UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported):  January 29, 2004

                           NEWELL RUBBERMAID INC.
           (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                  1-9608           36-3514169
              --------                  ------           ----------
    (State or Other Jurisdiction     (Commission        (IRS Employer
          of Incorporation)          File Number)    Identification No.)

         Deerfield Corporate Centre One
          13010 Morris Road, Suite 100
               Alpharetta, Georgia                       30004
         ------------------------------                  -----
    (Address of Principal Executive Offices)          (Zip Code)

     Registrant's telephone number, including area code:  (770) 670-2232







   ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

        (c)  Exhibits.

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

             99.1     Press Release, dated January 29, 2004, issued by
                      Newell Rubbermaid Inc., and Additional Financial
                      Information


   ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

   The information in this Report, including the Exhibit attached hereto,
   is furnished pursuant to Item 12 of this Form 8-K.  Consequently, it
   is not deemed "filed" for the purposes of Section 18 of the Securities
   Exchange Act of 1934, or otherwise subject to the liabilities of that
   section.  It may only be incorporated by reference in another filing
   under the Exchange Act or Securities Act of 1933 if such subsequent
   filing specifically references this Form 8-K.

   On January 29, 2004, Newell Rubbermaid Inc. (the "Company") reported
   its results for the fourth fiscal quarter ended December 31, 2003 and
   the fiscal year ended December 31, 2003.  The Company's press release,
   dated January 29, 2004, is attached as Exhibit 99.1.

   The press release contains non-GAAP financial measures.  For purposes
   of SEC Regulation G, a "non-GAAP financial measure" is a numerical
   measure of a registrant's historical or future financial performance,
   financial position or cash flows that excludes amounts, or is subject
   to adjustments that have the effect of excluding amounts, that are
   included in the most directly comparable measure calculated and
   presented in accordance with GAAP in the statement of income, balance
   sheet or statement of cash flows of the issuer; or includes amounts,
   or is subject to adjustments that have the effect of including
   amounts, that are excluded from the most directly comparable measure
   so calculated and presented.  Operating and statistical measures and
   certain ratios and other statistical measures are not non-GAAP
   financial measures.  For purposes of the definition, GAAP refers to
   generally accepted accounting principles in the United States.
   Pursuant to the requirements of Regulation G, the Company has
   provided, as a part of the press release, a reconciliation of each of
   the non-GAAP financial measures to the most directly comparable GAAP
   financial measure.  (For certain other statistical measures that are
   not non-GAAP financial measures, the Company has provided other
   supplemental information, also as part of the press release.)

   The Company has used the financial measures that are included in the
   press release for several years, both in presenting its results to
   stockholders and the investment community and in its internal

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   evaluation and management of its businesses.  The Company's management
   believes that these measures -- including those that are "non-GAAP
   financial measures" -- and the information they provide are useful to
   investors because they permit investors to view the Company's
   performance using the same tools that Company management uses and to
   gauge the Company's progress in achieving its stated goals.

   The Company's management believes that the individual measures are
   also useful to investors for more specific reasons:

        Operating income, net income and gross margin, excluding
   restructuring and other charges, as a percentage of sales. -- These
   measures are also useful to investors because they provide information
   with respect to operating income, net income and gross margin related
   to continuing operations after the restructuring plan is completed.

        Free cash flow:  Cash flow provided by operations, net of
   dividends and capital expenditures. -- This measure is also useful
   to investors because it is an indication of amounts of cash flow
   that may be available for further investment in future growth
   initiatives.

        Diluted earnings per share, excluding restructuring and other
   charges. -- This measure is also useful to investors because it
   provides information with respect to earnings per share, both
   historical and expected, related to continuing operations after the
   restructuring plan is completed.

   The other purpose for which the Company uses free cash flow and
   earnings per share, excluding restructuring and other charges, is as
   two of the performance goals that help determine the amount, if any,
   of cash bonuses for corporate management employees under the Company's
   management cash bonus plan.




















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                                 SIGNATURES
                                 ----------


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

                                      NEWELL RUBBERMAID INC.


   Date: January 29, 2004             By:  /s/ Dale L. Matschullat
                                           -----------------------------
                                           Dale L. Matschullat
                                           Vice President - General
                                           Counsel & Corporate Secretary





































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                                EXHIBIT INDEX
                                -------------

          Exhibit No.     Description
          -----------     -----------

          99.1            Press Release, dated January 29, 2004, issued by
                          Newell Rubbermaid Inc., and Additional Financial
                          Information













































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