarily to a 1998 net
   pre-tax gain of  $191.5 million on the sale of the Company's stake in
   The Black & Decker Corporation and 1998 net pre-tax gains of $59.8
   million on the sales of Stuart Hall, Newell Plastics and Decora. This
   was offset partially by $3.7 million of Rubbermaid merger transaction
   costs in 1998.

   For 1999 and 1998, the effective tax rates were 58.7% and 41.0%,
   respectively. The increase in 1999 was primarily due to nondeductible
   transaction costs related to the Rubbermaid merger. See note 12 to the
   consolidated financial statements for an explanation of the effective
   tax rate.

   Net income for 1999 was $95.4 million, representing a decrease of
   $386.4 million or 80.2% from 1998. Basic earnings per share in 1999
   decreased 80.2% to $0.34 versus $1.72 in 1998; diluted earnings per
   share in 1999 decreased 80.0% to $0.34 versus $1.70 in 1998. Excluding
   1999 pre-tax charges of $531.4 million ($369.6 million after taxes) as
   discussed above, net income in 1999 was $465.0 million. Excluding 1998
   pre-tax charges of $185.4 million ($119.4 million after taxes), the
   net pre-tax gain on the sale of Black & Decker common stock of $191.5
   million ($116.8 million after taxes) and net pre-tax gains of $59.8
   million ($15.1 million after taxes) on the sales of businesses as
   discussed above, net income in 1998 was $469.3 million.

   1998 vs. 1997
   -------------

   Net sales for 1998 were $6,183.7 million, representing an increase of
   $542.3 million or 9.6% from $5,641.4 million in 1997. Net sales for


                                    -28-





   each of the Company's segments (and the primary reasons for the year-
   to-year changes) were as follows, in millions:


<TABLE>
<CAPTION>

                YEAR ENDED DECEMBER 31,              1998                 1997                 % Change
                                                     ----                 ----                 --------

       <S>                                         <C>                  <C>                     <C>
       Household Products                          $3,385.3             $3,199.6                5.8%(1)
       Hardware and                                 
         Home Furnishings                           1,758.1              1,484.8               18.4%(2)
       Office Products                              1,040.3                957.0                8.7%(3)
                                                   --------             --------               ----
                                                   $6,183.7             $5,641.4                9.6%
                                                   ========             ========               ====
</TABLE>


     PRIMARY REASONS FOR CHANGES:

   (1)  Curver (January 1998), Century (May 1998) and Panex (June 1998)
        acquisitions, offset partially by weak sales performance at
        Mirro, Rubbermaid Home Products and Little Tikes and the
        divestitures of Newell Plastics and Decora.

   (2)  6% internal growth and Kirsch (May 1997), Swish (March 1998) and
        Gardinia (August 1998) acquisitions.

   (3)  8% internal growth and Rolodex (March 1997) and Rotring
        (September 1998) acquisitions, offset partially by Stuart Hall
        divestiture.

   Gross income as a percent of net sales in 1998 was 29.5% or $1,822.8
   million versus 29.0% or $1,635.5 million in 1997. Excluding costs
   associated with the 1998 Calphalon acquisition and certain realignment
   and other charges of $27.9 million, gross income as a percent of net
   sales was 29.9% in 1998. The increase in gross margins was due to
   increases in gross margins at several of the Company's core
   businesses, offset partially by the 1998 acquisitions which had gross
   margins which were lower than the Company's average. As acquisitions
   are integrated, the Company's gross margins generally improve.

   Selling, general and administrative expenses ("SG&A") in 1998 were
   15.7% of net sales or $967.9 million versus 14.9% or $838.9 million in
   1997. Excluding costs associated with the 1998 Calphalon acquisition
   and certain realignment and other charges of $23.6 million, SG&A in
   1998 was 15.3% of net sales. Excluding transaction costs of $21.3
   million related to the sale of Eldon, SG&A in 1997 was 14.5% of net
   sales. The increase in SG&A as a percent of net sales was primarily
   due to increased advertising expenditures at Rubbermaid divisions in
   addition to the 1998 acquisitions, whose spending levels were higher
   than the Company's average. As acquisitions are integrated, the
   Company's SG&A spending levels as a percentage of net sales generally
   decline.


                                    -29-





   The Company recorded restructuring charges of $115.2 million in 1998
   and $37.2 million in 1997. See note 3 to the consolidated financial
   statements for a review of the charges.

   Trade names and goodwill amortization as a percentage of net sales was
   less than 1.0% in both 1998 and 1997, excluding charges of $15.0
   million in 1998 (which included write-offs of intangible assets) and
   $81.0 million in 1997 (write-off of impaired assets).

   Operating income in 1998 was 11.0% of net sales or $680.3 million
   versus 11.3% or $639.7 million in 1997. Excluding restructuring
   charges and costs associated with the 1998 Calphalon acquisition and
   certain realignment and other charges of $181.7 million as discussed
   above, operating income in 1998 was $862.0 million or 13.9% of net
   sales. Excluding restructuring charges, the write-off of impaired
   assets and transaction costs related to Eldon totaling $139.5 million
   as discussed above, operating income in 1997 was $779.2 million or
   13.8% of net sales. The slight increase in operating margins, net of
   charges, was primarily due to increases in operating margins at
   several of the Company's core businesses, offset partially by the 1998
   acquisitions, whose operating margins are improving as they are being
   integrated but operated in 1998 at less than the Company's average
   operating margins.

   Other nonoperating income in 1998 was 2.2% of net sales or $136.6
   million versus other nonoperating expenses of 1.7% or $95.1 million in
   1997. The $231.7 million difference was due primarily to a net pre-tax
   gain of $191.5 million on the sale of the Company's stake in The Black
   & Decker Corporation and pre-tax gains of $59.8 million on the sales
   of Stuart Hall, Newell Plastics and Decora. These transactions were
   partially offset by increases in distributions of $25.2 million
   related to the convertible preferred securities issued by a subsidiary
   trust in December 1997.

   For 1998 and 1997, the effective tax rates were 41.0% and 40.9%,
   respectively. See note 12 to the consolidated financial statements for
   an explanation of the effective tax rate.

   Net income for 1998 was $481.8 million, representing an increase of
   $160.2 million or 49.8% from $321.6 million in 1997. Basic earnings
   per share in 1998 increased 49.6% to $1.72 versus $1.15 in 1997;
   diluted earnings per share in 1998 increased 49.1% to $1.70 versus
   $1.14 in 1997. Excluding 1998 pre-tax charges of $185.4 million
   ($119.4 million after taxes), the net pre-tax gain on the sale of
   Black & Decker stock of $191.5 million ($116.8 million after taxes)
   and the net pre-tax gains of $59.8 million on the sales of Stuart
   Hall, Newell Plastics and Decora ($15.1 million after taxes) as
   discussed above, net income in 1998 was $469.3 million. Excluding 1997
   pre-tax charges of $139.5 million ($103.8 million after taxes) as
   discussed above, net income was $425.4 million in 1997. The 10.3%
   increase in net income, excluding the gains and charges noted above,


                                    -30-





   was primarily due to strong shipments at the Company's core Office
   Products and Hardware and Home Furnishings businesses.

   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 1999 was $554.0 million,
   representing an increase of $76.6 million from $477.4 million for
   1998. 

   The Company has short-term foreign and domestic committed and
   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 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, 1999
   totaled $97.3 million.

   During 1997, the Company amended its revolving credit agreement to
   increase the aggregate borrowing limit to $1,300.0 million. The
   revolving credit agreement will terminate in August 2002. At December
   31, 1999, there were no borrowings under the 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, 1999,
   $718.5 million (principal amount) of commercial paper was outstanding.
   The entire amount is classified as long-term debt because the total
   commercial paper is not expected to be repaid in 2000.

   The revolving credit agreement permits the Company to borrow funds on
   a variety of interest rate terms. This agreement requires, among other
   things, that the Company maintain a certain Total Indebtedness to
   Total Capital Ratio, as defined in this agreement. As of December 31,
   1999, the Company was in compliance with this agreement.

   The Company had outstanding at December 31, 1999 a total of $859.5
   million (principal amount) of Medium-term notes. The maturities on
   these notes range from 5 to 30 years at an average interest rate of
   6.24%.



                                    -31-





   A new universal shelf registration statement became effective in July
   1999. As of December 31, 1999, $750 million of Company debt and equity
   securities may be issued under the shelf.

   Uses
   ----

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

   In 1999, the Company acquired Ateliers 28, Reynolds, McKechnie and
   Ceanothe and made other minor acquisitions for cash purchase prices
   totaling $392.5 million. In 1998, the Company acquired Curver, Swish,
   Century, Panex, Gardinia and Rotring and made other minor acquisitions
   for cash purchase prices totaling $615.7 million. In 1997, the Company
   acquired Rolodex and Kirsch and made other minor acquisitions for cash
   purchase prices totaling $514.2 million. All of these acquisitions
   were accounted for as purchases and were paid for with proceeds
   obtained from the issuance of commercial paper, Medium-term notes and
   notes payable under the Company's lines of credit.

   Capital expenditures were $200.1 million, $318.7 million and $249.0
   million in 1999, 1998 and 1997, respectively. Aggregate dividends paid
   during 1999, 1998 and 1997 were $225.8 million, $212.5 million and
   $193.2 million, respectively.

   Retained earnings decreased in 1999 by $130.5 million. In 1998 and
   1997, retained earnings increased by $269.3 million and $128.4
   million, respectively. The decrease in 1999 versus the increase in
   1998 was due primarily to pre-tax charges of $531.4 million ($369.6
   million after tax) relating primarily to the Rubbermaid acquisition.
   The higher increase in 1998 versus the increase in 1997 was primarily
   due to a pre-tax gain of $191.5 million ($116.8 million after taxes)
   on the sale of the Black & Decker common stock. The dividend payout
   ratio to common stockholders in 1999, 1998 and 1997 was 235%, 45% and
   61%, respectively (represents the percentage of diluted earnings per
   share paid in cash to stockholders).

   Working capital at December 31, 1999 was $1,108.7 million compared to
   $1,278.8 million at December 31, 1998 and $1,006.6 million at December
   31, 1997. The current ratio at December 31, 1999 was 1.68:1 compared
   to 2.09:1 at December 31, 1998 and 1.81:1 at December 31, 1997.  

   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 .33:1 at December 31,
   1999, .30:1 at December 31, 1998 and .26:1 at December 31, 1997.

   The Company believes that cash provided from operations and available
   borrowing facilities will continue to provide adequate support for the


                                    -32-





   cash needs of existing businesses; however, certain events, such as
   significant acquisitions, could require additional external financing.

   Subsequent to December 31, 1999, the Company announced a stock
   repurchase program of up to $500.0 million of the Company's
   outstanding common stock. The repurchase program will remain in effect
   until December 31, 2000 and will be financed through the use of
   working capital and commercial paper.

   LEGAL AND ENVIRONMENTAL MATTERS

   The Company is subject to certain legal proceedings and claims,
   including various environmental matters, that have arisen in the
   ordinary conduct of its business or have been assumed by the Company
   when it purchased certain businesses. Such matters are more fully
   described in note 15 to the Company's consolidated financial
   statements. Although management of the Company cannot predict the
   ultimate outcome of these matters with certainty, it believes that
   their ultimate resolution, 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.

   YEAR 2000 COMPUTER COMPLIANCE

   Any computer equipment that uses two digits instead of four to specify
   the year may be unable to interpret dates beyond the year 1999. This
   "Year 2000" issue could result in system failures or miscalculations
   causing disruptions of operations.

   The Company experienced no significant Year 2000-related issues to
   date. The Company plans to continue monitoring its systems and has a
   response team available in the event that a Year 2000 failure should
   occur.

   As of December 31, 1999, the Company had incurred total expenses of
   approximately $15.4 million in conjunction with the Year 2000
   compliance project. The majority of these expenditures were
   capitalized since they were associated with purchased software that
   would have been replaced in the normal course of business.

   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
   the year ended December 31, 1999, the Company's non-U.S. business
   accounted for approximately 23% of net sales (see note 14 to the
   consolidated financial statements). Growth of both U.S. and non-U.S.
   businesses is shown below: 




                                    -33-





       YEAR ENDED DECEMBER 31,       1999      1998      % CHANGE
       -----------------------       ----      ----       -------

    (In millions)
    Net sales:
    - U.S.                         $4,921.4  $4,825.4      2.0%
    - Non-U.S.                      1,491.7   1,358.3      9.8 
                                   --------  --------
                                   $6,413.1  $6,183.7      3.7%
                                   ========  =========



       YEAR ENDED DECEMBER 31,       1998      1997      % CHANGE
       ----------------------        ----      ----      --------
    (In millions)
    Net sales:
    - U.S.                         $4,825.4  $4,769.5       1.2%
    - Non-U.S.                      1,358.3     871.9      55.8
                                   --------  --------
                                   $6,183.7  $5,641.4       9.6%
                                   ========  ========


   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, 



                                    -34-





   *    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 forward contracts and purchased
   options 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. Derivatives used to hedge intercompany loans are marked
   to market with the corresponding gains or losses included in the
   consolidated statements of 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
   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 have no impact on results of operations or financial condition
   as they represent economic not financial losses.

                                            TIME       CONFIDENCE
                                AMOUNT     PERIOD        LEVEL
                                ------     ------      ---------

    (In millions)
    Interest rates                $3.5     1 day         95%
    Foreign exchange              $5.2     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


                                    -35-





   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.

   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 exiting
   sovereign currencies ("legacy currencies") and the Euro. On January 4,
   1999, the Euro began trading on currency exchanges and became
   available for non-cash transactions, if the parties elect to use it.
   The legacy currencies will remain legal tender through December 31,
   2001. Beginning January 1, 2002, participating countries will
   introduce 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
   commenced an internal analysis of the Euro conversion process to
   prepare its information technology systems for the conversion and
   analyze related risks and issues, such as the benefit of the decreased
   exchange rate risk in cross-border transactions involving
   participating countries and the impact of increased price transparency
   on cross-border competition in these countries.

   The Company believes that the Euro conversion process will not have a
   material impact on the Company's businesses 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, such matters as sales, income, earnings per share,
   return on equity, capital expenditures, dividends, capital structure,
   free cash flow, debt to capitalization ratios, interest rates,
   internal growth rates, the Euro conversion plan and related risks, the
   Year 2000 plan and related risks, legal proceedings and claims
   (including environmental matters), future economic performance,
   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 of this Report.


                                    -36-






 
  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). 


   Item 8.  Financial Statements and Supplementary Data
            -------------------------------------------



   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, 1999, 1998 and 1997, and the related consolidated
   statements of income, stockholders' equity and comprehensive income
   and cash flows for each of the three years in the period ended
   December 31, 1999. We did not audit the financial statements of
   Rubbermaid Incorporated for the two years in the period ended December
   31, 1998.  Rubbermaid was  acquired on March 24, 1999 in a transaction
   accounted for as a pooling of interests, as discussed in note 1 to the
   consolidated financial statements. Such statements are included in the
   consolidated financial statements of Newell Rubbermaid Inc. and
   subsidiaries and reflect total assets and total revenues of 34 percent
   and 40 percent, respectively, in 1998 and 33 percent and 41 percent,
   respectively, in 1997 of the related consolidated totals. These
   statements were audited by other auditors whose report has been
   furnished to us and our opinion, insofar as it relates to the amounts
   included for Rubbermaid Incorporated, is based solely upon the report
   of the other auditors. 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.

   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 and the
   report of the other auditors provide a reasonable basis for our
   opinion.



                                    -37-





   In our opinion, based on our audits and the report of other auditors,
   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, 1999, 1998 and 1997, and the
   results of their operations and their cash flows for each of the three
   years in the period ended December 31, 1999, 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 a required part of the basic financial statements.  This
   schedule has been subjected to the auditing procedures applied in our
   audit of the basic financial statements and, in our opinion, fairly
   states in all material respects the financial data required to be set
   forth therein in relation to the basic financial statements taken as a
   whole.

   ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin, 
   January 26, 2000





   INDEPENDENT AUDITORS' REPORT

   Shareholders and Board of Directors
   Rubbermaid Incorporated:

   We have audited the consolidated balance sheets of Rubbermaid
   Incorporated and subsidiaries (the Company) as of January 1, 1999 and
   December 31, 1997, and the related consolidated statements of
   earnings, shareholders' equity and comprehensive income, and cash
   flows for each of the years in the two-year period ended January 1,
   1999 (the consolidated financial statements are not included herein). 
   These consolidated financial statements are the responsibility of the
   Company's management.  Our responsibility is to express an opinion on
   these consolidated financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit
   to obtain reasonable assurance about whether the financial statements
   are free of 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.



                                    -38-





   In our opinion, the consolidated financial statements referred to
   above present fairly, in all material respects, the financial position
   of Rubbermaid Incorporated and subsidiaries as of January 1, 1999 and
   December 31, 1997, and the results of their operations and their cash
   flows for each of the years in the two-year period ended January 1,
   1999, in conformity with generally accepted accounting principles.

   KPMG LLP



   Cleveland, Ohio
   February 5, 1999, except as to note 15,

        which is as of March 24, 1999







































                                    -39-






<TABLE>
<CAPTION>

         CONSOLIDATED STATEMENTS OF INCOME                                 1999            1998              1997
                                                                          ----             ----              ----
         <S>                                                            <C>             <C>                <C>
         Year Ended December 31,
         (In thousands, except per share data)
         Net sales                                                      $ 6,413,074     $ 6,183,674        $5,641,441
         Cost of products sold                                            4,671,875       4,360,860         4,005,958
                                                                        -----------     -----------        ----------
                  Gross Income                                            1,741,199       1,822,814         1,635,483
         Selling, general and administrative expenses                     1,104,491         967,916           838,877
         Restructuring costs                                                246,381         115,154            37,200
         Goodwill amortization and other                                     46,722          59,405           119,743
                                                                        -----------     -----------        ----------
                  Operating Income                                          343,605         680,339           639,663
                  Nonoperating (income) expenses:
                  Interest expense                                          100,021         100,514           114,357
                  Other, net                                                 12,645        (237,148)          (19,284)
                                                                        -----------      ----------         ---------
                    Net Nonoperating (Income) Expenses                      112,666        (136,634)           95,073
                                                                        -----------      ----------         ---------
                    Income Before Income Taxes                              230,939         816,973           544,590
                                                                            135,502         335,139           222,973
         Income taxes                                                   -----------      ----------         ---------
                  Net Income                                             $   95,437      $  481,834         $ 321,617
                                                                        ===========      ==========         =========
         Earnings per share
                  Basic                                                      $0.34           $1.72              $1.15  
                  Diluted                                                    $0.34           $1.70              $1.14  


</TABLE>

























                                                             -40-






<TABLE>
<CAPTION>

         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                           1999             1998             1997
         Year Ended December 31,                                           ----             ----             ----
         (in thousands)
         <S>                                                               <C>              <C>               <C>
         OPERATING ACTIVITIES
         Net income                                                        $  95,437        $ 481,834         $ 321,617
         Adjustments to reconcile net income to net cash provided
         by operating activities:
                  Depreciation and amortization                              271,731          263,804           247,827
                  Deferred income taxes                                       (9,600)          81,734            68,482
         Net gains on:
                     Marketable equity securities                                700         (116,800)           (1,723)
                     Sales of businesses                                           -          (24,529)                -
                  Write-off of assets                                              -            4,288            83,365
                  Non-cash restructuring charges                             100,924           45,800            16,000
                  Other                                                       51,748           24,075            27,597
         Changes in current accounts,
                  excluding the effects of acquisitions: 
                  Accounts receivable                                        (16,137)          39,619            44,250
                  Inventories                                                 52,662          (37,142)            2,388
                  Other current assets                                       (41,793)         (29,906)          (30,444)
                  Accounts payable                                            14,617          (72,020)           (8,249)
                  Accrued liabilities and other                               33,662         (183,367)         (137,989)
                                                                             -------        ---------         ---------

                          NET CASH PROVIDED BY OPERATING ACTIVITIES          553,951          477,390           633,121
         INVESTING ACTIVITIES
         Acquisitions, net                                                  (345,934)        (654,591)         (467,473)
         Expenditures for property, plant and equipment                     (200,066)        (318,731)         (249,042)
         Purchase of marketable equity securities                                  -          (26,056)                -
         Sales of businesses, net of taxes paid                                    -          224,487                 -
         Sales of marketable securities, net of taxes paid                    14,328          303,869             6,389
         Disposals of non-current assets and other                               720            9,773             6,921
                                                                           ---------        ---------         ---------
                          NET CASH USED IN INVESTING ACTIVITIES
                          FINANCING ACTIVITIES                              (530,952)        (461,249)         (703,205)
         Proceeds from issuance of debt                                      803,298          676,759           158,518
         Proceeds from the issuance of company-obligated
                  mandatorily redeemable convertible preferred                     -                -           500,000
         Proceeds from exercised stock options and other                      27,411            4,089             6,202
         Payments on notes payable and long-term debt                       (608,573)        (546,603)         (277,870)
         Redemption of stock                                                       -                -            (3,177)
         Cash dividends                                                     (225,774)        (212,486)         (193,220)
                                                                           ---------        ---------         ---------
                          NET CASH (USED IN) PROVIDED BY
                          FINANCING ACTIVITIES                                (3,638)         (78,241)          190,453
         Exchange rate effect on cash                                         (3,751)          (1,477)           (2,200)
                                                                           ---------        ---------          --------
                          INCREASE (DECREASE) IN CASH AND CASH
                          EQUIVALENTS                                         15,610          (63,577)          118,169


                                                             -41-





         Cash and cash equivalents at beginning of year                       86,554          150,131            31,962
                                                                           ---------         --------          --------
                          CASH AND CASH EQUIVALENTS AT END OF YEAR         $ 102,164          $86,554          $150,131
                                                                           =========          =======          ========
         Supplemental cash flow disclosures -
                  Cash paid during the year for:
                          Income taxes                                      $201,558         $280,902          $198,102
                          Interest                                           124,786          103,831           102,677
         See notes to consolidated financial statements.

</TABLE>











































                                                             -42-






<TABLE>
<CAPTION>

         CONSOLIDATED BALANCE SHEETS

         December 31,                                                     1999             1998             1997
                                                                          ----             ----             ----
         <S>                                                              <C>              <C>              <C>
         (In thousands)
         ASSETS
         Current Assets
                  Cash and cash equivalents                             $   102,164       $   86,554        $  150,131
                  Accounts receivable, net                                1,178,423        1,078,530           935,657
                  Inventories, net                                        1,034,794        1,033,488           902,978
                  Deferred income taxes                                     250,587          108,192           157,132
                  Prepaid expenses and other                                172,601          143,885           103,181
                                                                        -----------       ----------        ----------
                          Total Current Assets                            2,738,569        2,450,649         2,249,079
         Marketable Equity Securities                                        10,799           19,317           307,121
         Other Long-Term Investments                                         65,905           57,967            51,020
         Other Assets                                                       335,699          267,073           240,573
         Property, Plant and Equipment, Net                               1,548,191        1,627,090         1,410,522
         Trade Names and Goodwill, Net                                    2,024,925        1,867,059         1,516,933
                                                                        -----------       ----------        ----------
                          Total Assets                                  $ 6,724,088       $6,289,155        $5,775,248
                                                                        ===========       ==========        ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         Current Liabilities
                  Notes payable                                             $97,291          $94,634          $226,642
                  Accounts payable                                          376,596          322,080           299,351
                  Accrued compensation                                      113,373          110,471           107,767
                  Other accrued liabilities                                 892,481          610,618           524,658
                  Income taxes                                                    -           26,744            52,478
                  Current portion of long-term debt                         150,142            7,334            31,559
                                                                         -----------      ----------        ----------
                          TOTAL CURRENT LIABILITIES                       1,629,883        1,171,881         1,242,455
         Long-Term Debt                                                   1,455,779        1,393,865           989,694
         Other Non-Current Liabilities                                      354,107          374,293           332,278
         Deferred Income Taxes                                               85,655            4,527            41,052
         Minority Interest                                                    1,658              857             8,352
         Company-Obligated Mandatorily Redeemable Convertible
                  Preferred Securities of a Subsidiary Trust                500,000          500,000           500,000
         Stockholders' Equity
                  Common Stock ($1 par value) -                             282,026          281,747           281,338
                          Authorized shares:
                          1999 - 800.0 million
                          1998 - 400.0 million
                          1997 - 400.0 million
                          Outstanding shares:
                          1999 - 282.0 million
                          1998 - 281.7 million
                          1997 - 281.3 million
                  Additional paid-in capital                                210,352          183,102           164,842
                  Retained earnings                                       2,334,609        2,465,064         2,195,716



                                                             -43-





                  Accumulated other comprehensive income                   (129,981)         (86,181)           19,521
                                                                         ----------       ----------        ----------
                          TOTAL STOCKHOLDERS' EQUITY                      2,697,006        2,843,732         2,661,417
                                                                         ----------       ----------        ----------
                          TOTAL LIABILITIES AND STOCKHOLDERS'            $6,724,088       $6,289,155        $5,775,248
                          EQUITY                                         ==========       ==========        ==========

     See notes to consolidated financial statements.

</TABLE>












































                                                             -44-





     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME


<TABLE>
<CAPTION>
                                                                                                                         Current
                                                                      Additional                  Accumulated Other       Year
                                                          Common        Paid-In       Retained      Comprehensive     Comprehensive
                                                           Stock      Capital(1)      Earnings         Income            Income
                                                          ------      -----------     --------      -------------      ----------
     <S>                                                  <C>            <C>         <C>                 <C>            <C>
     (In thousands, except per share data)
     Balance at December 31, 1996                         $ 280,973       $161,855   $2,067,319          $3,575

     Net income                                                                         321,617                         $ 321,617
     Other comprehensive income:

     Unrealized  gain  on   securities  available  for                                                   42,244            42,244
              sale, net of $29.2 million tax
     Foreign currency translation adjustments                                                           (26,298)          (26,298)
                                                                                                                        ---------
                      Total comprehensive income                                                                        $ 337,563
                                                                                                                        =========
     Cash dividends:
     Common stock $.70 per share                                                       (193,220)
     Common stock repurchased                                               (2,575)
     Exercise of stock options                                  365          6,164
     Other                                                                    (602)
                                                           --------       --------   ----------        -------
     BALANCE AT DECEMBER 31, 1997                           281,338        164,842    2,195,716          19,521

     Net income                                                                         481,834                         $ 481,834
     Other comprehensive income:
     Unrealized  gain  on   securities  available  for
              sale, net of $23.5 million tax                                                             33,850            33,850
     Reclassification  adjustment  for gains  realized
              in net income, net of $74.7 million tax                                                  (116,800)         (116,800)
     Foreign currency translation adjustments                                                           (22,752)          (22,752)
                                                                                                                        ---------
                      Total comprehensive income                                                                        $ 376,132
                                                                                                                        =========
     Cash dividends:
     Common stock $.76 per share                                                       (212,486)
     Exercise of stock options                                  409         22,890
     Other                                                                  (4,630)
                                                           --------       --------   ----------        --------
     BALANCE AT DECEMBER 31, 1998                           281,747        183,102    2,465,064         (86,181)

     Net income                                                                          95,437                          $ 95,437
     Other comprehensive income:
     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



                                                             -45-





     Foreign currency translation adjustments                                                           (48,045)          (48,045)
                                                                                                                       ----------
                      Total comprehensive income                                                                         $ 51,637
                                                                                                                       ==========
     Cash dividends:
                      Common stock $.80 per share                                      (225,774)
     Exercise of stock options                                  279         24,015
     Other                                                                   3,235         (118)
                                                           --------      ---------  -----------      ----------
     BALANCE AT DECEMBER 31, 1999                          $282,026      $ 210,352  $ 2,334,609      $ (129,981)
                                                           ========      =========  ===========      ==========

     (1)  Net of treasury stock (at cost) of $2,760, $21,607 and $34,667 as of December 31, 1999, 1998 and 1997,
     respectively.

     See notes to consolidated financial statements.
</TABLE>





































                                                             -46-





   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
   retroactively combine 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.

   REVENUE RECOGNITION:  Sales of merchandise are recognized upon
   shipment to customers.

   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:  The following
   methods and assumptions were used to estimate the fair value of each
   class of financial instruments:

        LONG-TERM DEBT:  The fair value of the Company's long-term debt
        issued under the Medium-term note program is estimated based on
        quoted market prices which approximate cost. All other
        significant long-term debt 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 $381.9 million at
        December 31, 1999 based on quoted market prices.

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

   ALLOWANCES FOR DOUBTFUL ACCOUNTS:  Allowances for doubtful accounts at
   December 31 totaled $41.9 million in 1999, $34.2 million in 1998 and
   $30.1 million in 1997.

   INVENTORIES:  Inventories are stated at the lower of cost or market
   value. Cost of certain domestic inventories (approximately 72%, 72%
   and 81% of total inventories at December 31, 1999, 1998 and 1997,
   respectively) was determined by the "last-in, first-out" ("LIFO")

                                    -47-





   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 $11.4
   million, $14.2 million and $44.5 million at December 31, 1999, 1998
   and 1997, respectively.

   The components of inventories, net of the LIFO reserve, were as
   follows: 

      DECEMBER 31,                         1999       1998       1997 
      ------------                         ----       ----       ---- 
      (In millions)
      Materials and supplies           $   240.0  $   223.8     $202.2
      Work in process                      149.5      137.2      117.7
      Finished products                    645.3      672.5      583.1
                                        --------   --------     ------
                                        $1,034.8   $1,033.5     $903.0
                                        ========   ========     ======

   Inventory reserves (excluding LIFO reserves) at December 31 totaled
   $119.4 million in 1999, $113.8 million in 1998 and $119.2 million in
   1997.

   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 $65.9 million at December
   31, 1999.

   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 stockholders' equity (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. On March 8, 1998, the
   Company sold 7,862,300 shares it held in The Black & Decker
   Corporation. The Black & Decker transaction resulted in net proceeds
   of approximately $378.3 million and a net pre-tax gain, after fees and
   expenses, of approximately $191.5 million. Long-term Marketable Equity
   Securities are summarized as follows:

    DECEMBER 31,                          1999        1998        1997  
    ------------                          ----        ----        ----  
    (In millions)
    Aggregate market value                $10.8       $19.3      $307.1
    Aggregate cost                         10.6        26.0       176.8
    Unrealized pre-tax gain (loss)        $ 0.2       $(6.7)     $130.3





                                    -48-





   PROPERTY, PLANT AND EQUIPMENT:  Property, plant and equipment
   consisted of the following: 

    DECEMBER 31,                      1999          1998          1997  
    ------------                      ----          ----          ----  
    (In millions)
    Land                          $    63.4     $    62.1     $    63.8 
    Buildings and improvements        691.3         721.9         578.4 
    Machinery and equipment         2,200.7       2,166.9       1,873.1 
                                  ----------    ----------    ----------
                                    2,955.4       2,950.9       2,515.3 
                                  ==========    ==========    ==========
    Allowance for Depreciation     (1,407.2)     (1,323.8)     (1,104.8)
                                  ----------    ----------    ----------
                                  $ 1,548.2     $ 1,627.1     $ 1,410.5 
                                  ==========    ==========    ==========

   Replacements and improvements are capitalized. Expenditures for
   maintenance and repairs are charged to expense. The components of
   depreciation are provided by annual charges to income calculated to
   amortize, principally on the straight-line basis, the cost of the
   depreciable assets over their depreciable lives. Estimated useful
   lives determined by the Company are: buildings and improvements (5-40
   years) and machinery and equipment (2-15 years). 

   TRADE NAMES AND GOODWILL:  The cost of trade names and goodwill
   represents the excess of cost over identifiable net assets of
   businesses acquired. The Company does not allocate such excess cost to
   trade names separate from goodwill. In addition, the Company may
   allocate excess cost to other identifiable intangible assets and
   record such intangible assets in Other Assets (long-term). Trade names
   and goodwill are amortized over 40 years and other identifiable
   intangible assets are amortized over 5 to 40 years. Trade names and
   goodwill and other identifiable intangible assets, respectively, 
   consisted of the following:

   NET TRADE NAMES AND GOODWILL

    DECEMBER 31,                           1999       1998        1997  
                                           ----       ----        ----  
    (In millions)

    Cost                               $ 2,270.5  $ 2,068.7   $ 1,669.3 
    Accumulated amortization              (245.6)    (201.6)     (152.4)
                                       ---------- ----------  ----------
                                       $ 2,024.9  $ 1,867.1   $ 1,516.9 
                                       ========== ==========  ==========






                                    -49-





   NET OTHER IDENTIFIABLE INTANGIBLE ASSETS(1)

    DECEMBER 31,                           1999       1998         1997 
    ------------                           ----       ----         ---- 
    (In millions)

    Cost                                 $ 93.0     $ 131.2     $ 118.6 
    Accumulated amortization              (34.3)      (37.6)      (37.9)
                                         -------    --------     -------
                                         $ 58.7     $  93.6     $  80.7 
                                         =======    ========    ========

   (1)  Recorded in Other Assets

   LONG-LIVED ASSETS:  Subsequent to an 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 would use 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.

   ACCRUED LIABILITIES:  Accrued Liabilities included the following:

    DECEMBER 31,                         1999        1998        1997
    ------------                         ----        ----        ----
    (In millions)


    Customer accruals                 $ 296.6       $ 190.2     $ 167.6
    Accrued self-insurance liability     92.0          80.2        53.8


   Customer accruals are promotional allowances and rebates given to
   customers in exchange for their selling efforts. The self-insurance
   accrual is primarily for workers' compensation and product liability
   and is estimated based upon historical claim experience.

   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 a separate component of stockholders'
   equity. International subsidiaries operating in highly inflationary
   economies translate non-monetary 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


                                    -50-





   (income) expenses. Foreign currency transaction gains and losses were
   immaterial in 1999, 1998 and 1997.

   ADVERTISING COSTS:  The company expenses advertising costs as
   incurred, including cooperative advertising programs with customers.
   Total advertising expense was $305.2 million, $281.5 million and
   $239.1 million for 1999, 1998 and 1997, respectively. Cooperative
   advertising is recorded in the financial statements as a reduction of
   sales because it is viewed as part of the negotiated price of its
   products. All other advertising costs are charged to selling, general
   and administrative expenses.

   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 $49.9 million, $44.5 million and $41.2 million in 1999,
   1998 and 1997, respectively.

   EARNINGS PER SHARE: The earnings per share amounts are computed based
   on the weighted average monthly number of shares outstanding during
   the year. "Basic" earnings per share is calculated by dividing net
   income by weighted average shares outstanding. "Diluted" earnings per
   share is calculated by dividing net income by weighted average shares
   outstanding, including the assumption of the exercise and/or
   conversion of all potentially dilutive securities ("in the money"
   stock options and company-obligated mandatorily redeemable convertible
   preferred securities of a subsidiary trust.)

   A reconciliation of the difference between basic and diluted earnings
   per share for the years ended December 31, 1999, 1998 and 1997,
   respectively, is shown below:


<TABLE>
<CAPTION>
                                                               "In the                          Convertible
                                                Basic           Money"          Preferred         Diluted
     1999                                      Method      Stock Options(1)   Securities(1)      Method(1)
     (In millions, except per share data)
     <S>                                          <C>               <C>              <C>            <C>
     Net Income                                   $95.4                -               -            $95.4
     Weighted average share outstanding           281.8                -               -            281.8
     Earnings per share                            $0.34               -               -             $0.34

     (1)  Diluted earnings per share for 1999 exclude the impact of "in the money" stock options and convertible preferred
     securities because they are anti-dilutive.


                                                                "In the                         Convertible
                                                Basic        Money" Stock        Preferred        Diluted
     1998                                      Method           Options         Securities        Method
     ----                                      ------        ------------      -------------    -----------
     (In millions, except per share data)



                                                             -51-






     Net Income                                  $481.8                -              $15.7         $497.5
     Weighted average
        share outstanding                         280.7                1.3              9.9          291.9
     Earnings per share                            $1.72               -                -             $1.70

                                                                   "In the                       Convertible
                                                   Basic         Money" Stock      Preferred       Diluted
       1997                                        Method          Options        Securities        Method
       ----                                        ------        -----------     -------------   -----------
       (In millions, except per share data)


       Net Income                                  $321.6               -              $0.8        $322.4
       Weighted average
          share outstanding                         280.3               0.9             0.5         281.7
       Earnings per share                            $1.15              -               -            $1.14
</TABLE>


   COMPREHENSIVE INCOME:  In 1998, the Company adopted Statement of
   Financial Accounting Standards No. 130, "Reporting Comprehensive
   Income," which requires companies to report all changes in equity
   during a period, except those resulting from investment by owners and
   distribution to owners, in a financial statement for the period in
   which they are recognized. Comprehensive Income and Accumulated Other
   Comprehensive Income encompasses net  income, net after-tax unrealized
   gains on securities available for sale and foreign currency
   translation adjustments in the Consolidated Statements of
   Stockholders' Equity and Comprehensive Income. 

   The following table displays the components of Accumulated Other
   Comprehensive Income:


<TABLE>
<CAPTION>
                                                                                  Accumulated 
                                               Unrealized          Foreign           Other    
                                             Gains/(Losses)       Currency       Comprehensive
                                             on Securities       Translation         Income   
                                             --------------      -----------     -------------
       (In millions)
       <S>                                          <C>              <C>              <C>
       Balance at Dec. 31, 1996                      $36.6           $(33.0)          $   3.6 
       Current year change                            42.2            (26.3)             15.9 
                                                     ------          -------          --------
       Balance at Dec. 31, 1997                       78.8            (59.3)             19.5 
       Current year change                           (82.9)           (22.8)           (105.7)
                                                     ------          -------          --------
       Balance at Dec. 31, 1998                       (4.1)           (82.1)            (86.2)
       Current year change                             4.2            (48.0)            (43.8)
                                                     ------         --------          --------
       Balance at Dec. 31, 1999                      $ 0.1          $(130.1)          $(130.0)
                                                     ======         ========          ========
</TABLE>




                                                             -52-





   NEW ACCOUNTING PRONOUNCEMENTS: Effective January 1, 2001, the Company
   will adopt SFAS No. 133, "Accounting for Derivative Instruments and
   Hedging Activities." Management believes that the adoption of this
   statement will not be material to the consolidated financial
   statements.

   Reclassifications:  Certain 1998 and 1997 amounts have been
   reclassified to conform with the 1999 presentation. 


   2.   ACQUISITIONS OF BUSINESSES

   1997
   ----

   On March 5, 1997, the Company purchased Insilco Corporation's Rolodex
   business unit ("Rolodex"), a marketer of office products including
   card files, personal organizers and paper punches. Rolodex was
   integrated into the Company's Newell Office Products division.

   On May 30, 1997, the Company acquired Cooper Industries Incorporated's
   Kirsch business ("Kirsch"), a manufacturer and distributor of drapery
   hardware and custom window coverings in the United States and
   international markets. The Kirsch North American operations were
   combined with the Newell Window Furnishings and Levolor Home Fashions
   divisions. The European operations of Kirsch exist as a separate
   division called Newell Window Fashions Europe.

   For these and for other minor acquisitions, the Company paid $514.2
   million in cash and assumed $4.3 million of debt. The transactions
   were accounted for as purchases; therefore, results of operations are
   included in the accompanying consolidated financial statements since
   their respective dates of acquisition. The acquisition costs were
   allocated to the fair market value of the assets acquired and
   liabilities assumed and resulted in trade names and goodwill of
   approximately $351.3 million.

   1998
   ----

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

   On March 27, 1998, the Company acquired Swish Track and Pole ("Swish")
   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"). Century is a manufacturer and marketer of infant


                                    -53-





   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 ("Panex"), 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
   ("Gardinia"), 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
   ("Rotring"), 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 the Sanford International division. The art
   materials portion of Rotring operates as part of the Sanford North
   America division. The color cosmetic products portion of Rotring
   operates as a separate U.S. division, Cosmolab.

   For these and for other minor acquisitions, the Company paid $615.7
   million in cash and assumed $99.5 million of debt. The transactions
   were accounted for as purchases; therefore, results of operations are
   included in the accompanying consolidated financial statements since
   their respective dates of acquisition. The acquisition costs were
   allocated on a preliminary basis to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $387.1 million.

   The Company began to formulate an integration plan for these
   acquisitions as of their respective acquisition dates. 

   The integration plan for Curver was finalized during the first quarter
   of 1999 and resulted in no integration liabilities included in the
   purchase price. The Company's integration plans combined Curver into
   Rubbermaid Europe. The integration plans for Century and Panex were
   finalized during the second quarter of 1999 and resulted in total
   integration liabilities of $3.7 million for exit costs and employee
   terminations. The Company's integration plans combined Century into
   Graco and Panex into Mirro. The integration plans for Gardinia and
   Rotring were finalized during the third quarter of 1999 and resulted
   in total integration liabilities of $80.1 million for exit costs and
   employee terminations. The Company's integration plans combined
   Gardinia into Newell Window Fashions Europe and Rotring into Sanford
   International and Sanford North America.






                                    -54-





   1999
   ----

   On April 2, 1999, the Company purchased Ateliers 28 ("Ateliers"), a
   manufacturer and marketer of decorative and functional drapery
   hardware in Europe. Ateliers operates as part of Newell Window
   Fashions Europe.

   On October 18, 1999, the Company purchased a controlling interest in
   Reynolds S.A. ("Reynolds"), a manufacturer and marketer of writing
   instruments in Europe. Reynolds operates as part of the Sanford
   International division. As of December 31, 1999, the Company owns 100%
   of Reynolds.

   On October 29, 1999, the Company acquired the consumer products
   division of McKechnie plc ("McKechnie"), a manufacturer and marketer
   of drapery hardware and window furnishings, shelving and storage
   products, cabinet hardware and functional trims. The drapery hardware
   and window furnishings portion of McKechnie is operated as part of
   Newell Window Fashions Europe. The remaining portion of McKechnie
   operates as a separate European division, Newell Hardware Europe.

   On December 29, 1999, the Company acquired Ceanothe Holding
   ("Ceanothe"), a manufacturer of picture frames and photo albums in
   Europe. Ceanothe operates as a separate European division, Newell
   Frames and Albums Europe.

   For these and for other minor acquisitions, the Company paid $392.5
   million in cash and assumed $56.4 million of debt. The transactions
   were accounted for as purchases; therefore, results of operations are
   included in the accompanying consolidated financial statements since
   their respective dates of acquisition. The acquisition costs were
   allocated on a preliminary basis to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $251.8 million.

   The Company's finalized integration plans may include exit costs for
   certain plants and product lines and employee terminations associated
   with the integration of Ateliers into Newell Window Fashions Europe,
   Reynolds into Sanford International, McKechnie into Newell Window
   Fashions Europe and Newell Hardware Europe, and Ceanothe into Newell
   Frames and Albums Europe. The final adjustments to the purchase price
   allocations are not expected to be material to the consolidated
   financial statements.

   The unaudited consolidated results of operations for the year ended
   December 31, 1999 and 1998 on a pro forma basis, as though the Curver,
   Swish, Century, Panex, Gardinia, Rotring, Ateliers, Reynolds,
   McKechnie and Ceanothe businesses had been acquired on January 1,
   1998, are as follows:



                                    -55-





    YEAR ENDED DECEMBER 31,                      1999          1998
    -----------------------                      ----          ----
    (In millions, except per share amounts)

    Net sales                                  $6,701.1      $6,961.5
    Net income                                     98.2         477.9
    Earnings per share (basic)                 $    0.35     $    1.70

   MERGERS

   On May 7, 1998, a subsidiary of the Company merged with Calphalon
   Corporation ("Calphalon"), a manufacturer and marketer of gourmet
   cookware. The Company issued approximately 3.1 million shares of
   common stock for all of the common stock of Calphalon. This
   transaction was accounted for as a pooling of interests; therefore,
   prior financial statements were restated to reflect this merger.
   Calphalon now operates as its own division.

   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 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, Rubbermaid and Calphalon individually to
   those presented in the accompanying consolidated financial statements:

<TABLE>
<CAPTION>

       YEAR ENDED DECEMBER 31,                            1999             1998              1997  
       -----------------------                            ----             ----              ----  
       (In millions, except per share amounts)

       <S>                                             <C>              <C>               <C>
       Net sales
          Newell                                       $3,881.0         $3,613.5           $3,234.3
          Rubbermaid                                    2,408.1          2,463.6            2,305.2
          Calphalon                                       124.0            106.6              101.9
                                                       ---------        ---------          --------
                                                       $6,413.1         $6,183.7           $5,641.4
                                                       =========        =========          ========


                                                             -56-





       Net income (loss):
          Newell                                       $  273.1        $   405.9            $ 279.0
          Rubbermaid                                     (189.8)            82.9               39.9
          Calphalon                                        12.1             (7.0)               2.7
                                                       ---------       ----------           -------
                                                       $   95.4        $   481.8            $ 321.6
</TABLE>


   DIVESTITURES

   On April 29, 1998, the Company sold its Decora decorative coverings
   product line. On August 21, 1998, the Company sold its Stuart Hall
   school supplies and stationery business. On September 9, 1998, the
   Company sold its Newell Plastics plastic storage and serveware
   business. The pre-tax net gain on the sales of these businesses was
   $59.8 million, which was primarily offset by non-deductible goodwill,
   resulting in a net after-tax gain of $15.1 million. Sales for these
   businesses prior to their divestitures were approximately $131 million
   in 1998 and $229 million in 1997.


   3.   RESTRUCTURING COSTS

   1997
   ----

   During 1997, the Company recorded pre-tax charges of $37.2 million
   ($22.7 million after taxes) of restructuring costs. These charges
   included $16.0 million of non-cash charges recorded by Rubbermaid to
   revise the estimate of costs for their 1995 restructuring program
   related to impaired fixed assets. As a result of the merger with
   Rubbermaid, Newell reversed the accounting effects of its acquisition
   of Rubbermaid's office products business ("Eldon"). The elimination of
   the accounting effects resulted in the Company recording $21.2 million
   restructuring charge to reflect costs for plant closure ($1.4
   million), product line discontinuance ($15.7 million, including $5.5
   million for fixed asset and mold impairments associated with the
   discontinued product lines and $7.1 million to write-off packaging
   that could no longer be used in accordance with the asset purchase
   agreement) and employee termination costs ($4.1 million) related to
   the integration of Eldon into the Newell Office Products division.
   These costs had previously been reflected in the purchase price
   allocation of the business. This restructuring program was completed
   by December 31, 1998 and no reserves remain.

   1998
   ----

   During January 1998, Rubbermaid announced a series of restructuring
   initiatives to establish a central global procurement organization and
   to consolidate, automate and/or relocate its worldwide manufacturing
   and distribution operations. During 1998, Rubbermaid recorded pre-tax


                                    -57-





   charges of $115.2 million ($74.9 million after tax). The 1998
   restructuring charge included $16.0 million relating to employee
   severance and termination benefits for approximately 600 sales and
   administrative employees, $53.4 million for costs to exit business
   activities at five facilities and $45.8 million to write-down impaired
   long-lived assets to their fair value. The $53.4 million charge for
   costs to exit business activities related to exit plans for the
   closure of a plastics houseware molding and warehouse operation in the
   State of New York, the closure of a commercial play systems warehouse
   and manufacturing facility in Australia, the closure of a cleaning
   products manufacturing operation in North Carolina, the elimination of
   Rubbermaid's Asia Pacific regional headquarters and the related joint
   venture in Japan and the closure of a distribution facility in France.
   The exiting of the operations described above necessitated a
   revaluation of cash flows related to those operations, resulting in
   the $45.8 million charge to write-down $26.0 million of fixed assets
   and $19.8 million of goodwill to fair value. Rubbermaid determined
   that the future cash flows on an undiscounted basis (before taxes and
   interest) were not sufficient to cover the carrying value of the long-
   lived assets affected by those decisions. Management determined the
   fair value of these assets using discounted cash flows. As of December
   31, 1999, no reserves remain for the 1998 restructuring program.

   1999
   ----

   During 1999, the Company recorded pre-tax charges of $246.4 million
   ($195.7 million after tax), primarily related to the integration of
   the Rubbermaid businesses into Newell. The charges consist of $39.9
   million in merger transaction costs, $101.9 million in employee
   severance and termination benefit costs and $104.6 million in facility
   and product line exit costs.

   The merger transaction costs relate primarily to investment banking,
   legal and accounting costs related to the merger between Newell and
   Rubbermaid. Employee severance and termination benefit costs related
   to benefits for approximately 750 employees terminated during 1999.
   Such costs include $80.9 million in termination payments in accordance
   with employment agreements made to former Rubbermaid executives and
   $21.0 million in severance and termination costs at Rubbermaid's
   former headquarters ($5.5 million), Rubbermaid Home Products division
   ($6.9 million), Rubbermaid Europe division ($4.0 million), Little
   Tikes division ($2.7 million), Rubbermaid Commercial Products division
   ($0.7 million) and Newell divisions ($1.2 million). The facility and
   product line exit costs consist of $72.0 million of impaired
   Rubbermaid centralized computer software costs, which were abandoned
   as a result of converting Rubbermaid onto existing Newell centralized
   computer software, and $32.6 million in exit costs relating to
   discontinued product lines ($4.8 million), the closure of seven
   Rubbermaid facilities ($10.2 million), write-off of assets associated
   with abandoned projects ($10.3 million), write-off of impaired assets
   ($5.7 million) and other costs ($1.6 million).

                                    -58-





   As of December 31, 1999, $17.9 million of reserves remain for the 1999
   restructuring program. These reserves consist primarily of $6.9
   million for exit costs associated with the closure of four facilities,
   $7.4 million in contractual future maintenance costs on abandoned
   Rubbermaid computer software, $3.0 million for exit costs associated
   with discontinued product lines at Little Tikes and $0.6 million for
   severance and termination benefits. Approximately $145.4 million of
   the restructuring charges recorded in 1999 have been or will be
   settled in cash in 2000.


   4.   CREDIT ARRANGEMENTS

   The Company has short-term foreign and domestic committed and
   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 discretion of the lender. The Company's lines
   of credit do not have a material impact on the Company's liquidity.
   Borrowings under these lines of credit at December 31, 1999 totaled
   $97.3 million. The following is a summary of borrowings under foreign
   and domestic lines of credit:


<TABLE>
<CAPTION>

     DECEMBER 31,                               1999              1998           1997
     ------------                               ----              ----           ----
     (In millions)
     <S>                                        <C>               <C>            <C>
     Notes payable to banks:
        Outstanding at year-end
        - borrowing                              $97.3             $94.6         $226.6
        - weighted average interest rate           6.8%              5.8%           5.6%

     Average for the year
        - borrowing                              $59.1            $144.7         $240.8
        - weighted average interest rate           9.9%              6.1%           5.6%

     Maximum borrowing
        outstanding during the year              $97.3            $205.1         $455.7
</TABLE>


     The Company can also issue commercial paper (as described in note 5 to
   the consolidated financial statements), as summarized below:


<TABLE>
<CAPTION>

       YEAR ENDED DECEMBER 31,                   1999               1998             1997
       -----------------------                   ----               ----             ----
       (In millions)
       <S>                                       <C>                <C>              <C>
       Commercial paper:
          Outstanding at year-end
          - borrowing                            $718.5             $500.2           $566.7
          - average interest rate                   5.9%               5.5%             6.4%
          Average for the year
          - borrowing                            $534.9             $620.4           $979.7
          - average interest rate                   5.2%               5.5%             5.7%


                                                             -59-






          Maximum borrowing 
             outstanding during the year         $807.0           $1,028.8         $1,618.2
</TABLE>


   5.   LONG-TERM DEBT

   The following is a summary of long-term debt:


<TABLE>
<CAPTION>

     DECEMBER 31,                                 1999                1998               1997  
     ------------                                 ----                ----               ----  
     (In millions)
     <S>                                      <C>                  <C>                <C>
     Medium-term notes                        $  859.5             $  883.5           $  413.0 
     Commercial paper                            718.5                500.2              566.7 
     Other long-term debt                         27.9                 17.5               41.6 
                                               --------            ---------          ---------
                                               1,605.9              1,401.2            1,021.3 
     Current portion                            (150.1)                (7.3)             (31.6)
                                               --------           ----------          ---------
                                             $ 1,455.8            $ 1,393.9           $  989.7 
                                             ==========           ==========          =========
</TABLE>


   During 1997, the Company amended its revolving credit agreement to
   increase the aggregate borrowing limit to $1,300.0 million. The
   revolving credit agreement will terminate in August 2002. At December
   31, 1999, there were no borrowings under the 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, 1999,
   $718.5 million (principal amount) of commercial paper was outstanding.
   The entire amount is classified as long-term debt because the total
   commercial paper is not expected to be repaid in 2000.

   The revolving credit agreement permits the Company to borrow funds on
   a variety of interest rate terms. This agreement requires, among other
   things, that the Company maintain a certain Total Indebtedness to
   Total Capital Ratio, as defined in this agreement. As of December 31,
   1999, the Company was in compliance with this agreement.

   The Company had outstanding at December 31, 1999 a total of $859.5
   million (principal amount) of Medium-term notes. The maturities on
   these notes range from 5 to 30 years at an average interest rate of
   6.24%.

   A new universal shelf registration statement became effective in July
   1999. As of December 31, 1999, $750 million of Company debt and equity
   securities may be issued under the shelf.


                                    -60-





   The aggregate maturities of Long-term Debt outstanding are as follows:

                                         Aggregate
    DECEMBER 31,                        Maturities
    ------------                        ----------
    (In millions)

    2000                                   $ 150.1
    2001                                      16.3
    2002                                     818.7
    2003                                     115.5
                                         ---------
    2004                                       0.1
    Thereafter                               505.2
                                         ---------
                                         $ 1,605.9
                                         =========

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

   In December 1997, a wholly owned subsidiary trust of the Company
   issued 10,000,000 of its 5.25% convertible quarterly income preferred
   securities (the "Convertible Preferred Securities"), with a
   liquidation preference of $50 per security, to certain institutional
   buyers. The Convertible Preferred Securities represent an undivided
   beneficial interest in the assets of the trust. Each of the
   Convertible Preferred Securities is convertible at the option of the
   holder into shares of the Company's Common Stock at the rate of 0.9865
   shares of Common Stock for each preferred security (equivalent to the
   approximate conversion price of $50.685 per share of Common Stock),
   subject to adjustment in certain circumstances.  Holders of the
   Convertible Preferred Securities are entitled to a quarterly cash
   distribution at the annual rate of 5.25% of the $50 liquidation
   preference. The Convertible Preferred Securities are subject to a
   guarantee by the Company and are callable by the Company initially at
   103.15% of the liquidation preference beginning in December 2001 and
   decreasing over time to 100% of the liquidation preference beginning
   in December 2007.

   The trust invested the proceeds of this issuance of Convertible
   Preferred Securities in $500 million of the Company's 5.25% Junior
   Convertible Subordinated Debentures due 2027 (the "Debentures"). The
   Debentures are the sole assets of the trust, mature on December 1,
   2027, bear interest at the rate of 5.25%, payable quarterly and are
   redeemable by the Company beginning in December 2001. The Company may
   defer interest payments on the Debentures for a period not to exceed
   20 consecutive quarters during which time distribution payments on the
   Convertible Preferred Securities are also deferred. Under this
   circumstance, the Company may not declare or pay any cash
   distributions with respect to its capital stock or debt securities


                                    -61-





   that rank pari passu with or junior to the Debentures. The Company has
   no current intention to exercise its right to defer payments of
   interest on the Debentures.

   The Convertible Preferred Securities are reflected as outstanding in
   the Company's consolidated financial statements as Company-Obligated
   Mandatorily Redeemable Convertible Preferred Securities of a
   Subsidiary Trust.


   7.   DERIVATIVE FINANCIAL INSTRUMENTS

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

   The Company has entered into several interest rate swap agreements as
   a means of converting certain floating rate debt instruments into
   fixed rate debt. Cash flows related to these interest rate swap
   agreements are included in interest expense over the terms of the
   agreements, which range from three to seven years in maturity. At
   December 31, 1999, the Company had an outstanding notional principal
   amount of $522.1 million, with a net accrued interest receivable of 
   $3.6 million. The termination value of these contracts is not included
   in the consolidated financial statements since these contracts
   represent the hedging of long-term activities to be amortized in
   future reporting periods. 

   The Company utilizes forward exchange contracts to manage foreign
   exchange risk related to both known and anticipated intercompany and
   third-party commercial transaction exposures of one year duration or
   less. 

   The Company also utilizes cross-currency swaps to hedge long-term
   intercompany transactions. The maturities on these cross-currency
   swaps range from three to five years. 

   The following table summarizes the Company's forward exchange
   contracts and cross-currency 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 local needs in foreign subsidiaries.
   The contractual amounts of significant forward exchange contracts and
   cross-currency swaps and their fair value were as follows:








                                    -62-





    DECEMBER 31,             1999               1998
    ------------       -----------------  ----------------
    (In millions)
                          Buy       Sell      Buy      Sell
                          ---       ----      ---      ----
    British pounds       $ 1.1   $ 172.8      $ -    $ 80.1
    Canadian dollars      71.1         -     71.1      18.8
    Euro                   4.9     490.8      0.4     449.6
    Japanese yen             -       4.1       -         - 
    Swedish krona            -      12.5       -         - 
    Swiss francs           8.0       -         -         - 
                        ------   -------   ------   -------
                        $ 85.1   $ 680.2   $ 71.5   $ 548.5
                        ======   =======   ======   =======
    Fair Value          $ 84.5   $ 665.7   $ 66.8   $ 560.0
                        ======   =======   ======   =======


   The Company's forward exchange contracts and cross-currency swaps do
   not subject the Company to risk due to foreign exchange rate movement,
   since gains and losses on these contracts generally offset losses and
   gains 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.

   Gains and losses related to qualifying hedges of commercial and
   intercompany transactions are deferred and included in the basis of
   the underlying transactions. Derivatives used to hedge intercompany
   loans are marked to market with the corresponding gains or losses
   included in the consolidated statements of income.


   8.   LEASES

   The Company has minimum rental payments through the year 2018 under
   noncancellable operating leases as follows:

                                Minimum
    DECEMBER 31,               Payments
    ------------               --------
    (In millions)

    2000                         $ 44.4
    2001                           28.3
    2002                           19.3
    2003                           15.2
    2004                            9.7
    Thereafter                     12.4
                                -------
                                $ 129.3
                                =======


                                    -63-





   Total rental expense for all operating leases was approximately $91.9
   million, $79.7 million and $70.7 million in 1999, 1998 and 1997,
   respectively.


   9.   EMPLOYEE BENEFIT RETIREMENT PLANS

   The Company and its subsidiaries have noncontributory pension and
   profit sharing 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 or local statutes to assure
   that plan assets will be adequate to provide retirement benefits. The
   Company's common stock comprised $48.7 million, $69.3 million and
   $71.4 million of pension plan assets at December 31, 1999, 1998 and
   1997, respectively. 

   Total expense under all profit sharing plans was $12.3 million, $25.0
   million, and $18.3 million for the years ended December 31, 1999, 1998
   and 1997, respectively. 

   In addition to the Company's pension and profit sharing plans, several
   of the Company's subsidiaries currently provide retiree health care
   benefits for certain employee groups.

   The following provides a reconciliation of benefit obligations, plan
   assets and funded status of the plans within the guidelines of SFAS
   No. 132:


<TABLE>
<CAPTION>
                                                         Pension Benefits                 Other Postretirement Benefits
                                                 --------------------------------      ----------------------------------
     DECEMBER 31,                                  1999        1998        1997           1999        1998          1997
     ------------                                  ----        ----        ----           ----        ----          ----
     (In millions)
     <S>                                          <C>         <C>         <C>            <C>          <C>          <C>
     CHANGE IN BENEFIT OBLIGATION
     Benefit obligation at January 1              $ 691.1     $ 578.0     $ 484.7        $ 184.0      $ 175.2      $ 147.9 
     Service cost                                    25.4        20.2        15.9            3.5          3.2          3.0 
     Interest cost                                   50.1        43.9        38.7           12.6         12.8         11.9 
     Amendments                                       6.5         2.2         0.1           (0.5)          -            -  
     Actuarial (gain)/loss                          (59.6)       34.3        11.9           11.9          7.8          1.8 
     Acquisitions                                    50.4        51.3        60.6            1.7           -          24.7 
     Currency exchange                               (5.0)       (0.3)        -               -            -            -  
     Benefits paid from plan assets                 (49.8)      (38.5)      (33.9)         (16.9)       (15.0)       (14.1)
                                                  --------     -------    --------       --------     --------      -------
     Benefit obligation at December 31            $ 709.1     $ 691.1     $ 578.0        $ 196.3      $ 184.0       $ 175.2
                                                  ========    ========    ========       ========     ========      =======

     CHANGE IN PLAN ASSETS
     Fair value of plan assets at January 1       $ 713.8     $ 738.4     $ 587.6         $   -       $    -        $   -  
     Actual return on plan assets                   119.5        (5.9)      111.6             -            -            -  


                                                             -64-





     Contributions                                   11.6         6.5         4.1           16.9         15.0         14.1 
     Acquisitions                                    62.3        14.1        69.1             -            -            -  
     Currency exchange                                1.2        (0.8)       (0.1)            -            -            -  
     Benefits paid from plan assets                 (49.8)      (38.5)      (33.9)         (16.9)       (15.0)       (14.1)
                                                  --------     -------     -------        -------     --------      -------
     Fair value of plan assets at December 31     $ 858.6      $ 713.8     $ 738.4        $   -       $    -        $   -  
                                                  ========     =======     =======        =======     ========      =======

                                                         Pension Benefits                 Other Postretirement Benefits
                                                 --------------------------------      -----------------------------------
     DECEMBER 31,                                   1999        1998      1997             1999         1998        1997
     ------------                                   ----        ----      ----             ----         ----        ----
     (In millions)
     FUNDED STATUS
     Funded status at December 31                  $ 149.5      $ 22.7    $ 160.4        $ (196.3)    $ (184.0)   $ (175.2)
     Unrecognized net gain                          (118.9)       (7.9)    (105.4)           (8.0)       (20.2)      (28.7)
     Unrecognized prior service cost                  (0.9)       (2.0)      (5.1)           (0.2)         0.2         0.3 
     Unrecognized net asset                           (3.3)       (5.0)      (5.2)             -            -           -  
                                                   --------     -------    -------       ---------    ---------   ---------
     Net amount recognized                         $  26.4      $  7.8    $  44.7        $ (204.5)    $ (204.0)   $ (203.6)
                                                   ========     =======   ========       =========    =========   =========
     Amounts recognized in the
       Consolidated Balance Sheets
     Prepaid benefit cost(1)                       $ 102.9      $ 71.8    $  77.4        $     -      $     -     $     -  
     Accrued benefit cost(2)                         (80.9)      (67.9)     (34.4)         (204.5)      (204.0)     (203.6)
     Intangible asset(1)                               4.4         3.9        1.7              -            -           -  
                                                   --------     -------   --------       ---------    ---------   ---------
     Net amount recognized                         $  26.4      $  7.8    $  44.7        $ (204.5)    $ (204.0)   $ (203.6)
                                                   ========     =======   ========       =========    =========   =========
     Assumptions as of December 31                                                                

     Discount rate                                    7.50%       7.00%      7.75%           7.50%   6.75-7.00%  7.25-7.50%
     Long-term rate of return on plan assets         10.00%      10.00%      9.00%               -            -           -
     Long-term rate of compensation increase          5.00%       5.00%      5.00%               -            -           -
     Health care cost trend rate                          -           -          -      7.00-9.00%   7.00-8.00%       9.00%

     (1)  Recorded in Other Non-current Assets
     (2)  Recorded in Other Non-current Liabilities

     Net pension costs and other postretirement benefit costs include the following components:

                                                           Pension Benefits                 Other Postretirement Benefits
                                                 -----------------------------------     ----------------------------------
     DECEMBER 31,                                    1999       1998         1997           1999       1998        1997
     ------------                                    ----       ----         ----           ----       ----        ----
     (In millions)

     Service cost-benefits earned 
        during the year                                $ 30.9     $ 19.3       $ 16.0          $ 3.5      $ 3.3       $ 3.0 
     Interest cost on projected benefit
        obligation                                       50.9       46.6         38.7           12.6       12.9        11.9 


                                                             -65-





     Expected return on plan assets                     (76.7)     (59.0)       (57.7)            -            -           -
     Amortization of:  
        Transition asset                                 (1.2)      (1.1)        (1.1)          (0.2)      (0.5)       (0.2)
        Prior service cost recognized                    (0.4)      (0.3)        (0.3)            -        (0.4)       (1.4)
     Actuarial (gain)/loss                                0.8       (1.8)         5.5             -          -           -  
                                                       -------    -------       ------         ------     ------      ------
                                                       $  4.3     $  3.7        $ 1.1          $15.9      $15.3       $13.3 
                                                       =======    =======       ======         ======     ======      ===== 
</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,                        1999        1998         1997
   ------------                        ----        ----         ----

   (In millions)
   Projected benefit obligation      $145.2      $147.1        $68.4
   Accumulated benefit obligation     131.0       127.5         55.1
   Fair value of plan assets           50.8        52.1         22.1

   The health care cost trend rate significantly affects the reported
   postretirement benefit costs and benefit 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            $1.9             $(1.4)

    Effect on postretirement  benefit
    obligations                            16.9             (14.7) 


   10.  STOCKHOLDERS' EQUITY

   The Company's Common Stock consists of 800.0 million authorized shares
   with a par value of $1 per share. Of the total unissued common shares
   at December 31, 1999, total shares in reserve included 10.4 million
   shares for issuance under the Company's stock option plans.

   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, 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
   following 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.

                                    -66-





   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.

   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 FASB Statement No. 123, the
   Company's net income and earnings per share would have been reduced to
   the following pro forma amounts:


<TABLE>
<CAPTION>

       YEAR ENDED DECEMBER 31,                          1999           1998            1997
                                                        ----           ----            ----
       <S>                                             <C>             <C>           <C>
       (In millions, except per share data)

       Net income:                   As reported       $95.4           $481.8        $321.6
                                     Pro forma          75.5            467.3         313.9
       Diluted earnings per share:   As reported        $0.34            $1.70         $1.14
                                     Pro forma           0.27             1.65          1.11
</TABLE>


   Because the FASB Statement 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 may grant up to 8.1 million shares under the 1993 Stock
   Option Plan, of which the Company has granted 4.2 million shares and
   canceled 0.4 million shares through December 31, 1999. Under this
   plan, the option exercise price equals the Common Stock's closing
   price on the date of grant, vests over a five-year period and expires
   after ten years. In addition, options to acquire common stock of
   Rubbermaid Incorporated that were outstanding at the time of the
   merger under various Rubbermaid option plans were converted into
   options to acquire the Company's Common Stock. Those additional
   options are included in the summary below.

   The following summarizes the changes in number of shares of Common
   Stock under option:





                                                             -67-






<TABLE>
<CAPTION>
                                                                            Weighted
                                                                            Average
                                                                            Exercise
       1999                                           Shares                 Price
       ----                                           ------                --------
       <S>                                          <C>                         <C>
       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
                                                    =========
</TABLE>


   The 5,819,824 options outstanding at December 31, 1999 have exercise
   prices between $12 and $50 and are summarized below:


                             Options Outstanding
                             -------------------

                                                            Weighted
                                                             Average
      Range of                             Weighted         Remaining
      Exercise    Number Outstanding        Average        Contractual
       Prices    at December 31, 1999   Exercise Price        Life
      --------   --------------------   --------------    ------------
       $12-15          120,846               $14                1
       16-25           533,073                21                4
       26-35         2,399,336                33                8
       36-45         2,584,169                41                9

       46-50           182,400                48                9
       $12-50        5,819,824                35                8

   The 2,622,352 options exercisable at December 31, 1999 have exercise
   prices between $12 and $50 and are summarized below:

         Range of
         Exercise         Number Outstanding    Weighted Average
          Prices         at December 31, 1999    Exercise Price
         --------        --------------------   -----------------
          $12-15              120,846                 $14
           16-25              499,673                  21
           26-35            1,517,675                  32
           36-45              453,678                  40


                                    -68-





           46-50               30,480                  48
                            ---------
          $12-50            2,622,352                  30
                            =========

                                                 Weighted Average
    1998                             Shares       Exercise Price
    ----                             ------      ----------------
    Outstanding at beginning
    of year                         3,720,301         $28
      Granted                       1,576,467          38
      Exercised                      (753,261)         23
      Canceled                       (190,360)         30
                                    ----------
    Outstanding at end of year      4,353,147          32
                                   ===========
    Exercisable at end of year      3,189,309          30
                                   ===========

    Weighted average fair
      value of options granted            $13 
      during the year              ===========

                                                 Weighted Average
    1997                               Shares     Exercise Price
    ----                               ------  
    Outstanding at 
    beginning of year                2,808,901          $25
      Granted                        1,488,242           33
      Exercised                       (366,275)          18
      Canceled                        (210,567)          28
                                      ---------
    Outstanding at end of year        3,720,301          28
                                      =========
    Exercisable at end of year        1,898,754          27
                                      =========
    Weighted average fair
      value of options granted               $9
      during the year                 =========

   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 1999, 1998 and 1997, respectively:
   risk-free interest rate of 6.6%, 4.1-6.4% and  6.1-6.3%; expected
   dividend yields of 2.0%, 1.6-2.0% and  1.8-2.0%; expected lives of
   9.0, 5.0-9.9 and 5.0-9.9 years; and expected volatility of 25%, 20-34%
   and 23%.

   12.  INCOME TAXES

   The provision for income taxes consists of the following:


                                    -69-





    YEAR ENDED DECEMBER 31,      1999     1998    1997 
    -----------------------      ----     ----    ---- 
    (In millions)

    Current:
      Federal                  $120.6    $217.1  $109.5
      State                       6.3      26.0    19.7
      Foreign                    18.2      10.3    25.3
                               ------    ------   -----
                                145.1     253.4   154.5
    Deferred                     (9.6)     81.7    68.5
                               -------   ------  ------
                               $135.5    $335.1  $223.0
                               =======   ======  ======

   The non-U.S. component of income before income taxes was $56.3 million
   in 1999, $19.1 million in 1998 and $75.8 million in 1997.

    YEAR ENDED DECEMBER 31,                1999        1998        1997 
    -----------------------                ----        ----        ---- 
    (In millions)

    Deferred tax assets:
      Accruals, not currently
         deductible for tax purposes     $198.0      $132.9      $159.2 
      Postretirement liabilities           80.5        78.5        79.8 
      Inventory reserves                   28.4        25.3        35.7 
      Self-insurance liability             29.5        44.1        39.1 
      Amortization of intangibles          27.2        13.6        43.6 
      Other                                 8.7         2.9         1.0 
                                         -------     -------     -------
                                          372.3       297.3       358.4 

    Deferred tax liabilities:
      Accelerated depreciation           (157.5)     (152.1)     (136.7)
      Prepaid pension asset               (33.7)      (27.1)      (31.1)
      Unrealized gain on securities          -           -        (51.5)
         available for sale
      Other                               (16.2)      (14.4)      (23.1)
                                         -------     -------     -------
                                         (207.4)     (193.6)     (242.4)
                                         -------     -------     -------
      Net deferred tax asset             $164.9      $103.7      $116.0 
                                         =======     =======     =======

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






                                    -70-





    YEAR ENDED DECEMBER 31,                    1999      1998      1997 
    -----------------------                    ----      ----      ---- 
    (In millions)

    Current net deferred income tax asset    $250.6    $108.2    $157.1 
    Non-current deferred income tax
    liability                                 (85.7)     (4.5)    (41.1)
                                             -------   -------   -------
                                             $164.9    $103.7    $116.0 
                                             =======   =======   =======

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

   YEAR ENDED DECEMBER 31,              1999     1998    1997 
   -----------------------              ----     ----    ---- 
   (In percent)

   Statutory rate                       35.0%    35.0%   35.0%
   Add (deduct) effect of:
      State income taxes, net of
        federal income tax effect        2.7      3.2     3.4 
      Nondeductible trade names and
        goodwill amortization            4.2      1.3     2.5 
        Nondeductible transaction       19.7       -       -  
        costs

      Tax basis differential on sales     -       2.7     1.1 
        of businesses
      Other                             (2.9)    (1.2)   (1.1)
                                        -----    -----   -----
   Effective rate                       58.7%    41.0%   40.9%
                                        =====    =====   =====

   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, 1999, the estimated amount of total
   unremitted non-U.S. subsidiary earnings is $82.0 million.

   13.  OTHER NONOPERATING (INCOME) EXPENSES 

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

   YEAR ENDED DECEMBER 31,             1999       1998         1997
   -----------------------             ----       ----         ----

   (In percent)

   Equity earnings*                 $ (8.1)  $   (7.1)      $ (5.8)
   Interest income                    (9.9)     (14.8)        (7.5)
   Dividend income                    (0.3)      (0.1)        (4.0)
   (Gain)/loss on sale of
     marketable equity securities      1.1     (191.5)        (2.9)

                                    -71-





   Gain on sales
     of businesses                      -       (59.8)            -
   Minority interest in income
   of subsidiary trust                26.8       26.7          1.5 
   Currency translation loss           1.1        6.0          0.3 
   Other                               1.9        3.5         (0.9)
                                    -------   --------     --------
                                    $ 12.6    $(237.1)      $(19.3)
                                    =======   ========     ========

   * American Tool Companies, Inc., in which the Company has a 49%
   interest.


   14.  OTHER OPERATING INFORMATION

   Industry Segment Information

   The Company operates in three reportable operating segments: Household
   Products, Hardware and Home Furnishings and Office Products. The
   principal product categories included in each of the Company's
   business segments are as follows:
    SEGMENT             PRODUCT CATEGORY

    Household Products  Household Products, Food Preparation,
                        Cooking and Serving, Infant/Juvenile Care
                        and Play, Commercial Products

    Hardware & Home     Window Treatments,  Furnishings Hardware and
                        Tools, Picture Frames and Albums

    Office Products     Markers and Writing Instruments, Office
                        Products


   NET SALES(1)(2)

    Year Ended December 31,        1999        1998        1997
    -----------------------        ----        ----        ----
    (In millions)

    Household Products         $3,335.0    $3,385.3     $3,199.6
    Hardware & Home
    Furnishings                 1,897.2     1,758.1      1,484.8
    Office Products             1,180.9     1,040.3        957.0

                               $6,413.1    $6,183.7     $5,641.4

   (1)  Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
   approximately 12% of consolidated net sales in 1999, 14% in 1998 and
   15% in 1997. Sales to no other customer exceeded 10% of consolidated
   net sales.

                                    -72-





   (2)  All intercompany transactions have been eliminated.

   OPERATING INCOME(3)

    Year Ended December 31,            1999        1998        1997
    -----------------------            ----        ----        ----
    (In millions)

    Household Products              $207.8      $376.7       $397.5
    Hardware &  Home Furnishings     297.4       290.2        241.1
    Office Products                  218.3       212.3        194.5
    Corporate                       (133.5)      (83.7)     (156.2)
                                   --------     -------    --------
                                     590.0       795.5        676.9
    Restructuring costs             (246.4)     (115.2)      (37.2)
                                    -------     -------      ------
                                    $ 343.6     $ 680.3     $ 639.7
                                    =======     =======     =======


   (3)  Operating income is net sales less cost of products sold and SG&A
   expenses, but is not affected either by nonoperating (income) expenses
   or by income taxes. Nonoperating (income) expenses consists
   principally of net interest expense, and in 1998, the net gain on the
   sale of Black & Decker common stock and the net gains on the sales of
   Stuart Hall, Newell Plastics and Decora. In calculating operating
   income for individual business segments, 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.


   IDENTIFIABLE ASSETS

    December 31,                        1999        1998       1997
    ----------------------------    --------   ---------   --------
    (In millions)

    Household Products             $ 2,129.0   $ 2,286.3  $ 2,036.1
    Hardware & Home Furnishings      1,194.4       995.8      850.8
    Office Products                    720.9       643.0      520.7
    Corporate (4)                    2,679.8     2,364.1    2,367.6
                                   ---------   ---------  ---------
                                   $ 6,724.1   $ 6,289.2  $ 5,775.2
                                   =========   =========  =========

   (4)  Corporate assets primarily include trade names and goodwill,
   equity investments and deferred tax assets.




                                    -73-





   CAPITAL EXPENDITURES

    Year Ended December 31,            1999      1998        1997
    -----------------------------      ----      ----        ----
    (In millions)

    Household Products              $ 138.3   $ 213.9     $ 168.4
    Hardware & Home Furnishings        10.1      39.1        30.3
    Office Products                    33.7      24.9        26.4
    Corporate                          18.0      40.8        23.9
                                    -------   -------     -------
                                    $ 200.1   $ 318.7     $ 249.0
                                    =======   =======     =======


   DEPRECIATION AND AMORTIZATION

    Year Ended December 31,            1999      1998       1997
    -----------------------------    ------    ------    -------
    (In millions)

    Household Products               $148.7    $149.2     $140.6
    Hardware & Home Furnishings        30.4      31.2       33.4
    Office Products                    35.7      28.7       21.6
    Corporate                          56.9      54.7       52.2
                                     ------    ------     ------
                                     $271.7    $263.8     $247.8
                                     ======    ======     ======


   GEOGRAPHIC AREA INFORMATION

   NET SALES


    Year Ended December 31,            1999        1998        1997
    --------------------------     --------    --------    --------
    (In millions)

    United States                  $4,921.4    $4,825.4    $4,769.5
    Canada                            263.2       273.9       258.9
                                   --------    --------    --------
      North America                 5,184.6     5,099.3     5,028.4
    Europe                            966.9       849.8       395.4
    South America(1)                  231.0       205.3       136.8
    All other                          30.6        29.3        80.8
                                   --------    --------    --------
                                   $6,413.1    $6,183.7    $5,641.4
                                   ========    ========    ========




                                    -74-





   (1) Includes Mexico, Venezuela and Colombia, and in 1998 and 1999,
   Brazil and Argentina.

   OPERATING INCOME

    Year Ended December 31,             1999       1998        1997
    ----------------------------   ---------  ---------   ---------
    (In millions)

    United States                 $   276.6   $   617.0    $  542.0
    Canada                             22.6       16.6         32.9
      North America                   299.2      633.6        574.9
    Europe                              4.5       24.0         31.3
    South America(1)                   43.6       41.2         32.9
    All other                          (3.7)     (18.5)         0.6
                                   ---------  ---------    --------
                                   $   343.6 $   680.3     $  639.7
                                   =========  =========    ========

                                                       

   OPERATING INCOME

   Year Ended December 31,           1999         1998          1997
   --------------------------    --------      -------      --------
   (In millions)

   United States                 $4,813.3     $4,648.2      $4,948.6
   Canada                           157.1        207.0         253.7
     North America                4,970.4      4,855.2       5,202.3
   Europe                         1,459.8      1,135.2         400.7
   South America(1)                 273.2        276.7         118.4
   All other                         20.7         22.1          53.8
                                 --------     --------      --------

                                 $6,724.1     $6,289.2      $5,775.2
                                 ========     ========      ========



   (2)  Transfers of finished goods between geographic areas are not
   significant.

   15.  LITIGATION

   The Company is subject to certain legal proceedings and claims,
   including the environmental matters described below, that have arisen
   in the ordinary conduct of its business or have been assumed by the
   Company when it purchased certain businesses.

   As of December 31, 1999, the Company was involved in various matters
   concerning federal and state environmental laws and regulations,

                                    -75-





   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. 

   Based on information available to it, the Company's estimate of
   environmental response costs associated with these matters as of
   December 31, 1999 ranged between $18.4 million and $22.6 million. As
   of December 31, 1999, the Company had a reserve equal to $21.1 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. 

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

   Subject to difficulties in estimating future environmental response
   costs, the Company does not expect that any amount it may have to pay
   in connection with environmental matters in excess of amounts reserved
   will have a material adverse effect on its consolidated financial
   statements.

   The Company is involved in several legal proceedings relating to the
   importation and distribution of vinyl mini-blinds made with plastic
   containing lead stabilizers. In 1996, the Consumer Product Safety
   Commission found that such stabilizers deteriorate over time from
   exposure to sunlight and heat, causing lead dust to form on mini-blind
   surfaces and presenting a health risk to children under six years of
   age.

   Two lawsuits, which were commenced in California in 1996 against a
   number of companies, including a subsidiary of the Company, alleging
   failure to warn consumers adequately about the presence of lead in
   accordance with California law, were resolved during 1998-99. A

                                    -76-





   national, injunction-only, class action settlement covering the
   Company's subsidiary and several other mini-blinds distributors and
   retailers was entered in the Superior Court of Passaic County, New
   Jersey on October 8, 1999. An additional related lawsuit filed in
   Illinois in 1997 against a Company subsidiary and other companies is
   also being dismissed pursuant to the terms of the national settlement
   entered in New Jersey. The Company's contribution to the settlement
   and related amounts was not material to the Company's consolidated
   financial statements.

   In December 1998, 13 companies, including a subsidiary of the Company,
   were named as defendants in another case involving the importation and
   distribution of vinyl mini-blinds containing lead. The case, filed as
   a Massachusetts class action in the Superior Court, alleges
   misrepresentation, breaches of express and implied warranties,
   negligence, loss of consortium and violation of Massachusetts consumer
   protection laws. The plaintiffs seek injunctive relief, unspecified
   damages, compensatory damages for personal injury and court costs.

   The Company has also been involved in a separate legal proceeding. In
   September 1997, an administrative law judge of the Federal Trade
   Commission ("F.T.C.") ruled that a major customer of a subsidiary of
   the Company illegally pressured manufacturers not to sell toys to
   warehouse clubs. Subsequent to the F.T.C. decision, numerous class
   action suits seeking damages on behalf of consumers were filed against
   the customer and certain manufacturers, including the Company's
   subsidiary, which was not named as a defendant in the F.T.C. suit. A
   settlement agreement has been entered into by the Company and the
   plaintiffs, including the Attorneys General for the 46 states involved
   in the suit and the named class plaintiffs (for themselves and the
   plaintiff settlement class). The parties to the case have agreed on a
   settlement, the monetary portion of which has been delivered to an
   escrow agent, and expect shortly the court's order approving the
   settlement. The Company's contribution to the settlement and related
   amounts was not material to the Company's consolidated financial
   statements.

   As of December 31, 1999, eight complaints were filed against the
   Company and certain of its officers and directors in the U.S. District
   Court for the Northern District of Illinois on behalf of a purported
   class consisting of persons who purchased common stock of the Company,
   Newell Co. or Rubbermaid Incorporated during the period from October
   21, 1998 through September 3, 1999 or exchanged shares of Rubbermaid
   common stock for the Company's common stock  as part of the Newell
   Rubbermaid merger. The complaints allege that during the relevant time
   period the defendants violated Sections 10(b), 14(a) and 20(a) of the
   Securities Exchange Act as a result of, among other allegations,
   issuing false and misleading statements concerning the Company's
   financial condition and results of operations. The Company believes
   that these claims are without merit and intends to vigorously defend
   these lawsuits.


                                    -77-





   Although management of the Company cannot predict the ultimate outcome
   of these matters with certainty, it believes that their ultimate
   resolution, 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.



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

   None.



                                  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 10, 2000 ("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 -
   Information Regarding Board of Directors and Committees," under the
   captions "Executive Compensation - Summary Compensation Table; -
   Option Grants in 1999; - Option Exercises in 1999; - Pension and
   Retirement Plans; - Employment Security Agreements," and the caption
   "Executive Compensation Committee Interlocks and Insider
   Participation," which information is hereby incorporated by reference
   herein.


   ITEM 12.  SECURITY 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.



                                    -78-






   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Not applicable.


















































                                    -79-






                                   PART IV


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

   (a)(1) The following is a list of the financial statements of Newell
   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, 1999,  
   1998 and 1997

   Consolidated Balance Sheets - December 31, 1999, 1998 and 1997

   Consolidated Statements of Cash Flows - Years Ended December 31, 1999,
   1998 and 1997

   Consolidated Statements of Stockholders' Equity - Years Ended December
   31, 1999, 1998 and 1997

   Notes to Consolidated Financial Statements - December 31, 1999, 1998
   and 1997

   (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.













                                    -80-





               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                               (in thousands)


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

                                                 Balance at                             (A)                        Balance
       Allowance for                            Beginning of                         Charges to         (B)       at End of
       Doubtful Accounts                           Period           Provision      Other Accounts   Deductions     Period 
       ----------------------------             -------------      -----------     --------------    ---------    --------
       <S>                                         <C>               <C>               <C>           <C>           <C>
       For the year ended:
         December 31, 1999                         $34,157           $17,928           $1,922        ($12,137)     $41,870

         December 31, 1998                         30,075              5,488           14,028         (15,434)      34,157
         December 31, 1997                         25,890              3,870           8,321           (8,006)      30,075

     Note A - Represents recovery of accounts previously written off, along with net reserves of acquired and divested
     businesses.
     Note B - Represents accounts charged off.
</TABLE>



<TABLE>
<CAPTION>

                                             Balance at                                                        Balance at
                                             Beginning                                            (C)            End of
       Inventory Reserves                    of Period        Provision       Write-offs         Other           Period 
       ----------------------               -----------     -------------    ------------    -------------     ---------
       <S>                                    <C>              <C>            <C>               <C>             <C>
       For the year ended:
           December 31, 1999                  $113,775         $75,660        ($72,768)         $ 2,722         $119,389
           December 31, 1998                   119,179          13,338         (29,293)          10,551          113,775
           December 31, 1997                   113,487          16,821         (30,332)          19,203          119,179

     Note C - Represents net reserves of acquired and divested businesses, including provisions for product line
     rationalization.
</TABLE>



<TABLE>
<CAPTION>

                                             Balance at                                                        Balance at
                                             Beginning                                                           End of
       Restructuring Reserves                of Period        Provision     (D) Reserves         Other           Period   
       --------------------------------     ------------    -------------   -------------     -----------     ------------
       <S>                                     <C>            <C>             <C>                <C>            <C>
       For the year ended:
           December 31, 1999                   $1,559         $246,381        ($230,010)         -              $17,930
           December 31, 1998                    1,529          115,154         (115,124)         -                1,559
           December 31, 1997                   26,483           37,200          (62,154)         -                1,529

     Note D - Represents costs charged to restructuring reserves in accordance with the restructuring plan.
</TABLE>






                                    -81-






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


                                           Date  March 29, 2000

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

        Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below on March 29, 2000 by the
   following persons on behalf of the Registrant and in the capacities
   indicated.

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


    ______________________________        Chairman of the Board and
    William P. Sovey                      Director


    /s/ John J. McDonough                 Vice Chairman of the Board,
    ------------------------------        Chief Executive Officer and
    John J. McDonough                     Director (Principal Executive
                                          Officer)


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


    /s/ Jeffrey J. Burbach                Vice President-Controller
    ------------------------------        (Principal Accounting Officer)
    Jeffrey J. Burbach


    /s/ Dale L. Matschullat               Chief Financial Officer
    ------------------------------        (Principal Financial Officer)
    Dale L. Matschullat




                                    -82-





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

    ______________________________        Director
    Alton F. Doody


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


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


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

    ______________________________        Director
    Elizabeth Cuthbert Millett


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



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


    /s/ Tom H. Barrett                    Director
    ------------------------------
    Tom H. Barrett


    ______________________________        Director
    Thomas J. Falk


    /s/ Wolfgang R. Schmitt               Director
    ------------------------------
    Wolfgang R. Schmitt



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


                                    -83-





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


















































                                    -84-






<TABLE>
<CAPTION>
                                                        (C)  EXHIBIT INDEX


                                               Exhibit
                                                Number     Description of Exhibit
                                              ----------   ----------------------
       <S>          <C>                       <C>          <C>

       Item 3.      Articles of                  3.1       Restated Certificate of Incorporation of Newell Rubbermaid
                    Incorporation and                      Inc., as amended as of March 24, 1999 (incorporated by
                    By-Laws                                reference to Exhibit 3.1 to the Company's Current Report on
                                                           Form 8-K dated March 24, 1999).

                                                 3.2       By-Laws of Newell Rubbermaid Inc, as amended through August 8,
                                                           1999 (incorporated by reference to the Company's Quarterly
                                                           Report on Form 10-Q for the quarterly period ended September
                                                           30, 1999).


       Item 4       Instruments defining         4.1       Restated Certificate of Incorporation of Newell Rubbermaid
                    the rights of security                 Inc., as amended as of March 24, 1999, is included in Item 3.1.
                    holders, including
                    indentures

                                                 4.2       By-Laws of Newell Rubbermaid Inc., as amended through August 8,
                                                           1999, 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).

                                                 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).

                                                 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       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.






                                                             -85-





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


       Item 10.     Material Contracts          *10.1      The Newell Long-Term Savings and Investment Plan, as amended
                                                           and restated effective May 1, 1993 and amended through December
                                                           29, 1995  (incorporated by reference to Exhibit 10.1 to the
                                                           Company's Annual Report on Form 10-K for the year ended
                                                           December 31, 1998 (the "1998 Form 10-K")).

                                                *10.2      The Company's Amended and Restated 1984 Stock Option Plan, as
                                                           amended through February 14, 1990 (incorporated by reference to

                                                           Exhibit 10.2 to the Company's Annual Report on Form 10-K for
                                                           the year ended December 31, 1990 (the "1990 Form 10-K")).

                                                *10.3      Newell Co. Deferred Compensation Plan, as amended, effective
                                                           August 1, 1980, as amended and restated effective January 1,
                                                           1997 (incorporated by reference to Exhibit 10.3 to the 1998
                                                           Form 10-K).

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

                                                           Exhibit 10.8 to the Company's Registration Statement on Form
                                                           S-14, Reg. No. 002-71121, filed March 4, 1981).

                                                *10.5      Newell Operating Company's ROI Cash Bonus Plan, effective
                                                           January 1, 1986 (incorporated by reference to Exhibit 10.5 to
                                                           the 1998 Form 10-K).

                                                *10.6      Newell Operating Company's Pension Plan for Salaried and
                                                           Clerical Employees, as amended and restated, effective January
                                                           1, 1996, as amended through June 15, 1998 (incorporated by
                                                           reference to Exhibit 10.6 to the 1998 Form 10-K).

                                                *10.7      Newell Operating Company's Pension Plan for Factory and
                                                           Distribution Hourly-Paid Employees, as amended and restated
                                                           effective January 1, 1989 and amended through September 30,
                                                           1997 (incorporated by reference to Exhibit 10.7 to the 1998
                                                           Form 10-K).

                                                *10.8      Newell Operating Company's Restated Supplemental Retirement
                                                           Plan for Key Executives, effective January 1, 1982, as amended
                                                           effective May 13, 1998 (incorporated by reference to Exhibit
                                                           10.8 to the 1998 Form 10-K).

                                                *10.9      Form of Employment Security Agreement with certain executive
                                                           officers (incorporated by reference to Exhibit 10.10 to the
                                                           1990 Form 10-K).







                                                             -86-





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

                                                10.10      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).

                                                10.11      Shareholder's Agreement and Irrevocable Proxy dated as of June
                                                           21, 1985. among American Tool Companies, Inc., Newell Co.,
                                                           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
                                                           From 10-K for the year ended December 31, 1997 (the "1997 Form
                                                           10-K")).

                                                *10.12     Newell Rubbermaid Inc. 1993 Stock Option Plan, effective
                                                           February 9, 1993, as amended May 26, 1999 (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).

                                                10.13      Amended and Restated Trust Agreement, dated as of December 12,
                                                           1997 among Newell Co., 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 Company's Registration
                                                           Statement on Form S-3, File No. 333-47261, filed March 3, 1998
                                                           (the "1998 Form  S-3").

                                                10.14      Junior Convertible Subordinated Indenture for the 5.25%
                                                           Convertible Subordinated Debentures, dated as of December 12,
                                                           1997, among Newell Co. and The Chase Manhattan Bank, as
                                                           Indenture Trustee (Incorporated by reference to Exhibit 4.3 to
                                                           the 1998 Form S-3).

                                                10.15      Terms Agreement dated as of July 9, 1998 among Newell Co.,
                                                           Morgan Stanley Dean Witter, Merrill Lynch, Pierce, Fenner &
                                                           Smith Incorporated, Chase Securities Inc. and First Chicago
                                                           Capital Markets, Inc. (incorporated by reference to Exhibit 1.1
                                                           to the Company's Current Report on Form 8-K dated July 9,
                                                           1998).

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


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

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



                                                             -87-





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

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

                                                 23.2      Consent of KPMG LLP

       Item 27.     Financial Data                27       Financial Data Schedule.
                    Schedule

       Item 99.     Additional Exhibits           99       Safe Harbor Statement.

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









































                                                             -88-
</TABLE>







<TABLE>
<CAPTION>
                                                                                                                  EXHIBIT 11


                                        COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK


                                                                                Year Ended December 31,
                                                                  ----------------------------------------------------
                                                                             1999                 1998                  1997
                                                                         --------             --------              --------
                                                                         (In thousands, except per share data)
     <S>                                                                 <C>                  <C>                   <C>
     Basic earnings per share:

       Net income                                                        $ 95,437             $481,834              $321,617
       Weighted average shares outstanding                                281,806              280,731               280,300
       Basic earnings per share                                             $0.34                $1.72                 $1.15

     Diluted earnings per share:
       Net income                                                         $95,437             $481,834              $321,617

       Minority interest in income of subsidiary trust,
         net of tax                                                           (A)               15,742                   807
                                                                         --------             --------              --------

       Net income, assuming conversion of all applicable
         securities                                                       $95,437             $497,576              $322,424
       Weighted average shares outstanding                                281,806              280,731               280,300
       Incremental common shares applicable to common
         stock options based on the average market price
         during the period                                                    (A)                1,287                   839

       Average common shares issuable assuming conversion
         of the Company-Obligated Mandatorily Redeemable
         Convertible Preferred Securities of a Subsidiary                     (A)                9,865                   514
         Trust                                                           --------             --------              --------

       Weighted average shares outstanding assuming full
         dilution                                                         281,806              291,883               281,653
       Diluted earnings per share, assuming conversion of
         all applicable securities                                          $0.34                $1.70                 $1.14


     Note A - Diluted earnings per share for the twelve months exclude the impact of "in-the-money" stock options and
     convertible preferred securities because they
 are anti-dilutive.












                                                             -89-
</TABLE>





<TABLE>
<CAPTION>
                                                                                                                  EXHIBIT 12


                                                   STATEMENT OF COMPUTATION OF 
                                                RATIO OF EARNINGS TO FIXED CHARGES


                                                          Year Ended December 31,
                                                          ------------------------
                                                          1999           1998          1997         1996        1995
                                                          ----           ----          ----         ----        ----
                                                     (In thousands, except ratio data)
       <S>                                           <C>             <C>          <C>          <C>         <C>
       Earnings available to fixed charges:

         Income before income taxes                  $230,939        $816,973     $544,590     $673,312    $472,786 
       Fixed charges -
         Interest expense                             100,021        100,514       114,357       84,822      65,125 
         Portion of rent determined to be 
           interest(A)                                 30,319         26,287        23,343       17,561      15,340 
         Minority interest in income of                                                    
           subsidiary trust                            26,771         26,692         1,528            0           0 
                                                       (8,118)        (7,127)       (5,831)      (6,364)     (5,993)
         Equity in earnings elimination             ----------     ----------    ----------    ---------   ---------

                                                     $379,932       $963,339      $677,987     $769,331    $547,258 
                                                    ==========     ==========    ==========    =========   =========
       Fixed charges:
         Interest expense                            $100,021       $100,514      $114,357     $ 84,822    $ 65,125 
         Portion of rent determined to be
           interest(A)                                 30,319         26,287        23,343       17,561      15,340 
         Minority interest in income of                26,771         26,692         1,528            0           0 
           subsidiary trust                         ----------     ----------    ----------    ---------   ---------

                                                     $157,111       $153,493      $139,228     $102,383    $ 80,465 
                                                    ==========     ==========    ==========    =========   =========
                                                         2.42           6.28          4.87          7.51       6.80 
       Ratio of earnings to fixed charges           ==========     ==========    ==========    =========   =========



     Note A -  A standard ratio of 33% was applied to gross rent expense to approximate the interest portion of short-term
     and long-term leases.













                                                             -90-
</TABLE>







<TABLE>
<CAPTION>

                                                                                                                EXHIBIT 21.1


                                                     SIGNIFICANT SUBSIDIARIES

       Name                                                          Ownership
       ----------------------------------                            ---------------------------------------------------
       <S>                                         <C>               <C>
       Intercraft Company                          Delaware          100% of stock owned by Newell Rubbermaid Inc.

       Newell Investments Inc.                     Delaware          100% of stock owned by Newell Operating Company
       Newell Operating Company                    Delaware          77.5% of stock owned by Newell Rubbermaid Inc.;
                                                                     22.5% of stock owned by Anchor Hocking Corporation

       Rubbermaid Incorporated                       Ohio            100% of stock owned by Newell Rubbermaid Inc.

       Rubbermaid Texas Limited                 Texas (limited       Rubbermaid Incorporated is the general partner and
       Partnership                               partnership)        Rubfinco Inc. is the limited partner

       Sanford, L.P.                               Illinois          Newell Operating Company is the general partner and
                                                   (limited          Sanford Investment Company is the limited partner
                                                 partnership)






























                                                             -91-
</TABLE>






                                                             EXHIBIT 23.1



                        [ARTHUR ANDERSEN LETTERHEAD]

                  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 26, 2000, 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 Statements
   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 29, 2000





























                                    -92-





                                                             EXHIBIT 23.2




                       Consent of Independent Auditors

   The Board of Directors
   Newell Rubbermaid Inc.:

   We consent to the incorporation by reference in Newell Rubbermaid
   Inc.'s previously filed Form S-8 Registration Statements (File Nos.
   33-24447, 33-25196, 33-40641, 33-62047, 33-67632, and 333-38621), and
   Form S-3 Registration Statements (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) of
   our report dated February 5, 1999, except as to Note 15, which is as
   of March 24, 1999, with respect to the consolidated balance sheets of
   Rubbermaid Incorporated and subsidiaries as of January 1, 1999, and
   December 31, 1997, and the related consolidated statements of
   earnings, shareholder's equity and comprehensive income, and cash
   flows for each of the years in the two-year period ended January 1,
   1999.

   KPMG LLP


   Cleveland, Ohio
   March 28, 2000























                                    -93-





<TABLE> <S> <C>

       
<CAPTION>
     <S>                               <C>
     <ARTICLE>                         5
     <LEGEND>                          This schedule contains summary financial information extracted from the Newell
                                       Rubbermaid Inc. and Subsidiaries Consolidated Balance Sheets and Statements of
                                       Income and is qualified in its entirety by reference to such financial statements.
     <MULTIPLIER>                      1,000
            
     <PERIOD-TYPE>                     12-MOS
     <FISCAL-YEAR-END>                                  DEC-31-1999
     <PERIOD-END>                                       DEC-31-1999
     <CASH>                                                 102,164
     <SECURITIES>                                                 0
     <RECEIVABLES>                                        1,178,423
     <ALLOWANCES>                                           (41,870)     <F1>
     <INVENTORY>                                          1,034,794
     <CURRENT-ASSETS>                                     2,738,569
     <PP&E>                                               2,955,364      <F2>
     <DEPRECIATION>                                      (1,407,173)     <F2>
     <TOTAL-ASSETS>                                       6,724,088
     <CURRENT-LIABILITIES>                                1,629,883
     <BONDS>                                              1,455,779
     <PREFERRED-MANDATORY>                                  500,000
     <PREFERRED>                                                  0
     <COMMON>                                               282,026
     <OTHER-SE>                                           2,414,980
     <TOTAL-LIABILITY-AND-EQUITY>                         6,724,088
     <SALES>                                              6,413,074
     <TOTAL-REVENUES>                                     1,741,199
     <CGS>                                                4,671,875
     <TOTAL-COSTS>                                        6,069,469
     <OTHER-EXPENSES>                                       112,666
     <LOSS-PROVISION>                                        17,928      <F1>
     <INTEREST-EXPENSE>                                     100,021
     <INCOME-PRETAX>                                        230,939
     <INCOME-TAX>                                           135,502
     <INCOME-CONTINUING>                                     95,437
     <DISCONTINUED>                                               0
     <EXTRAORDINARY>                                              0
     <CHANGES>                                                    0
     <NET-INCOME>                                            95,437
     <EPS-BASIC>                                             0.34
     <EPS-DILUTED>                                             0.34

     <FN>
     <F1>     Allowances for doubtful accounts are reported as contra accounts to accounts receivable.  The Corporate
              reserve for bad debts is a percentage of trade receivables based on the bad debts experienced in one or more
              past years, general economic conditions, the age of the receivables and other factors that indicate the
              element of uncollectibility in the receivables outstanding at the end of the period.
     <F2>     See notes to the consolidated financial statements.


                                                             -94-
        

</TABLE>






                                                               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, 1999, 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, capital
   expenditures, dividends, capital structure, free cash flow, debt to
   capitalization ratios, interest rates, internal growth rates, Euro
   conversion plans and related risks, Year 2000 plans and related risks,
   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," "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 set forth generally in the 1999 Form 10-K and the
   documents that are incorporated by reference therein could cause
   actual results to differ.  In addition, there can be no assurance
   that:

             -    we have correctly identified and assessed all
                  of the factors affecting the Company; or
             -    the publicly available and other information 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 the U.S. and to a lesser
   extent in:

             - Europe, including the Middle East and Africa;
             - Latin America; including Mexico and Central
                America;
             - Canada; and 
             - Asia, including Australia and New Zealand.

        These retail economies are affected by such factors as consumer
   demand, the condition of the consumer products retail industry and

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   weather conditions.  In recent years, the consumer products retail
   industry has been characterized by intense competition and
   consolidation among both product suppliers and retailers. 

   Nature of the Marketplace
   -------------------------

        We compete with numerous other manufacturers and distributors of
   consumer products, many of which are large and well-established.  In
   addition, our principal customers are volume purchasers, many of which
   are much larger than us and have strong bargaining power with
   suppliers, which limits our ability to recover cost increases through
   increased selling prices.  The rapid growth of large mass
   merchandisers, such as discount stores, warehouse clubs, home centers
   and office superstores, together with changes in consumer shopping
   patterns, have contributed to a significant consolidation of the
   consumer product retail industry and the formulation of dominant
   multi-category retailers.  Other trends among retailers are to require
   manufacturers to supply innovative new products, maintain or reduce
   product prices or deliver products with shorter lead times, or 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 our principal customers continuously
   evaluate which product suppliers to use, resulting in pricing
   pressures and the need for ongoing improvements in customer service. 

   Growth by Acquisition
   ---------------------

        The acquisition of companies that sell name brand, staple
   consumer product lines to volume purchasers is one of the foundations
   of our growth strategy.  Our ability to continue to make sufficient
   strategic acquisitions at reasonable prices and to integrate the
   acquired businesses within a reasonable period of time are important
   factors in our future earnings growth.

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

        Foreign operations, which include manufacturing in Canada,
   Mexico, Brazil, Columbia, Venezuela and many countries in Europe, and
   importing products from the Far East, increasingly are becoming
   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. 





                                    -96-





   Integration of Rubbermaid
   -------------------------

        Our merger with Rubbermaid incorporated was effective on March
   24, 1999.  Since the merger, we have continued the process of
   integrating Rubbermaid's businesses into our businesses,
   administrative savings initiatives, operations savings initiatives and
   customer service/sales inititatives.  Our ability to integrate these
   businesses successfully and to realize anticipated operating income
   improvements continues to be a challenge given the size of Rubbermaid
   and the differences in corporate culture.  All of these issues
   continue to be important factors in our future earnings growth.




































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