8-K/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                 FORM 8-K/A

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

      Date of report (Date of earliest event reported):  March 25, 2002

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

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

     29 East Stephenson Street,
        Freeport, Illinois                           61032-0943
   (Address of Principal Executive                   (Zip Code)
            Offices)

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








   Item 4.   Changes in Registrant's Certifying Accountant.

        The Audit Committee of the Board of Directors of Newell
   Rubbermaid Inc. (the "Company") annually considers and recommends to
   the Board the selection of the Company's independent public
   accountants.  As recommended by the Company's Audit Committee, the
   Company's Board of Directors on March 25, 2002 decided to dismiss
   Arthur Andersen LLP ("Andersen") as the Company's independent public
   accountants and to engage Ernst & Young LLP to serve as the Company's
   independent accountants for 2002.

        Andersen's reports on the Company's consolidated financial
   statements for each of the two most recent fiscal years ending
   December 31 did not contain an adverse opinion or disclaimer of
   opinion, nor were they qualified or modified as to uncertainty,
   audit scope or accounting principles.

        In connection with its audits for the Company's two most recent
   fiscal years and during the subsequent interim period through
   March 25, 2002, there have been no disagreements between the Company
   and Andersen on any matter of accounting principles and practices,
   financial statement disclosure or auditing scope or procedure, which
   disagreements, if not resolved to Andersen's satisfaction, would have
   caused Andersen to make reference to the subject matter of the
   disagreement in connection with its report on the Company's
   consolidated financial statements for such years.

        During the Company's two most recent fiscal years and through
   March 25, 2002, there have been no reportable events as defined in
   Item 304(a)(1)(v) of Regulation S-K.

        The Company has requested Andersen to furnish it with a letter
   addressed to the Securities and Exchange Commission stating whether it
   agrees with the above statements made by the Company.  A copy of the
   letter, dated April 3, 2002, is filed as Exhibit 16.1 to this Current
   Report on Form 8-K/A.

        During the Company's two most recent fiscal years and through
   March 25, 2002, the Company did not consult Ernst & Young LLP with
   respect to the application of accounting principles to a specified
   transaction, either completed or proposed, or the type of audit
   opinion that might be rendered on the Company's consolidated financial
   statements, or any other matters or reportable events listed in Items
   304(a)(2)(i) and (ii) of Regulation S-K.








   Item 7.   Financial Statements, Pro Forma Financial Statements and
   Exhibits

        (c)  Exhibits.

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

             16.1               Letter of Arthur Andersen LLP regarding
                                change in certifying accountant.







                                 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:     April 3, 2002       By:  /s/ Andrea L. Horne
                                     -------------------------------
                                      Andrea L. Horne
                                      Vice President - Corporate
                                      Development







                                EXHIBIT INDEX

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

   16.1                Letter of Arthur Andersen LLP regarding change in
                       certifying accountant.

EX-16

                                                             EXHIBIT 16.1
                                                             ------------

                      [Arthur Andersen LLP Letterhead]


   Office of the Chief Accountant
   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, DC 20549

   April 3, 2002

   Dear Sir/Madam:

   We have read the first, second, third and fourth paragraphs of Item 4
   included in the Form 8-K/A dated April 3, 2002 of Newell Rubbermaid
   Inc. to be filed with the Securities and Exchange Commission and are
   in agreement with the statements contained therein.

   Very truly yours,

   /s/ Arthur Andersen LLP
   Arthur Andersen LLP

   Copy to:
   Ms. Andrea L. Horne
   Vice President - Corporate Development
   Newell Rubbermaid Inc.