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


                                 FORM 8-A/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                           NEWELL RUBBERMAID INC.
   ----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

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

        10 B Glenlake Parkway
             Suite 300
        Atlanta, Georgia                             30328
   ----------------------------------------------------------------------
    (Address of principal executive offices)       (Zip Code)

        If this form relates to the registration of a class of securities
   pursuant to Section 12(b) of the Exchange Act and is effective
   pursuant to General Instruction A.(c), check the following box. [X]

        If this form relates to the registration of a class of securities
   pursuant to Section 12(g) of the Exchange Act and is effective
   pursuant to General Instruction A.(d), please check the following box.
   [   ]

        Securities Act registration statement file number to which this
   form relates:  001-09608  (if applicable).

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

        Title Of Each Class           Name Of Each Exchange On Which
        To Be So Registered           Each Class Is To Be Registered
        -------------------           ------------------------------

   Common Stock Purchase Rights       New York Stock Exchange
                                      Chicago Stock Exchange

   Securities to be registered pursuant to Section 12(g) of the Act:
             NONE
   ------------------------
        (Title of class)







                              EXPLANATORY NOTE

        This Form 8-A/A amends and restates the Registration Statement on
   Form 8-A/A dated October 27, 2003, filed by Newell Rubbermaid Inc.
   (the "Company") with respect to the Common Stock Purchase Rights
   issued pursuant to the Rights Agreement dated as of August 6, 1998, as
   amended as of September 29, 2003.  As of August 22, 2006, the Company
   and Computershare Investor Services, LLC entered into a Second
   Amendment to the Rights Agreement to appoint Computershare Investor
   Services, LLC as the Rights Agent under the Rights Agreement, which is
   filed as Exhibit 4.3 hereto and is incorporated herein by reference.
   The Rights Agreement, as amended through the date hereof, is referred
   to as the "Rights Agreement."

   ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        On August 6, 1998, the Board of Directors of Newell Rubbermaid
   Inc. (the "Company") declared a dividend distribution of one Right for
   each outstanding share of Common Stock, $1.00 par value (the "Common
   Stock"), of the Company to the stockholders of record on October 31,
   1998 (the "Record Date").  Each Right entitles the registered holder
   to purchase from the Company one share of Common Stock at a price of
   $200.00 per share (the "Purchase Price"), subject to adjustment.  The
   description and terms of the Rights are set forth in a Rights
   Agreement between the Company and First Chicago Trust Company of New
   York, which was amended, effective September 29, 2003, to remove First
   Chicago Trust Company of New York as Rights Agent and to appoint The
   Bank of New York as the Rights Agent, and which was further amended,
   effective August 22, 2006, to remove The Bank of New York as Rights
   Agent and to appoint Computershare Investor Services, LLC as the new
   Rights Agent.  The Rights replaced the share purchase rights which
   were initially distributed to the Company's stockholders by a dividend
   in 1988 and which expired by their own terms on October 31, 1998.

        Until the earlier to occur of (i) the tenth business day after a
   public announcement that a person or group of affiliated or associated
   persons acquired, or obtained the right to acquire, beneficial
   ownership of 15% or more of the outstanding shares of Common Stock of
   the Company (such person or group being called an "Acquiring Person"
   and such date of first public announcement being called the "Stock
   Acquisition Date"), or (ii) the tenth business day after the
   commencement or announcement of an intention to make a tender offer or
   exchange offer which would result in any person or group of affiliated
   or associated persons becoming an Acquiring Person (the earlier of
   such dates being called the "Distribution Date"), the Rights will be
   evidenced, with respect to any of the Company's Common Stock
   certificates outstanding as of the Record Date, by such Common Stock
   certificate with a copy of this Summary of Rights attached thereto.
   The Rights Agreement provides that, until the Distribution Date, the
   Rights will be transferred with and only with the Company's Common
   Stock.  Until the Distribution Date (or earlier redemption or
   expiration of the Rights), new Common Stock certificates issued after
   the Record Date upon transfer or new issuance of the Company's Common
   Stock will contain a notation incorporating the Rights Agreement by
   reference.  Until the Distribution Date (or earlier redemption or

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   expiration of the Rights), the surrender for transfer of any of the
   Company's Common Stock certificates outstanding as of the Record Date
   will also constitute the transfer of the Rights associated with the
   Common Stock represented by such certificate.  As soon as practicable
   following the Distribution Date, separate certificates evidencing the
   Rights ("Rights Certificates") will be mailed to holders of record of
   the Company's Common Stock as of the close of business on the
   Distribution Date and, thereafter, such separate Rights Certificates
   alone will evidence the Rights.

        The Rights are not exercisable until the Distribution Date.  The
   Rights will expire on October 31, 2008, unless earlier redeemed by the
   Company as described below.

        The Purchase Price payable, and the number of shares of Common
   Stock or other securities or property issuable, upon exercise of the
   Rights are subject to adjustment from time to time to prevent dilution
   (i) in the event of a stock dividend on, or a subdivision, combination
   or reclassification of the Common Stock, (ii) upon the grant to
   holders of Common Stock of certain rights, options or warrants to
   subscribe for shares of Common Stock or convertible securities at less
   than the current market price of the Common Stock or (iii) upon the
   distribution to holders of Common Stock of evidences of indebtedness
   or assets (excluding (a) a regular periodic cash dividend or (b) a
   dividend payable in Common Stock) or of subscription rights, options
   or warrants (other than those referred to above).

        In the event that a person becomes the beneficial owner of 15% or
   more of the outstanding shares of Common Stock (i.e., becomes an
   Acquiring Person), each holder of a Right, other than Rights
   beneficially owned by the Acquiring Person (which will be void), will
   have the right to receive upon exercise thereof, that number of shares
   of Common Stock having a market value of two times the exercise price
   of the Right (such right being called the "Flip-In" right).

        In the event that, on or after the Stock Acquisition Date, the
   Company were acquired in a merger or other business combination, or
   50% or more of its assets or earning power were sold, proper provision
   shall be made so that each holder of a Right shall thereafter have the
   right to receive, upon the exercise thereof at the then current
   exercise price of the Right, that number of shares of common stock of
   the acquiring company which at the time of such transaction would have
   a market value of two times the exercise price of the Right.  In the
   event that the Company were the surviving corporation in a merger
   involving the Acquiring Person and the Common Stock were not changed
   or exchanged, proper provision shall be made so that each holder of a
   Right, other than Rights beneficially owned by the Acquiring Person
   (which will be void), will thereafter have the right to receive upon
   exercise that number of shares of the Common Stock having a market
   value of two times the exercise price of the Right (such right being
   called the "Flip-Over" right).  The holder of a right will no longer
   have a Flip-Over right if, and to the extent that, he has exercised
   his Flip-In right.



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        With certain exceptions, no adjustment in the Purchase Price will
   be required until cumulative adjustments require an adjustment of at
   least 1% in such Purchase Price. No fractional shares will be issued
   and, in lieu thereof, a cash payment will be made based on the market
   price of the Common Stock on the last trading date prior to the date
   of exercise.

        At any time prior to the time that there is an Acquiring Person,
   the Company may, at its option, redeem the Rights in whole but not in
   part, at a price of $.001 per Right (the "Redemption Price").
   Immediately upon the authorization of the redemption of the Rights by
   the Board of Directors of the Company, the Rights will terminate and
   the only right of the holders of Rights will be to receive the
   Redemption Price.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Board of Directors of the Company may amend the Rights
   Agreement at any time prior to the time that there is an Acquiring
   Person, provided that no amendment may adversely affect the interests
   of the holders of the Rights.

        One Right was distributed to shareholders of the Company for each
   share of Common Stock owned of record by them as of the close of
   business on October 31, 1998 and for each additional share of Common
   Stock that has become outstanding since that date.  Until the
   Distribution Date, the Company will continue to issue one Right with
   each share of Common Stock that shall become outstanding so that all
   shares of Common Stock will have attached  Rights.  As of July 31,
   2006, there were 276,935,358 (exclusive of treasury shares) shares of
   Common Stock issued and outstanding.

        The Rights have certain anti-takeover effects.  The Rights may
   cause substantial dilution to a person or group that attempts to
   acquire the Company on terms not approved in advance by the Board of
   Directors of the Company.  The Rights should not interfere with any
   merger or other business combination approved by the Board of
   Directors prior to the time that a person or group has acquired
   beneficial ownership of 15% or more of the Common Stock, since until
   such time the Rights may be redeemed by the Company at $.001 per
   Right.

        The initial dividend distribution of the Rights was not taxable to
   the Company or its shareholders.  The Rights were not dilutive and did
   not affect reported earnings per share.  The Company received no
   proceeds from the issuance of the Rights as a dividend.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Rights Agreement, which specifies the terms of the Rights and
   includes the form of Rights Certificate and the Summary of Rights, is

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   attached hereto as an exhibit and incorporated herein by reference.  A
   copy of the Rights Agreement is available free of charge from the
   Company.  The foregoing description of the Rights does not purport to
   be complete and is qualified in its entirety by reference to the
   Rights Agreement.

   ITEM 2.    EXHIBITS.

        The following exhibits are filed as a part of this Registration
   Statement:

   EXHIBIT NO.    DESCRIPTION
   -----------    -----------

        4.1       Rights Agreement dated as of August 6, 1998 between
                  Newell Co. and First Chicago Trust Company of New York,
                  as Rights Agent (incorporated by reference to Exhibit 1
                  to the Registrant's Registration Statement on Form 8-A
                  dated August 28, 1998, File No. 001-09608).

        4.2       First Amendment to Rights Agreement dated as of
                  September 29, 2003 between Newell Rubbermaid Inc. and
                  The Bank of New York, as Rights Agent (incorporated by
                  reference to Exhibit 4.2 to the Registrant's
                  Registration Statement on Form 8-A/A dated October 27,
                  2003, File No. 001-09608).

        4.3       Second Amendment to Rights Agreement dated as of August
                  22, 2006 between Newell Rubbermaid Inc. and
                  Computershare Investor Services, LLC, as Rights Agent.


























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                                 SIGNATURES

             Pursuant to the requirements of Section 12 of the Securities
   Exchange Act of 1934, the registrant has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereto duly
   authorized.

   Dated:    August 22, 2006

                                 NEWELL RUBBERMAID INC.

                                 By:       /s/ Dale L. Matschullat
                                      ----------------------------------
                                 Name:     Dale L. Matschullat
                                 Title:    Vice President - General
                                           Counsel & Corporate Secretary








































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                                EXHIBIT INDEX

   EXHIBIT NO.    DESCRIPTION
   -----------    -----------

        4.1       Rights Agreement dated as of August 6, 1998 between
                  Newell Co. and First Chicago Trust Company of New York,
                  as Rights Agent (incorporated by reference to Exhibit 1
                  to the Registrant's Registration Statement on Form 8-A
                  dated August 28, 1998, File No. 001-09608).

        4.2       First Amendment to Rights Agreement dated as of
                  September 29, 2003 between Newell Rubbermaid Inc. and
                  The Bank of New York, as Rights Agent (incorporated by
                  reference to Exhibit 4.2 to the Registrant's
                  Registration Statement on Form 8-A/A dated October 27,
                  2003, File No. 001-09608).

        4.3       Second Amendment to Rights Agreement dated as of August
                  22, 2006 between Newell Rubbermaid Inc. and
                  Computershare Investor Services, LLC, as Rights Agent.



































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