S-3/A

As filed with the Securities and Exchange Commission on January 19, 1995.
                                                  Registration No. 33-64225

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                        ----------------------
                     PRE-EFFECTIVE AMENDMENT NO. 1 TO
                                FORM S-3
                         Registration Statement
                                  Under
                       The Securities Act of 1933
                        ----------------------

                               NEWELL CO.
         (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                      Dale L. Matschullat
     29 East Stephenson Street          4000 Auburn Street
     Freeport, Illinois 61032           Rockford, Illinois 61125
     (815) 235-4171                     (815) 969-6101
(Address, Including Zip Code,      (Name, Address, Including Zip Code,
and Telephone Number, Including    and Telephone Number, Including
Area Code, of Registrant's         Area Code, of Agent for Service)
Principal Executive Offices)

             Please send copies of all communications to:

                            Andrew A. Kling
                         Schiff Hardin & Waite
                           7200 Sears Tower
                        Chicago, Illinois 60606
                            (312) 876-1000

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

     Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
     If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.  [_]
     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [_]     
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.  [_] ______________
     If this Form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [_] _____________
     If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.  [X]

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

     The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.

                              NEWELL CO.
                             $500,000,000
                            DEBT SECURITIES
                            PREFERRED STOCK
               COMMON STOCK, PAR VALUE $1.00 PER SHARE 
              AND RELATED PREFERRED STOCK PURCHASE RIGHTS
                    ------------------------------

          Newell Co., a Delaware corporation (the "Company"), may
offer from time to time, together or separately, its (i) unsecured
debt securities (the "Debt Securities"); (ii) preferred stock (the
"Preferred Stock"); and (iii) common stock, par value $1.00 per share
(the "Common Stock"), and related preferred stock purchase rights (the
"Rights").  The Debt Securities, Preferred Stock, Common Stock and
Rights are collectively referred to as the "Securities."

          The Securities offered pursuant to this Prospectus may be
issued in one or more series or issuances at an aggregate initial
offering price not to exceed $500,000,000 (or its equivalent in
foreign currency or current units) in amounts, at prices and on terms
to be determined at or prior to the time of sale and set forth in one
or more supplements to this Prospectus (each, a "Prospectus
Supplement").

          Certain specific terms of the particular Securities in
respect of which this Prospectus is being delivered will be set forth
in the accompanying Prospectus Supplement, including, where
applicable, the initial public offering price of the Securities, the
net proceeds thereof to the Company, any listing of such Securities on
a securities exchange and any other special terms.  The Prospectus
Supplement will set forth with regard to the Securities being offered,
without limitation, the following:  (i) in the case of the Debt
Securities, the specific designation, priority of payment, aggregate
principal amount, authorized denominations, maturity, any interest
rate (which may be fixed or variable) or method of calculation of
interest and date or dates of payment of any interest, any premium,
the place or places where principal of, premium, if any, and any
interest on such Debt Securities will be payable, any terms of
redemption at the option of the Company or the holder, any terms for
sinking fund payments, the currency or currencies, composite currency,
currency unit or currency units (collectively, the "Currency") of
denomination and payment, any terms for conversion or exchange and any
other terms in connection with the offering and sale of Debt
Securities in respect of which this Prospectus is delivered; (ii) in
the case of the Preferred Stock, the designation, number of shares,
liquidation preference per share, dividend rate or method of
calculation, dividend periods, dividend payment dates, any voting
rights, any exchange, conversion, redemption, or sinking fund
provisions and any other rights, preferences, privileges, limitations
or restrictions relating to the Preferred Stock; and (iii) in the case
of the Common Stock, the number of shares and the terms of offering
thereof.  If so specified in the applicable Prospectus Supplement, the
Securities may be issued in whole or in part in the form of one or
more temporary or global securities.

          The Common Stock is listed on the New York Stock Exchange
(the "NYSE") and the Chicago Stock Exchange (the "CSE") under the
symbol "NWL."  Any Common Stock sold pursuant to a Prospectus
Supplement will be approved for listing on such exchanges, upon notice
of issuance.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR
          DISAPPROVED BY THE SECURITIES AND EXCHANGE
          COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
          HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
          STATE SECURITIES COMMISSION PASSED UPON THE
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
          REPRESENTATION TO THE CONTRARY IS A CRIMINAL
          OFFENSE.

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

          The Company may sell the Securities to or through
underwriters or dealers and may also sell the Securities directly to
other purchasers or through agents.  See "Plan of Distribution."  The
Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Securities in respect of
which this Prospectus is being delivered and any applicable fee,
commission and discount arrangements with them.  See "Plan of
Distribution" for a description of possible indemnification
arrangements between the Company and any underwriters, dealers or
agents.

          This Prospectus may not be used to consummate sales of the
Securities without delivery of one or more Prospectus Supplements.

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


           The date of this Prospectus is January 23, 1996.

          IN CONNECTION WITH ANY UNDERWRITTEN OFFERING, THE
UNDERWRITERS OF SUCH OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET.  SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.


                         AVAILABLE INFORMATION

          The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other information
filed by the Company may be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission:  New York Regional
Office, Seven World Trade Center, 13th Floor, New York, New York,
10048 and Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511.  The Common Stock is listed on the
NYSE and the CSE and such reports, proxy statements and other
information concerning the Company can be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005 and at the offices
of the CSE, One Financial Place, 440 South LaSalle Street, Chicago,
Illinois 60605-1070.  

          The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with respect
to the Securities offered hereby.  This Prospectus does not contain
all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission. 
Statements made in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete.  With
respect to each such contract, agreement or other document filed or
incorporated by reference as an exhibit to the Registration Statement,
reference is made to such exhibit for a more complete description of
the matter involved, and each such statement is qualified in its
entirety by such reference.  For further information, reference is
hereby made to the Registration Statement.









                                   2

           INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The following documents filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated herein
by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994;

     (b)  The Company's Current Report on Form 8-K dated
          January 30, 1995;

     (c)  The Company's Quarterly Report on Form 10-Q for
          the quarter ended March 31, 1995;

     (d)  The Company's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 1995;

     (e)  The Company's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 1995;

     (f)  The Company's Current Report on Form 8-K dated
          August 10, 1995;

     (g)  The Company's Current Report on Form 8-K dated October 31,
          1995;

     (h)  The Company's Current Report on Form 8-K dated November 17,
          1995;

     (i)  The description of the Common Stock, contained in
          the Company's Registration Statement on Form 8-B
          dated June 30, 1987; and

     (j)  The description of the Rights, contained in the
          Company's Registration Statement on Form 8-A dated
          October 25, 1988.

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus, and prior to the termination of the offering of
the Securities made hereby, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date
of filing of such documents.  Any statement contained herein, in a
Prospectus Supplement or in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Registration Statement and
this Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or

                                   3

superseded, to constitute a part of the Registration Statement or this
Prospectus.

          The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has
been delivered, upon the written or oral request of such person, a
copy of any or all of the documents which are incorporated herein by
reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). 
Requests for such copies should be directed to:  Richard H. Wolff,
Secretary, Newell Co., 4000 Auburn Street, Rockford, Illinois 61125
(telephone: (815) 969-6111).


                              THE COMPANY

          The Company is a manufacturer and full-service marketer of
high-volume consumer products serving the needs of volume purchasers. 
The Company's basic strategy is to merchandise a multi-product
offering of brand-name staple products, with an emphasis on excellent
customer service, in order to achieve maximum results for its
stockholders.  Product categories include housewares, hardware, home
furnishings, and office products.  Each group of the Company's
products is manufactured and sold by a subsidiary or division (each
referred to herein as a "division," even if separately incorporated).

          The Company manages the activities of its divisions through
executives at the corporate level, to whom the divisional managers
report, and controls financial activities through centralized
accounting, capital expenditure reporting, cash management, order
processing, billing, credit, accounts receivable and data processing
operations.  The production and marketing functions of each division,
however, are conducted with substantial independence.  Each division
is managed by employees who make day-to-day operating and sales
decisions and participate in an incentive compensation plan that ties
a significant part of their compensation to their division's
performance.  The Company believes that this allocation of
responsibility and system of incentives fosters an entrepreneurial
approach to management that has been important to the Company's
success.

          For the fiscal year ended December 31, 1994, the Company had
net sales of approximately $ 2,074,934,000 and operating income of
approximately $ 357,865,000.

          The principal executive offices of the Company are located
at Newell Center, 29 East Stephenson Street, Freeport, Illinois 61032,
and its telephone number is (815) 235-4171.





                                   4

                            USE OF PROCEEDS

          Unless otherwise specified in the applicable Prospectus
Supplement, the net proceeds to be received by the Company from the
sale of the Securities will be used for general corporate purposes,
which may include the repayment of indebtedness, working capital
expenditures and investments in, or acquisitions of, businesses and
assets.  Pending application of such net proceeds for specific
purposes, such proceeds may be invested in short-term or marketable
securities.  Specific allocations of proceeds to a particular purpose
that have been made at the date of any Prospectus Supplement will be
described therein.


                  RATIO OF EARNINGS TO FIXED CHARGES

                                     For the year ended December 31,
                    Nine Months
                  ended 9/30/95    1994   1993   1992   1991    1990
 Ratio of
 Earnings to
 Fixed Charges          6.68       9.00   10.83  11.29  12.86   12.00

          For purposes of calculating the ratio of earnings to fixed
charges, "earnings" consist of earnings from continuing operations
before income taxes, adjusted for the portion of fixed charges
deducted from such earnings and for minority interests in income of
majority owned subsidiaries that have fixed charges.  "Fixed charges"
consist of interest on all indebtedness (including capitalized lease
obligations), amortization of debt expense and the percentage of
rental expense on operating leases deemed representative of the
interest factor.

                    DESCRIPTION OF DEBT SECURITIES

          The following description of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which
any Prospectus Supplement may relate.  The particular terms of the
Debt Securities offered by any Prospectus Supplement and the extent,
if any, to which such general provisions are not applicable will be
described in a Prospectus Supplement relating to such Debt Securities.

          The Debt Securities may be issued, in one or more series,
from time to time under either (1) an Indenture dated as of November
1, 1995 (the "Senior Indenture"), to be entered into between the
Company and The Chase Manhattan Bank (National Association), as
trustee (the "Senior Debt Securities Trustee"), providing for the
issuance of unsubordinated Debt Securities, or (2) an Indenture dated
as of November 1, 1995 (the "Subordinated Indenture"), to be entered
into between the Company and The Chase Manhattan Bank (National



                                   5

Association), as trustee (the "Subordinated Debt Securities Trustee"),
providing for the issuance of subordinated Debt Securities.

          The Senior Indenture and the Subordinated Indenture are
referred to herein individually as an "Indenture" and, collectively,
as the "Indentures," and the Senior Debt Securities Trustee and the
Subordinated Debt Securities Trustee are sometimes each referred to
herein as a "Trustee."  Debt Securities which may be issued under the
Senior Indenture are referred to herein as "Senior Debt Securities,"
and Debt Securities which may be issued under the Subordinated
Indenture are referred to herein as "Subordinated Debt Securities." 
Copies of the Indentures are filed as exhibits to the Registration
Statement.  Capitalized terms not otherwise defined in this Prospectus
shall have the meanings set forth in the Indentures to which they
relate.

          The following summaries of certain provisions of the Debt
Securities and the Indentures do not purport to be complete and are
subject to, and are qualified in their entirety by express reference
to, all of the provisions of the Indentures and the Debt Securities.

GENERAL

          The Indentures do not limit the aggregate principal amount
of Debt Securities that may be issued thereunder.  The Debt Securities
may be issued from time to time in one or more series up to the
aggregate principal amount which may be authorized therefor from time
to time by the Company.

          Unless otherwise indicated in the Prospectus Supplement
relating thereto, the principal of, and any premium or interest on,
the Debt Securities will be payable, and the Debt Securities will be
exchangeable and transfers thereof will be registrable, and notices
and demands to or upon the Company in respect of such Debt Securities
may be served, at the Place of Payment specified therefor pursuant to
each Indenture.

          The Indentures do not contain provisions to afford the
Holders of Debt Securities protection in the event of a highly
leveraged transaction or a takeover attempt nor do they contain
provisions requiring the repurchase of any Debt Securities upon a
change in control of the Company.  In addition, the Indentures do not
contain any provisions that would limit the ability of the Company and
its subsidiaries to incur unsecured indebtedness.  See "Particular
Terms of the Senior Debt Securities -- Ranking of Senior Debt
Securities" below.  Reference is made to any Prospectus Supplement
relating to the Debt Securities offered thereby for information with
respect to any deletions from, modifications of or additions to the
Events of Default or covenants of the Company applicable to such Debt
Securities that are described herein.  See "Modification or Waiver"
below.


                                   6

          The Debt Securities may be issued under the Indentures as
Original Issue Discount Securities to be offered and sold at a
discount below their principal amount.  United States federal income
tax, accounting and other special considerations applicable to any
such Original Issue Discount Securities will be described in any
Prospectus Supplement relating thereto.  "Original Issue Discount
Security" means any security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof as a result of the occurrence of
an Event of Default and the continuation thereof.  In addition, the
Debt Securities may, for United States federal income tax purposes, be
deemed to have been issued with "original issue discount" ("OID") even
if such securities are offered and sold at an amount equal to their
stated principal amount.  The United States federal income tax
consequences of Debt Securities deemed to be issued with OID will be
described in any Prospectus Supplement relating thereto.

          Under the Indentures, the Company will have the ability to
issue Debt Securities with terms different from those of Debt
Securities previously issued, without the consent of the Holders of
previously issued series of Debt Securities, in an aggregate principal
amount determined by the Company.

REGISTRATION AND TRANSFER

          The Debt Securities may be issued as Registered Securities
or Bearer Securities.  Registered Securities will be exchangeable for
other Registered Securities of the same series and of a like aggregate
principal amount and tenor of different authorized denominations.  If
(but only if) provided for in the Prospectus Supplement applicable
thereto, Bearer Securities (with all unmatured Coupons, except as
provided below, and all matured Coupons in default) of any series may
be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and
tenor.  In such event, Bearer Securities surrendered in a permitted
exchange for Registered Securities between a Regular Record Date or a
Special Record Date and the relevant date for payment of interest
shall be surrendered without the Coupon relating to such date for
payment of interest, and interest will not be payable on such date for
payment of interest in respect of the Registered Security issued in
exchange for such Bearer Security but will be payable only to the
holder of such Coupon when due, in accordance with the terms of the
Indenture.  Unless otherwise specified in the Prospectus Supplement
applicable thereto, Bearer Securities will not be issued in exchange
for Registered Securities.

          The Debt Securities may be presented for exchange as
described above, and Registered Securities may be presented for
registration of transfer (duly endorsed or accompanied by a written
instrument of transfer), at the corporate trust office of the Trustee
in New York, New York, or at the office of any transfer agent
designated by the Company for such purpose with respect to any series

                                   7

of Debt Securities and referred to in the Prospectus Supplement
applicable thereto.  No service charge will be made for any transfer
or exchange of Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.  If any Prospectus Supplement refers to any
transfer agent (in addition to the applicable Trustee) initially
designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any
such transfer agent or approve a change in the location at which any
such transfer agent acts, except that, if Debt Securities of a series
are issuable solely as Registered Securities, the Company will be
required to maintain a transfer agent in each Place of Payment for
such series and, if Debt Securities of a series may be issuable both
as Registered Securities and as Bearer Securities, the Company will be
required to maintain (in addition to the applicable Trustee) a
transfer agent in a Place of Payment for such series located outside
the United States.  The Company may at any time designate additional
transfer agents with respect to any series of Debt Securities.

          In the event of any redemption of Debt Securities of any
series, the Company shall not be required to:  (i) issue, register the
transfer of or exchange Debt Securities of such series during a period
beginning at the opening of business 15 days before any selection of
Debt Securities of that series to be redeemed and ending at the close
of business on (A) if Debt Securities of the series are issuable only
as Registered Securities, the day of mailing of the relevant notice of
redemption and (B) if Debt Securities of the series are issuable as
Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Debt Securities of the series are also
issuable as Registered Securities and there is no publication, the day
of mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Registered Security, or portion thereof,
called for redemption, except the unredeemed portion of any Registered
Security being redeemed in part; (iii) exchange any Bearer Security
selected for redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor that is
simultaneously surrendered for redemption; or (iv) issue, register the
transfer of or exchange any Debt Securities that have been surrendered
for repayment at the option of the Holder, except the portion if any,
thereof not to be so repaid.

CONVERSION AND EXCHANGE

          If any Debt Securities will, by their terms, be convertible
into or exchangeable for Common Stock or other Securities, the
Prospectus Supplement relating thereto will set forth the terms and
conditions of such conversion or exchange, including the conversion
price or exchange ratio (or the method of calculating the same), the
conversion or exchange period (or the method of determining the same),
whether conversion or exchange will be mandatory or at the option of
the Holder or the Company, provisions for adjustment of the conversion
price or the exchange ratio and provisions affecting conversion or

                                   8

exchange in the event of the redemption of such Debt Securities.  Such
terms may also include provision under which the number of shares of
Common Stock or the number of other Securities to be received by the
Holders of such Debt Securities upon such conversion or exchange would
be calculated with reference to the market price of the Common Stock
or such other Securities as of a time stated in the Prospectus
Supplement.

GLOBAL SECURITIES

          The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (as such term is
defined below), which will be deposited with, or on behalf of, a
depositary ("Depositary") or its nominee identified in the applicable
Prospectus Supplement.  In such case, one or more Global Securities
will be issued in a denomination or aggregate denomination equal to
the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Global Securities.  Unless and until it is exchanged in whole or in
part for the individual Debt Securities represented thereby, a Global
Security may not be registered for transfer or exchange except (i) as
a whole by the Depositary for such Global Security to a nominee of
such Depositary, by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or a nominee
of such Depositary to a successor Depositary or a nominee of such
successor Depositary, and (ii) in any other circumstances described in
the Prospectus Supplement applicable thereto.  The term "Global
Security," when used with respect to any series of Debt Securities,
means a Debt Security that is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, which shall be registered in
the name of the Depositary or its nominee and which shall represent,
and shall be denominated in an amount equal to the aggregate principal
amount of, all of the Outstanding Debt Securities of such series or
any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on
which principal is due, and interest rate or method of determining
interest.

          The specific terms of the depositary arrangement with
respect to any portion of a series of Debt Securities to be
represented by a Global Security will be described in the Prospectus
Supplement applicable thereto.  The Company expects that the following
provisions will apply to depositary arrangements.

          Unless otherwise specified in the applicable Prospectus
Supplement, Debt Securities that are to be represented by a Global
Security to be deposited with or on behalf of a Depositary will be
represented by a Global Security registered in the name of such
Depositary or its nominee.  Upon the issuance of such Global Security,
and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit on its

                                   9

book entry registration and transfer system the respective principal
amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depositary
or its nominee ("participants").  The accounts to be credited will be
designated by the underwriters or agents of such Debt Securities or,
if such Debt Securities are offered and sold directly by the Company,
by the Company.  Ownership of beneficial interests in such Global
Security will be limited to participants or Persons that may hold
interests through participants.  Ownership of beneficial interests by
participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through,
records maintained by the Depositary or its nominee for such Global
Security.  Ownership of beneficial interests in such Global Security
by Persons that hold through participants will be shown on, and the
transfer of that ownership interest within such participant will be
effected only through, records maintained by such participant.  The
laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated
form.  The foregoing limitations and such laws may impair the ability
to transfer beneficial interests in such Global Securities.

          So long as the Depositary for a Global Security, or its
nominee, is the registered owner of such Global Security, such
Depositary or such nominee, as the case may be, will be considered the
sole owner or Holder of the Debt Securities represented by such Global
Security for all purposes under the Indenture applicable thereto. 
Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be
entitled to have Debt Securities of the series represented by such
Global Security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such
series in certificated form and will not be considered the Holders
thereof for any purposes under the Indenture applicable thereto. 
Accordingly, each Person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such
Person is not a participant, on the procedures of the participant
through which such Person owns its interest to exercise any rights of
a Holder of Debt Securities under the Indenture applicable thereto. 
The Company understands that under existing industry practices, if the
Company requests any action of Holders or an owner of a beneficial
interest in such Global Security desires to give any notice or take
any action a Holder is entitled to give or take under the Indenture
applicable thereto, then the Depositary would authorize the
participants to give such notice or take such action, and participants
would authorize beneficial owners owning through such participants to
give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

          Principal of and any premium and interest on a Global
Security will be payable in the manner described in the applicable
Prospectus Supplement.


                                  10

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          Each Indenture provides that the Company shall not
consolidate with or merge into any other Person or convey, transfer or
lease all or substantially all of the properties and assets of the
Company and its Subsidiaries on a consolidated basis to any other
Person, unless the corporation formed by such consolidation, or into
which the Company is merged, or the Person which acquires by
conveyance or transfer or which leases such properties and assets
(collectively, the "Survivor") assumes by supplemental indenture all
the obligations of the Company under such Indenture and the Debt
Securities issued thereunder, no Default or Event of Default shall
exist immediately after giving effect to the transaction, and the
Survivor is a corporation, limited liability company, partnership or
trust organized and validly existing under the laws of the United
States of America, any state thereof, or the District of Columbia.

ACCELERATION OF MATURITY

          If an Event of Default occurs and is continuing with respect
to Debt Securities of a particular series, the Trustee or the Holders
of not less than 25% in principal amount of Outstanding Debt
Securities of that series may declare the Outstanding Debt Securities
of that series due and payable immediately.

          At any time after a declaration of acceleration with respect
to Debt Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the
Trustee therefor, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series by written notice to the
Company and such Trustee, may rescind and annul such declaration and
its consequences if:  (i) the Company has paid or deposited with the
Trustee a sum sufficient to pay (in the Currency in which the Debt
Securities of such series are payable, except as otherwise specified
pursuant to the applicable Indenture): (a) all overdue interest on all
Outstanding Debt Securities of that series and any related Coupons,
(b) all unpaid principal of (and premium, if any, on) any such Debt
Securities which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate or
rates prescribed therefor in such Debt Securities, (c) to the extent
lawful, interest on overdue interest at the rate or rates prescribed
therefor in such Debt Securities, and (d) all sums paid or advanced by
such Trustee and the reasonable compensation, expenses, disbursements
and advances of such Trustee, its agents and counsel; and (2) all
Events of Default with respect to Debt Securities of that series,
other than the non-payment of amounts of principal of (or premium, if
any, on) or interest on such Debt Securities which have become due
solely by such declaration of acceleration, have been cured or waived. 
No such rescission shall affect any subsequent default or impair any
right consequent thereon.



                                  11

          The Holders of not less than a majority in principal amount
of the Outstanding Debt Securities of any series may, on behalf of the
Holders of all the Debt Securities of such series and any related
Coupons, waive any past default under the applicable Indenture with
respect to such series and its consequences, except a default (i) in
the payment of the principal of (or premium, if any) or interest on
any Debt Security of such series or any related Coupon, or (ii) in
respect of a covenant or provision that cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of
such series affected thereby.

          Subject to the provisions in each Indenture relating to the
duties of the Trustee thereunder, if an Event of Default with respect
to Debt Securities of a particular series occurs and is continuing,
such Trustee shall be under no obligation to exercise any of its
rights or powers under the applicable Indenture at the request or
direction of any of the Holders of Debt Securities of such series,
unless such Holders shall have offered to such Trustee reasonable
indemnity and security against the costs, expenses and liabilities
that might be incurred by it in compliance with such request.  Subject
to such provisions for the indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Debt Securities
of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Trustee under the applicable Indenture, or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities of
that series.  The Trustee may refuse to follow directions in conflict
with law or the Indenture that may involve the Trustee in personal
liability or may be unduly prejudicial to Holders not joining therein.

MODIFICATION OR WAIVER

          Modification and amendment of each of the Indentures may be
made by the Company and the applicable Trustee with the consent of the
Holders of not less than a majority in principal amount of all
Outstanding Debt Securities thereunder of any series that are affected
by such modification or amendment; provided that no such modification
or amendment may, without the consent of the Holder of each
Outstanding Debt Security of such series:  (i) change the Stated
Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on any Debt Security of such
series, (ii) reduce the principal amount or the rate of interest on or
any Additional Amounts payable in respect of, or any premium payable
upon the redemption of, any Debt Security of such series, (iii) change
any obligation of the Company to pay Additional Amounts in respect of
any Debt Security of such series, (iv) reduce the amount of principal
of a Debt Security of such series that is an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof, (v) change the redemption
provisions of any Debt Security, (vi) adversely affect any right of
repayment at the option of the Holder of any Debt Security of such
series, (vii) change the place or currency of payment of principal of,

                                  12

or any premium or interest on, any Debt Security of such series,
(viii) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof or any Redemption
Date or Repayment Date therefor, (ix) reduce the above-stated
percentage of Holders of Outstanding Debt Securities of such series
necessary to modify or amend such Indenture or to consent to any
waiver thereunder or reduce the requirements for voting or quorum
described below, or (x) modify the foregoing requirements or reduce
the percentage of Outstanding Debt Securities of such series necessary
to waive any past default.

          Modification and amendment of each Indenture may be made by
the Company and the Trustee thereunder without the consent of any
Holder, for any of the following purposes:  (i) to evidence the
succession of another Person to the Company as obligor under such
Indenture; (ii) to add to the covenants of the Company for the benefit
of the Holders of all or any series of Debt Securities; (iii) to add
Events of Default for the benefit of the Holders of all or any series
of Debt Securities; (iv) to add or change any provisions of such
Indenture to facilitate the issuance of Bearer Securities; (v) to
change or eliminate any provisions of such Indenture, provided that
any such change or elimination shall become effective only when there
are no Outstanding Debt Securities of any series created prior thereto
that is entitled to the benefit of such provision; (vi) to establish
the form or terms of Debt Securities of any series and any related
Coupons; (vii) to secure the Debt Securities; (viii) to provide for
the acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under such Indenture by more than one
Trustee; and (ix) to close such Indenture with respect to the
authentication and delivery of additional series of Debt Securities,
to cure any ambiguity, defect or inconsistency in such Indenture or to
amend or supplement any provision contained in such Indenture or in
any supplemental indenture, provided such action does not adversely
affect the interests of Holders of Debt Securities of any series under
such Indenture in any material respect.

          Each Indenture contains provisions for convening meetings of
the Holders of Debt Securities of a series.  Such a meeting may be
called at any time by the applicable Trustee at its discretion or by
such Trustee pursuant to a request made to such Trustee by the Company
or the Holders of at least 10% in principal amount of the Outstanding
Debt Securities under such Indenture, but in any case, notice shall be
given as provided in such Indenture.  Except for any consent that must
be given by the Holder of each Debt Security affected thereby, as
described above, any resolution presented at a meeting or adjourned
meeting duly reconvened at which a quorum is present may be adopted by
the affirmative vote of the Holders of a majority in principal amount
of the Debt Securities of that series Outstanding; provided, however,
that, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that
may be made, given or taken by the Holders of a specified percentage
that is less than a majority in principal amount of Debt Securities of

                                  13

a series Outstanding may be adopted at a meeting or adjourned meeting,
duly reconvened and at which a quorum is present, by the affirmative
vote of the Holders of such specified percentage in principal amount
of the Debt Securities of that series Outstanding.  Any resolution
passed or decision taken at any meeting of Holders of Debt Securities
of any series duly held in accordance with the applicable Indenture
will be binding on all Holders of Debt Securities of that series and
the related Coupons.  The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will consist of persons
entitled to vote a majority in principal amount of the Debt Securities
of a series Outstanding; provided, however, that, if any action is to
be taken at such meeting with respect to a consent or waiver that may
be given by the Holders of not less than a specified percentage in
principal amount of the Debt Securities of a series Outstanding, the
Persons entitled to vote such specified percentage in principal amount
of the Debt Securities of such series Outstanding will constitute a
quorum.  Notwithstanding the foregoing provisions, if any action is to
be taken at a meeting of Holders of Debt Securities of any series with
respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that the applicable Indenture
expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of all Outstanding Debt
Securities affected thereby, or of the Holders of such series and one
or more additional series, then (i) there shall be no minimum quorum
requirement for such meeting, and (ii) the principal amount of the
Outstanding Debt Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such
request, demand, authorization, direction, notice, consent, waiver or
other action has been made, given or taken under the applicable
Indenture.

FINANCIAL INFORMATION

          So long as any of the Debt Securities are outstanding, the
Company will file with the Commission, to the extent permitted under
the Exchange Act, the annual reports, quarterly reports and other
documents otherwise required to be filed with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act as if the Company were
subject to such Sections, and the Company will also provide to all
Holders and file with the Trustees copies of such reports and
documents within 15 days after it files them with the Commission or,
if filing such reports and documents by the Company with the
Commission is not permitted under the Exchange Act, within 15 days
after it would otherwise have been required to file such reports and
documents if permitted, in each case at the Company's cost.

DEFEASANCE

          Each Indenture provides that the Company may elect either
(a) to defease and be discharged from any and all obligations with
respect to any series of the Debt Securities issued thereunder and any

                                  14

related Coupons (except for the obligation to pay Additional Amounts,
if any, upon the occurrence of certain events of tax, assessment or
governmental charge with respect to payments on such Debt Securities
and the obligations to register the transfer or exchange of Debt
Securities of such series and any related Coupons, to replace
temporary or mutilated, destroyed, lost or stolen Debt Securities and
any related Coupons, to maintain an office or agency in respect of
such series of Debt Securities and any related Coupons and to hold
moneys for payment in trust) ("defeasance") or (b) to be released from
its obligations with respect to any series of such Debt Securities and
any related Coupons with respect to certain covenants thereunder, and
any omission to comply with such obligations shall not constitute a
Default or an Event of Default with respect to such series of Debt
Securities and any related Coupons ("covenant defeasance"), in either
case upon the irrevocable deposit by the Company with the Trustee (or
other qualifying trustee), in trust, of an amount, in such Currency in
which such series of Debt Securities and any related Coupons are then
specified as payable at Stated Maturity, or Government Obligations (as
defined below), or both, applicable to such series of Debt Securities
and any related Coupons (with such applicability being determined on
the basis of the currency, currency unit or composite currency in
which such series of Debt Securities are then specified as payable at
Stated Maturity), which through the scheduled payment of principal and
interest in accordance with their terms, will provide money in an
amount sufficient to pay the principal of (and premium, if any) and
interest, if any, on such series of Debt Securities and any related
Coupons, and any mandatory sinking fund or analogous payments thereon,
on the scheduled due dates therefor.

          Such a trust may only be established if, among other things,
the Company has delivered to the Trustee an Opinion of Counsel (as
specified in the applicable Indenture) to the effect that the Holders
of such series of Debt Securities and any related Coupons will not
recognize income gain or loss for United States federal income tax
purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred;
provided that, such Opinion of Counsel, in the case of defeasance
under clause (a) above, must refer to and be based upon a revenue
ruling of the Internal Revenue Service or a change in applicable
United States federal income tax law occurring after the date of the
applicable Indenture.

          "Government Obligations" means securities that are (i)
direct obligations of the government that issued the Currency in which
the Debt Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged, or (ii)
obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the government that issued the Currency
in which the Debt Securities of such series are payable, the payment
of which is unconditionally guaranteed as a full faith and credit

                                  15

obligation by the United States of America or such other government,
which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for
the account of the holder of a depository receipt; provided that
(except as required by law), such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest in or
principal of the Government Obligation evidenced by such depository
receipt.

          Unless otherwise provided in the Prospectus Supplement, if,
after the Company has deposited funds and/or Government Obligations to
effect defeasance or covenant defeasance relating thereto with respect
to the Debt Securities of any series, (i) the Holder of a Debt
Security of such series is entitled to and does elect, pursuant to the
terms of such Debt Security, to receive payment in a currency other
than that in which such deposit has been made in respect of such Debt
Security or (ii) the currency in which such deposit has been made in
respect of any Debt Security of such series ceases to be used by its
government of issuance, then the indebtedness represented by such Debt
Security shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if
any) and interest, if any, on such Debt Security as they become due
out of the proceeds yielded by converting the amount so deposited in
respect of such Debt Security into the Currency in which such Debt
Security becomes payable as a result of such election or such
cessation of usage based on the applicable Market Exchange Rate. 
Unless otherwise provided in the Prospectus Supplement, all payments
of principal of (and premium, if any) and interest, if any, and
Additional Amounts, if any, on any Debt Security that is payable in a
Currency other than Dollars that ceases to be used by its government
of issuance shall be made in Dollars.

          In the event the Company effects covenant defeasance with
respect to (i) any Debt Securities and any related Coupons and (ii)
such Debt Securities and any related Coupons are declared due and
payable because of the occurrence of any Event of Default, other than
an Event of Default with respect to any covenant for which there has
been defeasance, the Currency and/or Government Obligations on deposit
with the Trustee will be sufficient to pay amounts due on such Debt
Securities and any related Coupons at the time of their Stated
Maturity but may not be sufficient to pay amounts due on such Debt
Securities and any related Coupons at the time of the acceleration
resulting from such Event of Default.  However, the Company would
remain liable to make payment of such amounts due at the time of
acceleration.



                                  16

          The Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance,
including any modifications to the provisions described above, with
respect to the Debt Securities of or within a particular series and
any related Coupons.

INFORMATION CONCERNING THE TRUSTEE

          The Trustee, prior to default, undertakes to perform only
such duties as are specifically set forth in the applicable Indenture
and, after default, shall exercise the same degree of care as a
prudent individual would exercise in the conduct of his or her own
affairs.  Subject to such provision, the Trustee is under no
obligation to exercise any of the powers vested in it by the
applicable Indenture at the request of any Holder of Debt Securities,
unless offered reasonable indemnity by such Holder against the costs,
expenses and liabilities which might be incurred thereby.  The Trustee
is not required to expand or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the
Trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

          The Chase Manhattan Bank (National Association) ("Chase") is
the Trustee under the Senior Indenture and the Subordinated Indenture. 
Chase is also the agent for the lenders, and a lender, under certain
revolving credit facilities with the Company which, as of the date
hereof, permit an aggregate borrowing of up to $750 million (subject
to the terms and conditions of such facilities).  Chase Securities,
Inc., an affiliate of Chase, is as of the date hereof an agent with
respect to distribution of the Senior Debt Securities.  In addition,
the Company and certain of its affiliates maintain other banking and
borrowing arrangements with Chase, and Chase may perform additional
banking services for, or transact other banking business with, the
Company in the future.

          The Trustee may be deemed to have a conflicting interest for
purposes of the Trust Indenture Act of 1939 and may be required to
resign as Trustee if (i) there is an Event of Default under the
Indenture under which its acts as Trustee and (ii) among other things
(a) the Trustee is a trustee under another indenture of the Company
under which securities of the Company are outstanding, (b) the Trustee
is a trustee for more than one outstanding series of Debt Securities
under a single Indenture, (c) the Trustee is a creditor of the
Company, or (d) the Trustee or an affiliate of the Trustee acts as
underwriter or agent for the Company.

          The Indenture provides that an alternative Trustee may be
appointed by the Company with respect to any particular series of Debt
Securities.  Any such appointment will be described in the Prospectus
Supplement relating to such series of Debt Securities.



                                  17

GOVERNING LAW

          The Indentures and the Debt Securities will be governed by,
and construed in accordance with, the internal laws of the State of
New York.

MISCELLANEOUS

          The Company will have the right at all times to assign any
of its respective rights or obligations under the Indentures to a
direct or indirect wholly-owned subsidiary of the Company; provided,
that, in the event of any such assignment, the Company will remain
liable for all of their respective obligations.  The Indentures will
be binding upon and inure to the benefit of the parties thereto and
their respective successors and assigns.


            PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES

          The following description of the Senior Debt Securities sets
forth certain general terms and provisions of the Senior Debt
Securities to which any Prospectus Supplement may relate.  The
particular terms of the Senior Debt Securities offered by any
Prospectus Supplement, and the extent, if any, to which such general
provisions may not apply to the Senior Debt Securities so offered,
will be described in the Prospectus Supplement relating to such Senior
Debt Securities.

GENERAL

          Reference is made to the Prospectus Supplement relating to a
particular issuance of a series of Senior Debt Securities being
offered for, among other things, the following terms thereof:  (1) the
title of the Senior Debt Securities of such series; (2) any limit on
the aggregate principal amount of such Senior Debt Securities; (3) the
date or dates on which the principal of such Senior Debt Securities
will be payable; (4) the rate or rates at which such Senior Debt
Securities will bear interest, or the method by which such rate or
rates shall be determined, and the date such interest shall accrue, or
the method by which such date or dates shall be determined; (5) the
dates on which such interest will be payable and the Regular Record
Dates for any Interest Payment Dates and the basis on which interest
shall be calculated if other than on the basis of a 360-day year of
twelve 30-day months; (6) the dates, if any, on which, and the price
or prices at which, such Senior Debt Securities may, pursuant to any
mandatory or optional sinking fund provisions, be redeemed by the
Company and other terms and provisions of such sinking fund; (7) the
date, if any, after which, and the price or prices at which, such
Senior Debt Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company or of the Holder
thereof and other terms and provisions of such optional redemption;
(8) any provisions in modification of, in addition to or in lieu of

                                  18

any of the provisions of Article Fourteen of the Senior Indenture
relating to defeasance and covenant defeasance; (9) the percentage of
the principal amount at which such Senior Debt Securities will be
issued and, if other than the principal amount thereof, the portion of
the principal amount payable upon acceleration of the maturity
thereof, or the method by which such portion shall be determined; (10)
if other than Dollars, the Currency in which payment of the principal
of (and premium, if any, on) or interest, if any, on such Senior Debt
Securities shall be payable or denominated; (11) whether the amount of
payments of principal of (and premium, if any, on) or interest, if
any, on such Senior Debt Securities may be determined with reference
to an index, formula or other method (which index, formula or method
may be based, without limitation, on one or more Currencies,
commodities, equity indices or other indices), and the manner in which
such amounts shall be determined; (12) whether and under what
circumstances the Company will pay Additional Amounts, as contemplated
by Section 1005 of the Senior Indenture, on such Senior Debt
Securities to any Holder who is not a United States person (including
any modification to the definition of such term as contained in the
Senior Indenture as originally executed) with respect to any tax,
assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Senior Debt Securities rather than pay
such Additional Amounts (and the terms of any such option); (13) any
deletions from, modifications of or additions to the Events of Default
or covenants of the Company with respect to such Senior Debt
Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;
and (14) any other terms of such Senior Debt Securities. For a
description of the terms of any series of Senior Debt Securities,
reference must be made to both the Prospectus Supplement relating
thereto and the description of Debt Securities set forth herein.

          Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Senior Debt Securities will be issued in Dollars
in fully registered form, without Coupons.

DENOMINATIONS

          Unless otherwise indicated in the Prospectus Supplement
relating thereto, Senior Debt Securities that are Registered
Securities will be issuable in denominations of $1,000 and integral
multiples of $1,000, and Senior Debt Securities that are Bearer
Securities will be issuable in denominations of $5,000.

RANKING OF SENIOR DEBT SECURITIES

          The Senior Debt Securities will rank pari passu with all
other Senior Debt Securities and all other unsecured and
unsubordinated indebtedness of the Company.  The Company presently has
no subordinated debt outstanding.  Since the Company is a holding
company, the right of the Company, and hence the right of creditors of
the Company (including the Holders), to participate in any

                                  19

distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims
of creditors of such subsidiary, except to the extent that claims of
the Company itself as a creditor of such subsidiary may be recognized. 
The Indenture does not limit the amount of unsecured indebtedness
which the Company or its subsidiaries may incur.  Substantially all of
the consolidated accounts payable represent obligations of the
Company's subsidiaries, and as of December 31, 1995, the aggregate
principal amount of money borrowed by the Company's subsidiaries was
approximately $88.2 million (the current portion of which was
approximately $79.4 million).

LIMITATION ON LIENS

          Pursuant to the Senior Indenture, so long as any of the
Senior Debt Securities thereunder or Coupons appertaining thereto
shall remain outstanding, the Company will not, and will not permit
any of its Subsidiaries (as defined below) to, create, incur, assume
or suffer to exist any Lien (as defined below) of any kind upon any of
its or their property or assets, now owned or hereafter acquired,
without making effective provision whereby all of the Senior Debt
Securities shall be directly secured equally and ratably with the
obligation or liability secured by such Lien, except for:

          (i)  Liens existing as of the date of the Senior Indenture;

          (ii) Liens, including Sale and Lease-back Transactions (as
     defined below), on any property acquired, constructed or improved
     after the date of the Senior Indenture, which are created or
     assumed contemporaneously with, or within 180 days after, such
     acquisition or completion of such construction or improvement, or
     within six months thereafter pursuant to a commitment for
     financing arranged with a lender or investor within such 180-day
     period, to secure or provide for the payment of all or a portion
     of the purchase price of such property or the cost of such
     construction or improvement incurred after the date of the Senior
     Indenture (or prior to the date of such Indenture in the case of
     any construction or improvement which is at least 40% completed
     at the date of such Indenture) or, in addition to Liens
     contemplated by clauses (iii) and (iv) below, Liens on any
     property existing at the time of acquisition thereof (including
     acquisition through merger or consolidation); provided, that any
     such Lien (other than a Sale and Lease-back Transaction meeting
     the requirements of this clause) does not apply to any property
     theretofore owned by the Company or a Subsidiary other than, in
     the case of any such construction or improvement, and theretofore
     unimproved real property on which the property so constructed or
     the improvement, is located;

          (iii)     Liens existing on any property of a Person at the
     time such Person is merged with or into,or consolidates with, the
     Company or a Subsidiary;

                                  20

          (iv) Liens on any property of a Person (including, without
     limitation, shares of stock or debt securities) or its
     subsidiaries existing at the time such Person becomes a
     Subsidiary, is otherwise acquired by the Company or a Subsidiary
     or becomes a successor to the Company pursuant to Section 802 of
     the Senior Indenture;

          (v)  Liens to secure an obligation or liability of a
     Subsidiary to the Company or to another Subsidiary;

          (vi) Liens in favor of the United States of America or any
     State thereof, or any department, agency or instrumentality or
     political subdivision of the United States of America or any
     State thereof, to secure partial progress, advance or other
     payments pursuant to any contract or statute or to secure any
     indebtedness incurred for the purpose of financing all or any
     part of the purchase price or the cost of constructing or
     improving the property subject to such Liens;

          (vii)  Liens to secure tax-exempt private activity bonds
     under the Internal Revenue Code of 1986, as amended;

          (viii) Liens arising out of or in connection with a Sale
     and Lease-back Transaction if the net proceeds of such Sale and
     Lease-back Transaction are at least equal to the fair value (as
     determined by the Board of Directors, the Chairman of the Board,
     the Vice Chairman of the Board, the President or the principal
     financial officer of the Company) of the property subject to such
     Sale and Lease-back Transaction;

          (ix) Liens for the sole purpose of extending, renewing or
     replacing in whole or in part indebtedness secured by any Lien
     referred to in the foregoing clauses (i) to (viii), inclusive, or
     in this clause (ix); provided, however, that the principal amount
     of indebtedness secured thereby shall not exceed the principal
     amount of indebtedness so secured at the time of such extension,
     renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property
     which secured the Lien so extended, renewed or replaced (plus
     improvements on such property);

          (x)  Liens arising out of or in connection with a Sale and
     Lease-back Transaction in which the net proceeds of such Sale and
     Lease-back Transaction are less than the fair value (as
     determined by the Board of Directors, the Chairman of the Board,
     the Vice Chairman of the Board, the President or the principal
     financial officer of the Company) of the property subject to such
     Sale and Lease-back Transaction if the Company provides in a
     Board Resolution that it shall, and in any such case the Company
     covenants that it will, within 180 days of the effective date of
     any such arrangement (or in the case of (C) below, within six
     months thereafter pursuant to a firm purchase commitment entered

                                  21

     into within such 180-day period), apply an amount equal to the
     fair market value (as so determined) of such property (A) to the
     redemption of Senior Debt Securities of any series which are, by
     their terms, at the time redeemable or the purchase and
     retirement of Senior Debt Securities, if permitted, (B) to the
     payment or other retirement of Funded Debt (as defined below)
     incurred or assumed by the Company which ranks senior to or pari
     passu with the Senior Debt Securities or of Funded Debt incurred
     or assumed by any Subsidiary (other than, in either case, Funded
     Debt owned by the Company or any Subsidiary) or (C) to the
     purchase of property (other than the property involved in such
     sale);

          (xi) Liens on accounts receivable (and related general
     intangibles and instruments) arising out of or in connection with
     a sale or transfer by the Company or such Subsidiary of such
     accounts receivable;

          (xii)  Permitted Liens (as defined below); and

          (xiii) Liens other than those referred to in clauses (i)
     through (xii) above which are created, incurred or assumed after
     the date of the Senior Indenture (including those in connection
     with purchase money mortgages, Capitalized Lease Obligations (as
     defined below) and Sale and Lease-back Transactions), provided
     that the aggregate amount of indebtedness secured by such Liens,
     or, in the case of Sale and Lease-back Transactions, the Value
     (as defined below) of such Sale and Lease-back Transactions,
     referred to in this clause (xiii), does not exceed 15% of
     Consolidated Total Assets (as defined below).

          The term "Capitalized Lease Obligations" means, as to any
Person, the obligations of such Person to pay rent or other amounts
under a lease of (or other agreement conveying the right to use) real
or personal property which obligations are required to be classified
and accounted for as capital lease obligations on a balance sheet of
such Person under generally accepted accounting principles and, for
purposes of the Senior Indenture, the amount of such obligations at
any date shall be the capitalized amount thereof at such date,
determined in accordance with generally accepted accounting
principles.

          The term "Consolidated Total Assets" means the total of all
the assets appearing on the consolidated balance sheet of the Company
and its Subsidiaries determined in accordance with generally accepted
accounting principles applicable to the type of business in which the
Company and such Subsidiaries are engaged, and may be determined as of
a date not more than 60 days prior to the happening of the event for
which such determination is being made.

          The term "Funded Debt" means any indebtedness which by its
terms matures at or is extendable or renewable at the sole option of

                                  22

the obligor without requiring the consent of the obligee to a date
more than 12 months after the date of the creation of such
indebtedness.

          The term "Lien" means, as to any Person, any mortgage, lien,
collateral assignment, pledge, charge, security interest or other
encumbrance in respect of or on, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person
under any conditional sale or other title retention agreement or
Capitalized Lease Obligation, purchase money mortgage or Sale and
Lease-back Transaction with respect to, any property or asset
(including without limitation income and rights thereto) of such
Person (including without limitation capital stock of any Subsidiary
of such Person), or the signing by such Person and filing of a
financing statement which names such Person as debtor, or the signing
by such Person of any security agreement agreeing to file, or
authorizing any other party as the secured party thereunder to file,
any financing statement.

          The term "Permitted Liens" means mechanics, materialmen,
landlords, warehousemen and carriers liens and other similar liens
imposed by law securing obligations incurred in the ordinary course of
business which are not past due or which are being contested in good
faith by appropriate proceedings and for which appropriate reserves
have been established; Liens under workmen's compensation,
unemployment insurance, social security or similar legislation; Liens,
deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases,
public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or similar obligations arising in
the ordinary course of business; judgment and other similar Liens
arising in connection with court proceedings, provided the execution
or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and
by appropriate proceedings; and easements, rights of way, restrictions
and other similar encumbrances which, in the aggregate, do not
materially interfere with the occupation, use and enjoyment by the
Company or any Subsidiary of the property or assets encumbered thereby
in the normal course of its business or materially impair the value of
the property subject thereto.

          The term "Sale and Lease-back Transaction" means, with
respect to any Person, any direct or indirect arrangement with any
other Person or to which any other Person is a party, providing for
the leasing to such first Person of any property, whether now owned or
hereafter acquired (except for temporary leases for a term, including
any renewal thereof, of not more than three years and except for
leases between the Company and a Subsidiary or between Subsidiaries),
which has been or is to be sold or transferred by such first Person to
such other Person or to any Person to whom funds have been or are to
be advanced by such other Person on the security of such property.


                                  23

          The term "Subsidiary" means any corporation of which at the
time of determination the Company or one or more Subsidiaries owns or
controls directly or indirectly more than 50% of the shares of Voting
Stock.

          The term "Value" means, with respect to a Sale and Lease-
back Transaction, as of any particular time, the amount equal to the
greater of (i) the net proceeds from the sale or transfer of the
property leased pursuant to such Sale and Lease-back Transaction or
(ii) the fair value in the opinion of the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the President
or the principal financial officer of the Company of such property at
the time of entering into such Sale and Lease-back Transaction, in
either case multiplied by a fraction, the numerator of which shall be
equal to the number of full years of the term of the lease remaining
at the time of determination and the denominator of which shall be
equal to the number of full years of such term, without regard to any
renewal or extension options contained in the lease.

          The term "Voting Stock" means stock of a corporation of the
class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors,
managers or trustees of such corporation provided that, for the
purposes hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened.

EVENTS OF DEFAULT

          The Senior Indenture provides, with respect to any series of
Senior Debt Securities outstanding thereunder, that any one or more of
the following events that has occurred and is continuing shall
constitute an Event of Default:  (i) default in the payment of any
interest upon any Senior Debt Security of that series, or of any
Coupon appertaining thereto, when the same becomes due and payable and
continues for 30 days; (ii) default in the payment of the principal of
or any premium on any Senior Debt Security of that series when due,
whether at maturity, upon redemption by declaration or otherwise;
(iii) default in the deposit of any sinking fund payment, when and as
due by the terms of any Senior Debt Senior Securities of that series;
(iv) default in the performance or breach of any covenant or agreement
of the Company in the Senior Indenture with respect to any Senior Debt
Security of that series (other than those referred to in (i), (ii) and
(iii) above) and continuance thereof for 60 days after written notice
to the Company from the Trustee or from the holders of at least 25% of
the Outstanding Debt Securities of that series; (v) certain events in
bankruptcy, insolvency or reorganization of the Company or a Principal
Subsidiary (as defined below); (vi) an event of default as defined in
any mortgage, indenture or instrument under which there may be issued,
or by which there may be secured or evidenced, any indebtedness of the
Company or any Principal Subsidiary for money borrowed, whether such
indebtedness now exists or shall hereafter be created, shall happen

                                  24

and shall result in such indebtedness in principal amount in excess of
$10,000,000 becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such indebtedness
shall not have been discharged, within 30 days after written notice to
the Company from the Trustee or from the Holders of at least 25% of
the Outstanding Debt Securities of that series; and (vii) any other
Event of Default provided with respect to Senior Debt Securities of
that series.

          The term "Principal Subsidiary" means, as of any date of
determination thereof, any Subsidiary the consolidated net revenues of
which for the 12-month period ending on the last day of the month then
most recently ended exceed 10% of consolidated net revenues of the
Company for such period, determined on a pro forma basis after giving
effect to any acquisition or disposition of a Subsidiary or a business
effected on or prior to the determination date and after the beginning
of such 12-month period (including acquisition and dispositions
accomplished through a purchase or sale of assets or through a merger
or consolidation).

          The Company is required to file annually with the Trustee
under the Senior Indenture an officer's certificate as to the
Company's compliance with all conditions and covenants under such
Indenture.  The Senior Indenture provides that the Trustee thereunder
may withhold notice to the Holders of Senior Debt Securities of any
default, except in the case of a default in the payment of the
principal of (or premium), if any, or interest on any Senior Debt
Securities or the payment of any sinking fund installment with respect
to such Senior Debt Securities if it considers it in the interests of
the Holders of such Senior Debt Securities to do so.


         PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES

          The following description of the Subordinated Debt
Securities sets forth the general terms and provisions of the
Subordinated Debt Securities to which any Prospectus Supplement may
relate.  The particular terms of the Subordinated Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may not apply will be described in the
Prospectus Supplement relating to such Subordinated Debt Securities.

GENERAL

          Reference is made to the Prospectus Supplement relating to a
particular issuance of a series of Subordinated Debt Securities being
offered for, among other things, the following terms thereof:  (1) the
title of the Subordinated Debt Securities of such series; (2) any
limit on the aggregate principal amount of such Subordinated Debt
Securities; (3) the percentage of the principal amount at which such
Subordinated Debt Securities will be issued and, if other than the

                                  25

principal amount thereof, the portion of the principal amount thereof
payable upon acceleration of the maturity thereof, or the method by
which such portion shall be determined; (4) the date or dates, on
which the principal of such Subordinated Debt Securities will be
payable; (5) the rights, if any, to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period,
and the duration of such extensions; (6) the subordination terms of
the Subordinated Debt Securities of such series; (7) the rate or rates
at which such Subordinated Debt Securities will bear interest, or the
method by which such rate or rates shall be determined, and the date
such interest shall accrue, or the method by which such date or dates
shall be determined; (8) the dates on which such interest will be
payable and the Regular Record Dates for any Interest Payment Dates
and the basis on which interest shall be calculated if other than on
the basis of a 360-day year of twelve 30-day months; (9) the dates, if
any, on which, and the price or prices at which, such Subordinated
Debt Securities may, pursuant to any mandatory or optional sinking
fund provisions, be redeemed by the Company and other terms and
provisions of such sinking fund; (10) the date, if any, after which,
and the price or prices at which, such Subordinated Debt Securities
may, pursuant to any optional redemption provisions, be redeemed at
the option of the Company or of the Holder thereof and other terms and
provisions of such optional redemption; (11) any provisions in
modification of, in addition to or in lieu of any of the provisions of
Article Fourteen of the Subordinated Indenture relating to defeasance
and covenant defeasance;  (12) whether and under what circumstances
the Company will pay Additional Amounts, as contemplated by
Section 1005 of the Subordinated Indenture, on such Subordinated Debt
Securities to any Holder who is not a United States person (including
any modification to the definition of such term as contained in the
Subordinated Indenture as originally executed) with respect to any
tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Subordinated Debt Securities
rather than pay such Additional Amounts (and the terms of any such
option); (13) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to such
Subordinated Debt Securities, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set
forth herein; (14) if other than Dollars, the Currency in which
payment of the principal of (and premium, if any, on) or interest, if
any, on such Subordinated Debt Securities shall be payable or
denominated; (15) whether the amount of payments of principal of (and
premium, if any, on) or interest, if any, on such Subordinated Debt
Securities may be determined with reference to an index, formula or
other method (which index, formula or method may be based, without
limitation, on one or more Currencies, commodities, equity indices or
other indices), and the manner in which such amounts shall be
determined; and (16) any other terms of such Subordinated Debt
Securities.  For a description of the terms of any series of
Subordinated Debt Securities, reference must be made to both the
Prospectus Supplement relating thereto and to the description of Debt
Securities set forth herein.

                                  26

          Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Subordinated Debt Securities will be issued in
Dollars in fully registered form, without Coupons.

DENOMINATIONS

          Unless otherwise indicated in the Prospectus Supplement
relating thereto, Subordinated Debt Securities that are Registered
Securities will be issuable in denominations of $25 and integral
multiples of $25 and Subordinated Debt Securities that are Bearer
Securities will be issuable in denominations of $5,000.

SUBORDINATION

          The Subordinated Debt Securities will be subordinated to the
prior payment in full of (i) the Senior Debt Securities and all other
unsecured and unsubordinated indebtedness of the Company ranking pari
passu with the Senior Debt Securities and (ii) certain other
indebtedness of the Company to the extent set forth in the Prospectus
Supplement relating to such Subordinated Debt Securities.

EVENTS OF DEFAULT

          The Subordinated Indenture provides, with respect to any
series of Subordinated Debt Securities outstanding thereunder, that
any one or more of the following events that has occurred and is
continuing shall constitute an Event of Default:  (i) default in the
payment of any interest upon any Subordinated Debt Security of that
series, or of any Coupon appertaining thereto, when the same becomes
due and payable and continues for 60 days; provided that, a valid
extension of the interest payment period by the Company in accordance
with the terms of any supplemental indenture shall not constitute a
default in the payment of interest or such Coupon for this purpose;
(ii) default in the payment of the principal of or any premium on any
Subordinated Debt Security of that series when due, whether at
maturity, upon redemption by declaration or otherwise; provided that a
valid extension by the Company of the maturity of the Subordinated
Debt Securities of such series in accordance with the terms of any
supplemental indenture shall not constitute a default in the payment
of principal or any premium for this purpose; (iii) default in the
deposit of any sinking fund payment, when and as due by the terms of
any Subordinated Debt Securities of that series; (iv) default in the
performance or breach of any covenant or agreement of the Company in
the Subordinated Indenture with respect to any Subordinated Debt
Security of that series (other than those referred to in (i), (ii) and
(iii) above), and continuance thereof for 90 days after written notice
to the Company from the Trustee or from the holders of at least 25% of
the Outstanding Debt Securities of that series; (v) certain events in
bankruptcy, insolvency or reorganization of the Company; (vi) an event
of default as defined in any mortgage, indenture or instrument under
which there may be issued, or by which there may be secured or
evidenced, any indebtedness of the Company for money borrowed, whether

                                  27

such indebtedness now exists or shall hereafter be created, shall
happen and shall result in such indebtedness in principal amount in
excess of $15,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise become due and payable, and
such acceleration shall not be rescinded or annulled, or such
indebtedness shall not have been discharged, within 30 days after
written notice to the Company from the Trustee or from the Holders of
at least 25% of the Outstanding Debt Securities of that series; and
(vii) any other Event of Default provided with respect to Subordinated
Debt Securities of that series.  The Company is required to file
annually with the Trustee under the Subordinated Indenture an
officer's certificate as to the Company's compliance with all
conditions and covenants under such Indenture.  The Subordinated
Indenture provides that the Trustee thereunder may withhold notice to
the Holders of Subordinated Debt Securities of any default, except in
the case of a default in the payment of the principal of (or premium),
if any, or interest on any Subordinated Debt Securities or the payment
of any sinking fund installment with respect to such Subordinated Debt
Securities if it considers it in the interests of the Holders of such
Subordinated Debt Securities to do so.


                     DESCRIPTION OF CAPITAL STOCK

          Under the Company's Restated Certificate of Incorporation,
as amended (the "Restated Certificate of Incorporation"), the Company
is authorized to issue 400,000,000 shares of Common Stock, par value
$1.00 per share, and 10,000,000 shares of preferred stock which is
issuable in one or more series and of which 9,990,000 shares have a
par value of $1.00 per share and 10,000 shares have no par value
(collectively, the "Preferred Stock").  As of December 31, 1995,
158,618,011 shares of Common Stock (excluding treasury shares) were
issued and outstanding and there were no shares of Preferred Stock
issued and outstanding.  In addition, as of December 31, 1995, the
Company had 9,100,661 shares of Common Stock reserved for issuance
under the Company's stock option plans, leaving 232,986,546 authorized
shares of Common Stock (including 7,591 shares of Common Stock held in
the Company's treasury) available for issuance.  The number of
authorized shares of Preferred Stock includes 500,000 authorized
shares of Junior Participating Preferred Stock, Series B (the "Series
B Preferred Stock") issuable pursuant to the rights agreement dated as
of October 20, 1988 between the Company and First Chicago Trust
Company of New York (formerly known as Morgan Shareholders Services
Trust Company) (the "Rights Plan"), none of which were outstanding as
of December 31, 1995, leaving 9,500,000 authorized shares of Preferred
Stock available for issuance as of September 30, 1995.  See "-- Stock
Purchase Rights." 

COMMON STOCK

          The holders of the Common Stock have one vote for each share
held. Subject to the prior rights of holders of any issued and

                                  28

outstanding Preferred Stock that may be issued in the future, holders
of the Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds
legally available therefor.  In the event of a liquidation (whether
voluntary or involuntary) or reduction in the Company's capital
resulting in any distribution of assets to stockholders, the holders
of the Common Stock are entitled to receive, pro rata according to the
number of shares held by each, all of the assets of the Company
remaining for distribution after payment to creditors and the holders
of any issued and outstanding Preferred Stock of the full preferential
amounts to which they are entitled.

          Holders of the Common Stock do not have preemptive rights to
subscribe for and purchase any new or additional issue of Common Stock
or securities convertible into Common Stock.  Shares of the Common
Stock are not subject to redemption.

          The outstanding shares of Common Stock are listed on the New
York Stock Exchange and the Chicago Stock Exchange.  The transfer
agent and registrar of the shares of Common Stock is First Chicago
Trust Company of New York.

STOCK PURCHASE RIGHTS

          Each outstanding share of Common Stock includes one
preferred stock purchase right (individually a "Right" and
collectively the "Rights") provided under the Rights Plan.  Each Right
entitles the holder, until the earlier of October 31, 1998 or the
redemption of the Rights, to buy one four-hundredth of a share of
Series B Preferred Stock at a price of $25 per one four-hundredth of a
share (as adjusted to reflect stock splits since the issuance of the
Rights).  The Series B Preferred Stock is nonredeemable and will have
100 votes per share.  The Company has reserved 500,000 shares of
Series B Preferred Stock for issuance upon exercise of such Rights. 
The Rights will be exercisable only if a person or group acquires 20%
or more of voting power of the Company or announces a tender offer
following which it would hold 30% or more of the Company's voting
power.

          In the event that any person becomes the beneficial owner of
30% or more of the Company's voting power, the Rights (other than
Rights held by the 30% stockholder) would become exercisable for that
number of shares of the Common Stock having a market value of two
times the exercise price of the Right.  Furthermore, if, following the
acquisition by a person or group of 20% or more of the Company's
voting power, the Company were acquired in a merger or other business
combination or 50% or more of its assets were sold, or in the event of
certain types of self-dealing transactions by a 20% stockholder, each
Right (other than Rights held by the 20% stockholder) would become
exercisable for that number of shares of Common Stock (or securities
of the surviving company in a business combination) having a market
value of two times the exercise price of the Right.

                                  29

          The Company may redeem the Rights at one cent per Right
prior to the occurrence of an event that causes the Rights to become
exercisable for Common Stock.  The Board of Directors may terminate
the Company's right to redeem the Rights under certain circumstances
at any time after a group or person acquires 20% or more of the
Company's voting power.

          One Right will be issued in respect of each share of Common
Stock issued before the earlier of October 31, 1998 or the redemption
of the Rights.  As of the date of this Prospectus, the Rights are not
exercisable, certificates representing the Rights have not been issued
and the Rights automatically trade with the shares of Common Stock. 
The Rights will expire on October 31, 1998 unless earlier redeemed.

PREFERRED STOCK

          Under the Restated Certificate of Incorporation, shares of
Preferred Stock may be issued in the future in such series as may be
designated by the Board of Directors.  In creating any such series,
the Board of Directors has the authority, without any further vote or
action by the Company's stockholders, to fix the dividend rights and
rates, voting and conversion rights, redemption provisions,
liquidation preferences and other relative, participating, optional or
other special rights, qualifications, limitations or restrictions of
such series.

          The specific terms of a particular series of Preferred Stock
offered hereby will be described in the Prospectus Supplement relating
to such series of Preferred Stock, which may include the following:

          (i)  The maximum number of shares to constitute the series
     and the distinctive designations thereof;

          (ii) The annual dividend rate, if any, on shares of the
     series, whether such rate is fixed or variable or both, the date
     or dates from which dividends will begin to accrue or accumulate,
     whether the dividends will be cumulative, and the dividend
     preference, if any, applicable to the shares of the series;

          (iii)     Whether the shares of the series will be
     redeemable and, if so, the price at and the terms and conditions
     on which the shares of the series may be redeemed, including the
     time during which the shares of the series may be redeemed and
     any accumulated dividends thereon that the holders of the shares
     of the series shall be entitled to receive upon redemption
     thereof;

          (iv) The liquidation preference, if any, applicable to
     shares of the series;

          (v)  Whether the shares of the series will be subject to
     operation of a retirement or sinking fund and, if so, the extent

                                  30

     and manner in which any such fund shall be applied to the
     purchase or redemption of the shares of the series for retirement
     or for other corporate purposes, and the terms and provisions
     relating to the operation of such fund;

          (vi) The terms and conditions, if any, on which the shares
     of the series shall be convertible into, or exchangeable for,
     shares of any other class or classes of capital stock of the
     Company, or any series of any other class or classes, or of any
     other series of the same class, including the price or prices or
     the rate or rates of conversion or exchange and the method, if
     any, of adjusting the same;

          (vii)  The voting rights, if any, of the shares of the
     series; and

          (viii) Any other preferences and relative, participating,
     optional or other special rights or qualifications, limitations
     or restrictions thereof.

          Although the Company is not required to seek stockholder
approval prior to designating any future series of Preferred Stock,
the Board of Directors has a policy of seeking stockholder approval
prior to designating any future series of Preferred Stock with a vote
or convertible into stock having a vote in excess of 13% of the vote
represented by all voting stock immediately subsequent to such
issuance, except for the purpose of (i) raising capital in the
ordinary course of business or (ii) making acquisitions, the primary
purpose of which is not to effect a change of voting power.

          The only series of Preferred Stock currently authorized by
the Board of Directors for issuance is the Series B Preferred Stock
issuable under the Rights Plan.  See "-- Stock Purchase Rights."

PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS

          As discussed above, the Company has adopted a Rights Plan
which has the effect of providing stockholders with rights to purchase
shares of Common Stock (or securities of an acquiring company) at half
of the market price under certain circumstances involving a potential
change in control of the Company that has not been approved by the
Board of Directors.  In addition, the Delaware General Corporate Law
provides, among other things, that any beneficial owner of more than
15% of the Company's voting stock is prohibited, without the prior
approval of the Board of Directors, from entering into any business
combination with a company for three years from the date such 15%
ownership interest is acquired.  Additionally, the "fair price
provisions" of the Restated Certificate of Incorporation require that
certain proposed business combinations between the Company and an
"interested party" (a beneficial owner of 5% or more of the voting
shares of the Company) must be approved by the holders of 75% of the
voting shares, unless certain fair price and procedural requirements

                                  31

are met or the business combination is approved by the directors of
the Company who are not affiliated with the interested party.  A vote
of the holders of 75% of the Company's outstanding voting stock is
required to amend the fair price provisions of the Restated
Certificate of Incorporation.

          The Restated Certificate of Incorporation and the Company's
by-laws (the "By-Laws") contain certain other provisions which may be
viewed as having an anti-takeover effect.  The Restated Certificate of
Incorporation classifies the Board of Directors into three classes and
provides that vacancies on the Board of Directors are to be filled by
a majority vote of directors and that directors so chosen shall hold
office until the end of the full term of the class in which the
vacancy occurred.  A vote of the holders of 75% of the Company's
outstanding voting stock is required to amend these provisions.  Under
the Delaware General Corporation Law, directors of the Company may
only be removed for cause.  The Restated Certificate of Incorporation
and the By-Laws also contain provisions that may reduce surprise and
disruptive tactics at stockholders' meetings.  The Restated
Certificate of Incorporation provides that no action may be taken by
stockholders except at an annual meeting or special meeting, and does
not permit stockholders to directly call a special meeting of
stockholders.  A stockholder must give written notice to the Company
of an intention to nominate a director for election at an annual
meeting 90 days prior to the anniversary date of the immediately
preceding annual meeting.  Each of these provisions tends to make a
change of control of the Board of Directors more difficult and time
consuming.


                         PLAN OF DISTRIBUTION

          The Company may sell the Securities in any of the following
ways: (i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; (iii) through agents;
or (iv) through any combination of the above.  The Prospectus
Supplement with respect to the Securities will set forth the terms of
the offering, the purchase price of the Securities and the proceeds to
the Company from such sale, any underwriters, dealers or agents, any
fees, underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers.  Any
initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.

          If underwriters are involved in the sale, the Securities
will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.  The Securities may be
offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or

                                  32

more firms acting as underwriters.  The underwriter or underwriters
with respect to a particular underwritten offering of the Securities
to be named in the Prospectus Supplement relating to such offering or,
if an underwriting syndicate is used, the managing underwriter or
underwriters, will be set forth on the cover of such Prospectus
Supplement.  Unless otherwise set forth in the Prospectus Supplement
relating thereto, the obligations of the underwriters to purchase the
Securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all the Securities offered
by the Prospectus Supplement if any are purchased.

          If dealers are utilized in the sale of the Securities in
respect of which this Prospectus is delivered, the Company will sell
such Securities to the dealers as principals.  The dealers may then
resell such Securities to the public at varying prices to be
determined by such dealers at the time of resale.  The names of the
dealers and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.

          The Securities may be sold directly by the Company or
through agents designated by the Company from time to time.  Any agent
involved in the offer or sale of the Securities in respect to which
this Prospectus is delivered will be named, and any commissions
payable by the Company to such agent will be set forth in, the
Prospectus Supplement relating thereto.

          The Securities may be sold directly by the Company to
institutional investors or others, who may be deemed to be
underwriters within the meaning of the Securities Act with respect to
any resale thereof.  The terms of any such sales will be described in
the Prospectus Supplement relating thereto.

          Agents, dealers and underwriters may be entitled under
agreements entered into with the Company to indemnification by the
Company against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which
such agents, dealers or underwriters may be required to make in
respect thereof.  Agents, dealers and underwriters may be customers
of, engage in transactions with, or perform services for the Company
in the ordinary course of business.

          Other than the Common Stock, which will be approved for
listing upon notice of issuance on the New York Stock Exchange and the
Chicago Stock Exchange, the Securities may or may not be listed on a
national securities exchange.  No assurances can be given that there
will be a market for the Securities.


                             LEGAL OPINION

          The validity of the Securities offered hereby will be passed
upon for the Company by Schiff Hardin & Waite, Chicago, Illinois, and

                                  33

for any underwriters or agents as specified in the Prospectus
Supplement.  The opinions with respect to the Securities may be
conditioned upon, and subject to certain assumptions regarding, future
action to be taken by the Company and the applicable Trustee in
connection with the issuance and sale of particular Securities, the
specific terms of the Securities and other matters that may affect the
validity of the Securities but that cannot be ascertained on the date
of such opinions.  Schiff Hardin & Waite has advised the Company that,
as of the date hereof, a member of the firm participating in the
representation of the Company in this offering owns approximately
3,700 shares of Common Stock.


                                EXPERTS

          The consolidated financial statements and schedule of the
Company incorporated herein by reference, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference
in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
































                                  34

                                PART II

                INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

          The following table sets forth all expenses in connection
with the distribution of the Debt Securities, Preferred Stock, Common
Stock and Rights being registered. All amounts shown below are
estimates, except the registration fee:

          Registration fee of Securities and
            Exchange Commission   . . . . . . . . . . . .    $100,000
          Accountants' fees and expenses  . . . . . . . .      50,000
          Legal fees and expenses . . . . . . . . . . . .     200,000
          Printing Registration Statement, prospectus
            and exhibits and other printing expenses  . .     100,000
          Trustee fees and expenses . . . . . . . . . . .      20,000
          Rating agency fees  . . . . . . . . . . . . . .     125,000
          Blue sky fees, expenses and legal fees  . . . .      15,000
          Miscellaneous . . . . . . . . . . . . . . . . .      25,000
                                                           -----------
            TOTAL   . . . . . . . . . . . . . . . . . . .  $  635,000


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Restated Certificate of Incorporation and By-Laws of the
registrant provide for indemnification by the registrant of each of
its directors and officers to the fullest extent permitted by law for
liability (including liability arising under the Securities Act) of
such director or officer arising by reason of his or her status as a
director or officer of the registrant, provided that he or she met the
standards established in the Restated Certificate of Incorporation,
which include requirements that he or she acted in good faith and in a
manner he or she reasonably believed to be in the registrant's best
interests.  The registrant will also advance expenses prior to final
disposition of an action, suit or proceeding upon receipt of an
undertaking by the director or officer to repay such amount if the
director or officer is not entitled to indemnification.  All rights to
indemnification and advancement of expenses are deemed to be a
contract between the registrant and its directors and officers.  The
determination that a director or officer has met the standards
established in the Restated Certificate of Incorporation and By-Laws
may be made by majority vote of a quorum consisting of disinterested
directors, an opinion of counsel (regardless of whether such quorum is
available), a majority vote of stockholders, or a court (which may
also overturn any of the preceding determinations).  The registrant
has purchased insurance against liabilities of directors or officers,
as permitted by the Restated Certificate of Incorporation and By-Laws. 
The registrant also has entered into indemnification agreements with
each of its directors and officers which provide that the directors

                                 II-1

and officers will be entitled to their indemnification rights as they
existed at the time they entered into the agreement, regardless of
subsequent changes in the  registrant's indemnification policy.

ITEM 16.  EXHIBITS

          The Exhibits filed herewith are set forth on the Index to
Exhibits filed as a part of this Registration Statement on page II-6
hereof.


ITEM 17.  UNDERTAKINGS

          The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the
                    registration statement (or the most recent post-
                    effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental
                    change in the information set forth in the
                    registration statement.  Notwithstanding the
                    foregoing, any increase or decrease in volume of
                    securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the
                    aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the
                    effective registration statement;

               (iii)     To include any material information with
                         respect to the plan of distribution not
                         previously disclosed in the registration
                         statement or any material change to such
                         information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities

                                 II-2

Exchange Act of 1934 that are incorporated by reference in this
registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.












                                 II-3

                              SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockford, State
of Illinois, on this 19th day of January, 1996.

                                   NEWELL CO.
                                   (Registrant)

                                   By: /s/ William T. Alldredge
                                       -------------------------------
                                       William T. Alldredge
                                       Vice President - Finance

          Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.



Signature                                          Title                                      Date
                                                                                      

/s/   William P. Sovey*                         Vice Chairman and Chief
- ----------------------------------              Executive Officer (Principal
      William P. Sovey                          Executive Officer) and Director


/s/   William T. Alldredge                      Vice President - Finance
- ----------------------------------              (Principal Financial Officer)                 January 19, 1996
      William T. Alldredge


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


/s/   Donald L. Krause*                         Senior Vice President - Controller
- ----------------------------------              (Principal Accounting Officer)
      Donald L. Krause


/s/   Daniel C. Ferguson*                       Chairman of the Board of Directors
- ----------------------------------
      Daniel C. Ferguson





                                                        II-4


      Signature                                 Title                                         Date
                                                                                      

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


/s/   Gary H. Driggs*                           Director
- ----------------------------------
      Gary H. Driggs


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


/s/   John J. McDonough*                        Director
- ----------------------------------
      John J. McDonough


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


                                                Director
- ----------------------------------
      Cynthia A. Montgomery


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


/s/   Henry B. Pearsall*                        Director
- ----------------------------------
      Henry B. Pearsall


* By: /s/ William T. Alldredge
     -----------------------------                                                       January 19, 1996
      William T. Alldredge,
      Attorney-in-fact







                                 II-5

                             EXHIBIT INDEX

Exhibit
Number          Description

  1             Form of Underwriting Agreement.

  4.1           Restated Certificate of Incorporation of Newell
                Co., as amended as of May 10, 1995 (incorporated
                by reference to Exhibit 3.1 to the Company's
                Form 10-Q for the quarter ended June 30, 1995).

  4.2           By-Laws of Newell Co., as amended through
                November 9, 1995.

  4.3           Form of Indenture, dated as of November 1, 1995,
                to be entered into between the Company and The
                Chase Manhattan Bank (National Association), as
                Trustee, relating to the Senior Debt
                Securities.*

  4.4           Form of Indenture, dated as of November 1, 1995,
                to be entered into between the Company and The
                Chase Manhattan Bank (National Association), as
                Trustee, relating to the Subordinated Debt
                Securities.*

  4.5           Rights Agreement dated as of October 20, 1988
                between the Company and First Chicago Trust
                Company of New York (formerly known as Morgan
                Shareholders Services Trust Company)
                (incorporated by reference to Exhibit 4 to the
                Company's Current Report on Form 8-K dated
                October 25, 1988).

  5             Opinion of Schiff Hardin & Waite.

 12             Computation of Ratios of Earnings to Fixed
                Charges and Earnings to Combined Fixed Charges
                and Preferred Dividends.

 23.1           Consent of Schiff Hardin & Waite (contained in
                their opinion filed as Exhibit 5).

 23.2           Consent of Arthur Andersen LLP.*








                                 II-6

                             EXHIBIT INDEX - (continued)

Exhibit
Number          Description

 24             Powers of attorney (set forth on the signature
                page of this Registration Statement).*

 25.1           Form T-1 Statement of Eligibility under the
                Trust Indenture Act of 1939 of Trustee for
                Senior Indenture.

 25.2           Form of T-1 Statement of Eligibility under the
                Trust Indenture Act of 1939 of Trustee for
                Subordinated Indenture.

______________________

* Previously filed.





























                                 II-7

EX-1

                                                             EXHIBIT 1 
 
                              NEWELL CO. 
 
                       (a Delaware corporation) 
 
                        UNDERWRITING AGREEMENT 
 
                                                                [Date] 
 
 
[Name and address of Underwriters 
or Representatives] 
 
 
Dear Sirs: 
 
     Newell Co., a Delaware corporation (the "Company"), proposes to 
sell to the underwriters named in Schedule II hereto (the 
"Underwriters"), for whom you are acting as representatives (the 
"Representatives"), (1) the principal amount of its senior debt 
securities, if any, identified in Schedule I hereto (the "Senior 
Securities"), to be issued under an Indenture dated as of November 1, 
1995, between the Company and The Chase Manhattan Bank (National 
Association), as trustee (the "Senior Trustee"), as amended  (said 
Indenture, the "Senior Indenture"); (2) the principal amount of its 
subordinated debt securities, if any, identified in Schedule I hereto 
(the "Subordinated Securities" and together with the Senior Securities 
being collectively referred to herein as the "Debt Securities") to be 
issued under an Indenture dated of November 1, 1995, between the 
Company and The Chase Manhattan Bank (National Association), as 
trustee (the "Subordinated Trustee", and together with the Senior 
Trustee, the "Trustees") (said Indenture, the "Subordinated 
Indenture") (the Senior Indenture and the Subordinated Indenture being 
collectively referred to herein as the "Indentures"); (3) the 
preferred stock of the Company, if any, identified in Schedule I 
hereto (the "Preferred Stock"); (4) the common stock, par value $1.00 
per share, of the Company (the "Common Stock"), including, if then in 
existence, the related preferred stock purchase rights (the "Rights") 
provided for in the Rights Agreement dated as of October 20, 1988, as 
amended, between the Company and The First Chicago Trust Company as 
rights agent thereunder (the "Rights Agreement") (all references 
herein to the Common Stock shall include the Rights unless the context 
indicates otherwise), if any, as indicated in Schedule I hereto.  The 
Debt Securities, Preferred Stock and Common Stock described in 
Schedule I hereto shall collectively be referred to herein as the 
"Purchased Securities."  The Company may also grant to the 
Underwriters an option to purchase up to such additional number of 
Purchased Securities as is specified in Schedule I hereto (the "Option 
Securities").  The Purchased Securities and Option Securities shall be 
collectively referred to herein as the "Securities."  If the firm or 


 firms listed in Schedule II hereto include only the firm or firms 
described above as Representatives, then the terms "Underwriters" and 
"Representatives", as used herein, shall each be deemed to refer to 
such firm or firms. 
 
     SECTION 1.     Representations and Warranties.  The Company 
represents and warrants to, and agrees with, each Underwriter that: 
 
          (a)  The Company has filed with the Securities and Exchange 
     Commission (the "Commission") a registration statement on Form S- 
     3 (No.33-64225) relating to the Securities and the offering 
     thereof from time to time in accordance with Rule 415 under the 
     Securities Act of 1933, as amended (the "Act") and has filed such 
     amendments thereto as may have been required to the date hereof.  
     Such registration statement, as amended, has been declared 
     effective by the Commission, and the Indentures have each been 
     qualified under the Trust Indenture Act of 1939, as amended (the 
     "Trust Indenture Act").  The Company proposes to file with the 
     Commission pursuant to Rule 424(b) under the Act a supplement to 
     the form of prospectus included in such registration statement 
     relating to the Securities and the plan of distribution thereof 
     and has previously advised you of all further information 
     (financial and other) with respect to the Company to be set forth 
     therein.  Such registration statement, including the exhibits 
     thereto, as amended at the date of this Agreement, is hereinafter 
     called the "Registration Statement"; such prospectus in the form 
     in which it appears in the Registration Statement is hereinafter 
     called the "Basic Prospectus"; and such supplemented form of 
     prospectus, in the form in which it shall be filed with the 
     Commission pursuant to Rule 424(b) (including the Basic 
     Prospectus as so supplemented) is hereinafter called the "Final 
     Prospectus".  Any preliminary form of the Final Prospectus which 
     has heretofore been filed pursuant to Rule 424(b) is hereinafter 
     called the "Preliminary Final Prospectus".  Any reference herein 
     to the Registration Statement, the Basic Prospectus, any 
     Preliminary Final Prospectus or the Final Prospectus shall be 
     deemed to refer to and include the documents incorporated by 
     reference therein pursuant to Item 12 of Form S-3 which were 
     filed under the Securities Exchange Act of 1934, as amended (the 
     "Exchange Act"), on or before the date of this Agreement, or the 
     issue date of the Basic Prospectus, any Preliminary Final 
     Prospectus or the Final Prospectus, as the case may be; and any 
     reference herein to the terms "amend", "amendment" or 
     "supplement" with respect to the Registration Statement, the 
     Basic Prospectus, any Preliminary Final Prospectus or the Final 
     Prospectus shall be deemed to refer to and include the filing of 
     any document under the Exchange Act after the date of this 
     Agreement, or the issue date of the Basic Prospectus, any 
     Preliminary Final Prospectus or the Final Prospectus, as the case 
     may be, deemed to be incorporated therein by reference. 
 
 
 
                                  -2- 


           (b)  On the effective date of the Registration Statement, as 
     of the date hereof, when the Final Prospectus is first filed 
     pursuant to Rule 424(b) under the Act, when, prior to the Closing 
     Date (as hereinafter defined), any amendment to the Registration 
     Statement becomes effective (including the filing of any document 
     incorporated by reference in the Registration Statement), when 
     any supplement to the Final Prospectus is filed with the 
     Commission and at the applicable Closing Date, (i) the 
     Registration Statement, as amended as of any such time, any Final 
     Prospectus, as amended or supplemented as of any such time, and 
     the Indentures will comply in all material respects with the 
     applicable requirements of the Act, the Trust Indenture Act and 
     the Exchange Act and the respective rules thereunder; (ii) the 
     Registration Statement, as amended as of any such time, did not 
     contain any untrue statement of a material fact or omit to state 
     any material fact required to be stated therein or necessary to 
     make the statements therein not misleading; and (iii) the Final 
     Prospectus, as amended or supplemented as of any such time, did 
     not and will not contain an untrue statement of a material fact 
     or omit to state a material fact necessary in order to make the 
     statements therein, in light of the circumstances under which 
     they were made, not misleading; provided, however, that the 
     representations and warranties in this subsection shall not apply 
     to statements in or omissions from the Registration Statement or 
     the Final Prospectus or any amendment thereof or supplement 
     thereto made in reliance upon and in conformity with information 
     furnished to the Company in writing by any Underwriter, or on 
     behalf of any Underwriter by the Representatives, expressly for 
     use in the Registration Statement or the Final Prospectus. 
 
          (c)  The documents incorporated by reference in the Final 
     Prospectus pursuant to Item 12 of Form S-3 under the Act, at the 
     time they were or hereafter are filed or last amended, as the 
     case may be, with the Commission, complied and will comply in all 
     material respects with the requirements of the Exchange Act and 
     the rules and regulations thereunder and, when read together and 
     with the other information in the Basic Prospectus and the Final 
     Prospectus, at the time the Registration Statement and any 
     amendments thereto became or become effective, at the date of 
     this Agreement and at each Closing Date, did not and will not 
     contain an untrue statement of a material fact or omit to state a 
     material fact required to be stated therein or necessary to make 
     the statements therein, in the light of the circumstances under 
     which they were or are made, not misleading. 
 
          (d)  The accountants who certified the financial statements 
     and supporting schedules included or incorporated by reference in 
     the Registration Statement and the Final Prospectus are 
     independent public accountants as required by the Act and the 
     rules and regulations thereunder. 
 
 
 
                                  -3- 


           (e)  The financial statements (other than quarterly or other 
     unaudited interim financial statements) included or incorporated 
     by reference in the Registration Statement and the Final 
     Prospectus present fairly the financial position of the Company 
     and its consolidated subsidiaries as at the dates indicated and 
     the results of their operations for the periods specified; said 
     financial statements have been prepared in conformity with 
     generally accepted accounting principles applied on a consistent 
     (except as otherwise stated therein) basis; the supporting 
     schedules included or incorporated by reference in the 
     Registration Statement present fairly the information required to 
     be stated therein; and the Company's ratios of earnings to fixed 
     charges (actual and, if any, pro forma) included in the Final 
     Prospectus and in Exhibit 12 to the Registration Statement have 
     been calculated in compliance with Item 503(d) of Regulation S-K 
     of the Commission.   
 
          (f)  Since the respective dates as to which information is 
     given in the Registration Statement and the Final Prospectus, 
     except as otherwise stated therein (including information 
     contained in documents subsequently incorporated by reference in 
     the Registration Statement or the Final Prospectus), (1) there 
     has been no material adverse change in the condition, financial 
     or otherwise, or in the earnings, affairs or business prospects 
     of the Company and its subsidiaries considered as one enterprise, 
     whether or not arising in the ordinary course of business; and 
     (2) there have been no transactions entered into by the Company 
     or any of its subsidiaries, other than those in the ordinary 
     course of business, which are material with respect to the 
     Company and its subsidiaries considered as one enterprise. 
 
          (g)  The Company has been duly incorporated and is validly 
     existing as a corporation in good standing under the laws of the 
     State of Delaware with corporate power and authority to own, 
     lease and operate its properties and to conduct its business as 
     described in the Registration Statement and the Final Prospectus; 
     and the Company is duly qualified as a foreign corporation to 
     transact business and is in good standing in each jurisdiction in 
     which such qualification is required, whether by reason of the 
     ownership or leasing of property or the conduct of business, 
     except where the failure to so qualify would not in the aggregate 
     have a material adverse effect on the business or assets of the 
     Company and its subsidiaries considered as one enterprise.   
 
          (h)  Each Significant Subsidiary of the Company (as that 
     term is used in Rule 405 of the Act Regulations) has been duly 
     incorporated and is validly existing as a corporation in good 
     standing under the laws of the jurisdiction of its incorporation, 
     has corporate power and authority to own, lease and operate its 
     properties and to conduct its business as described in the 
     Registration Statement and the Final Prospectus and is duly 
     qualified as a foreign corporation to transact business and is in 
 
                                  -4- 


      good standing in each jurisdiction in which such qualification is 
     required, whether by reason of the ownership or leasing of 
     property or the conduct of business, except where the failure to 
     so qualify would not in the aggregate have a material adverse 
     effect on the business or assets of the Company and its 
     subsidiaries considered as one enterprise; all of the issued and 
     outstanding capital stock of each Significant Subsidiary has been 
     duly authorized and validly issued and is fully paid and 
     nonassessable and is owned by the Company (other than Anchor 
     Hocking Corporation), free and clear of any security interest, 
     mortgage, pledge, lien, encumbrance or claim.   
 
          (i)  The authorized, issued and outstanding capital stock of 
     the Company is as set forth in the Final Prospectus under the 
     caption "Capitalization" (except for subsequent issuances, if 
     any, pursuant to reservations or agreements referred to in the 
     Final Prospectus); the certificate for each outstanding share of 
     Common Stock also represents one Right per share (if the Rights 
     are then in existence), the issued and outstanding shares of 
     Common Stock have been duly authorized and validly issued and are 
     fully paid and nonassessable; and (if the Rights Agreement is 
     then in effect) the outstanding Rights have been duly authorized 
     and validly issued under the Rights Agreement and are entitled to 
     the benefits thereof.  
 
          (j)  Neither the Company nor any of its Significant 
     Subsidiaries is in violation of its charter or in default in the 
     performance or observance of any material obligation, agreement, 
     covenant or condition contained in any material contract, 
     indenture, joint venture agreement, mortgage, loan agreement, 
     note, lease or other instrument to which it or its property may 
     be bound except when such default would not have a material 
     adverse effect on the condition, financial or otherwise, or the 
     earnings, business affairs or business prospects of the Company 
     and its subsidiaries considered as one enterprise; and the 
     execution and delivery of this Agreement, the Indentures, and the 
     Securities and the consummation of the transactions contemplated 
     herein and therein have been duly authorized by all necessary 
     corporate action and will not conflict with or constitute a 
     breach of, or a default under, or result in the creation or 
     imposition of any lien, charge or encumbrance upon any property 
     or assets of the Company or any of its Significant Subsidiaries 
     pursuant to any contract, indenture, joint venture agreement, 
     mortgage, loan agreement, note, lease or other instrument to 
     which the Company or any of its Significant Subsidiaries is a 
     party or by which any of them may be bound, or to which any of 
     the property or assets of the Company or any of its Significant 
     Subsidiaries is subject, nor will such action result in any 
     violation of the provisions of the charter or by-laws of the 
     Company or any of its Significant Subsidiaries or any applicable 
     law, administrative regulation or administrative or court decree.  
 
 
                                  -5- 


           (k)  There is no action, suit or proceeding before or by any 
     court or governmental agency or body, domestic or foreign, now 
     pending, or, to the knowledge of the Company, threatened, against 
     or affecting the Company or any of its subsidiaries, which is 
     required to be disclosed in the Registration Statement or the 
     Final Prospectus (other than as disclosed therein), or which 
     might materially and adversely affect the consummation of this 
     Agreement or, except in cases in which such consequences are 
     remote, which might result in any material adverse change in the 
     condition, financial or otherwise, or in the earnings, affairs or 
     business prospects of the Company and its subsidiaries considered 
     as one enterprise, or, except in cases in which such consequences 
     are remote, which might materially and adversely affect the 
     properties or assets thereof; all pending legal or governmental 
     proceedings to which the Company or any subsidiary is a party or 
     of which any of their property is the subject which are not 
     described in the Registration Statement or the Final Prospectus, 
     including ordinary routine litigation incidental to the Company's 
     business, are, considered in the aggregate, not material to the 
     Company and its subsidiaries considered as one enterprise; and 
     there are no contracts or documents of the Company or any of its 
     subsidiaries which are required to be filed as exhibits to the 
     Registration Statement by the Act or by the rules and regulations 
     thereunder which have not been so filed. 
 
          (l)  No authorization, approval or consent of any court or 
     governmental authority or agency is required for the consummation 
     by the Company of the transactions contemplated by this 
     Agreement, except such as may be required under the Act or the 
     rules and regulations thereunder or state  securities laws for 
     the Securities and the qualification of the Indentures under the 
     Trust Indenture Act. 
 
          (m)  This Agreement has been duly authorized, executed and 
     delivered by the Company. 
 
          (n)  In the case of an offering of Debt Securities, the 
     applicable Indenture has been duly and validly authorized, 
     executed and delivered by the Company and is substantially in the 
     form filed or incorporated by reference, as the case may be, as 
     an exhibit to the Registration Statement at the time the 
     Registration Statement became effective; the applicable Indenture 
     has been duly qualified under the Trust Indenture Act; and, 
     assuming due authorization, execution and delivery by the 
     Trustee, each of the applicable Indenture constitutes a valid and 
     binding agreement of the Company, enforceable against the Company 
     in accordance with its respective terms, except as enforcement 
     thereof may be limited by bankruptcy, insolvency, reorganization, 
     moratorium or other similar laws relating to or affecting 
     creditors' rights generally or by general equitable principles; 
     the Debt Securities are in the form contemplated by the 
     applicable Indenture and the Debt Securities have been duly and 
 
                                  -6- 


      validly authorized by the Company and, when executed by the 
     proper officers of the Company, and authenticated in accordance 
     with the provisions of the applicable Indenture and in all cases 
     delivered to and paid for by the Underwriters pursuant to this 
     Agreement, in the case of all of the Securities, will in each 
     case constitute a valid and binding obligation of the Company, be 
     convertible (in the case of those Subordinated Securities that by 
     their terms are so convertible) for shares of Common Stock or 
     other securities of the Company in accordance with their terms as 
     set forth in the Final Prospectus and will be entitled to the 
     benefits of the applicable Indenture enforceable against the 
     Company in accordance with their terms, except as enforcement 
     thereof may be limited by bankruptcy, insolvency, reorganization, 
     moratorium or other similar laws relating to or affecting 
     creditors' rights generally or by general equitable principles; 
     if the Debt Securities are convertible into shares of Common 
     Stock or other securities of the Company, the shares of Common 
     Stock or other securities issuable upon such conversion will have 
     been duly authorized and reserved for issuance upon such 
     conversion and, when issued upon such conversion, will be validly 
     issued, fully paid (assuming the underlying Debt Securities have 
     been paid for) and nonassessable; such shares of Common Stock or 
     other securities will have been duly authorized and issued, will 
     be fully paid (assuming the underlying Debt Securities have been 
     paid for) and nonassessable and will conform to the description 
     thereof contained in the Final Prospectus; and the stockholders 
     of the Company have no preemptive rights with respect to any of 
     such shares of Common Stock or other securities issuable upon 
     such conversion. 
 
          (o)  In the case of an offering of shares of Preferred 
     Stock, including any shares of Preferred Stock constituting 
     Option Securities, the shares of Preferred Stock being delivered 
     and paid for at such Closing Date have been duly authorized, 
     validly issued and are fully paid and nonassessable; and the 
     stockholders of the Company have no preemptive rights with 
     respect to any of such shares of Preferred Stock.  If the shares 
     of Preferred Stock being delivered at such Closing Date are 
     convertible into shares of Common Stock or other securities of 
     the Company, such shares of Preferred Stock are convertible into 
     shares of Common Stock or other securities of the Company in 
     accordance with their terms; the shares of Common Stock or other 
     securities initially issuable upon conversion of such shares of 
     Preferred Stock will have been duly authorized and reserved for 
     issuance upon such conversion and, when issued upon such 
     conversion, will be duly issued, fully paid and nonassessable; 
     such shares of Common Stock will have been duly authorized and 
     issued, are fully paid (assuming the underlying shares of 
     Preferred Stock have been paid for) and nonassessable and conform 
     to the description thereof contained in the Final Prospectus. 
 
 
 
                                  -7- 


           (p)  In the case of an offering of shares of Common Stock, 
     including any shares of Common Stock constituting Option 
     Securities, the shares of Common Stock being delivered and paid 
     for at such Closing Date have been duly authorized, validly 
     issued and are fully paid and nonassessable; the related Rights 
     (if the Rights Agreement is then in effect) have been duly 
     authorized and validly issued under the Rights Agreement and are 
     entitled to the benefits thereof; neither the issuance of the 
     shares of Common Stock nor the issuance of the related Rights is 
     subject to preemptive rights; and the Company has reserved one 
     four-hundredth of a share of Series B Preferred for issuance upon 
     exercise of each Right. 
 
          (q)  The Securities, the Rights, the Company's Junior 
     Participating Preferred Stock, Series B (the "Series B 
     Preferred") and, in the case of an offering of Debt Securities, 
     the applicable Indenture, will conform in all material respects 
     to the respective statements relating thereto contained in the 
     Final Prospectus and the Registration Statement and will be in 
     substantially the respective forms filed or incorporated by 
     reference, as the case may be, as exhibits to the Registration 
     Statement. 
 
          (r)  The Senior Debt Securities rank and will rank on a 
     parity with all unsecured indebtedness (other than subordinated 
     indebtedness) of the Company that is outstanding on the date 
     hereof or that may be incurred hereafter, and senior to all 
     subordinated indebtedness of the Company that is outstanding on 
     the date hereof or that may be incurred hereafter. 
 
     Any certificate signed by any officer of the Company and 
delivered to the Representatives or counsel for the Underwriters in 
connection with the offering and sale of the Securities pursuant to 
this Agreement shall be deemed a representation and warranty by the 
Company to each Underwriter as to the matters covered thereby. 
 
 
     SECTION 2.     Purchase and Sale.  (a)  Subject to the terms and 
conditions and in reliance upon the representations and warranties 
herein set forth, the Company agrees to sell to each Underwriter, and 
each Underwriter agrees, severally and not jointly, to purchase from 
the Company, at the respective purchase prices and upon the terms and 
conditions set forth in Schedule I hereto the principal amount or 
number of Purchased Securities set forth opposite such Underwriter's 
name in Schedule II hereto, except that, if Schedule I hereto provides 
for the sale of Purchased Securities pursuant to delayed delivery 
arrangements, the respective principal amount or number of such 
Purchased Securities to be purchased by the Underwriters, shall be as 
set forth in Schedule II hereto.  
 
     (b)  The Underwriters will endeavor to make such arrangements 
and, as compensation therefor, the Company will pay to the 
 
                                  -8- 


 Representatives, for the account of the Underwriters, on the 
applicable Closing Date, an amount as follows:  (i) in the case of 
Debt Securities, an amount equal to the percentage set forth in 
Schedule II hereto of the principal amount of the Debt Securities, 
(ii) in the case of Preferred Stock an amount equal to the percentage 
set forth in Schedule II hereto of the aggregate liquidation 
preference of Preferred Stock and (iii) in the case of Common Stock, 
an amount as set forth in Schedule II hereto. 
 
     SECTION 3.     Delivery and Payment.  (a)  Delivery of the 
Securities shall be made at the office of______________________ 
____________________________________________ or at such other place as 
shall be agreed upon by the Representatives and the Company, or at the 
office of The Depositary Trust Company ("DTC") if the Securities are 
issued in book-entry form, and payment for such Securities shall be 
made at the above office of____________ ________________________ or at 
such other place as shall be agreed upon by the Representatives and 
the Company, on the date and at the time specified in Schedule I 
hereto, which date and time may be postponed by agreement between the 
Representatives and the Company or as provided in Section 11 hereof 
(such date and time of delivery and payment for the Securities being 
herein referred to in the case of Purchased Securities as the 
"Purchased Securities Closing Date", in the case of Option Securities 
as the "Option Securities Closing Date" and each such date being 
referred to herein as a "Closing Date").  Delivery of the Securities 
shall be made to the Representatives for the respective accounts of 
the several Underwriters against payment by the several Underwriters 
through the Representatives of the purchase price thereof to or upon 
the order of the Company by certified or official bank check or checks 
drawn on or by a Chicago Clearing House bank and payable in next day 
funds or by such other means as are specified in Schedule I hereto. 
 
     (b)  If specified in Schedule I hereto, the several Underwriters 
will be compensated for their respective commitments and obligations 
by separate payment to the Representatives for the respective accounts 
of such Underwriters.  Any such payment by the Company to the 
Underwriters shall be made simultaneously with the payment by the 
Underwriters to the Company of the purchase price of the Securities as 
specified herein.  Any separate payment of compensation by the Company 
to the Underwriters shall be made by certified or official bank check 
or checks drawn on or by a Chicago Clearing House bank and payable in 
next day funds to the order of the Representatives or by such other 
means as are specified in Schedule I hereto. 
 
     (c)  If specified in Schedule I and the Securities are issued in 
book-entry form, payment shall be made in immediately available funds 
by fed wire.  Certificates for the Securities shall be registered in 
such names and in such denominations as the Representatives may 
request not less than two full business days in advance of the 
applicable Closing Date, provided that, if the Securities are in book- 
entry form, the registration thereof, including the determination of 
 
 
                                  -9- 


 the denominations thereof, shall be in accordance with the regulations 
of DTC. 
 
     (d)  The Company agrees to have the Securities available for 
inspection, checking or packaging by the Representatives in New York, 
New York, not later than 1:00 P.M., New York City time, on the 
business day prior to the applicable Closing Date, unless the 
Securities are in book-entry form. 
 
     SECTION 4.     Covenants of the Company.  The Company covenants 
with each Underwriter as follows: 
 
          (a)  Immediately following the execution of this Agreement, 
     the Company will prepare a Final Prospectus setting forth the 
     principal amount or number of Securities covered thereby and 
     their terms (not otherwise specified in the applicable Indenture 
     in the case of Debt Securities), the names of the Underwriters 
     and the principal amount or number of Securities which each 
     severally has agreed to purchase, the names of the 
     Representatives, the price at which the Securities are to be 
     purchased by the Underwriters from the Company, the initial 
     public offering price, the selling concession and reallowance, if 
     any, and such other information as the Representatives and the 
     Company deem appropriate in connection with the offering of the 
     Securities.  The Company will promptly transmit copies of the 
     Final Prospectus to the Commission for filing pursuant to Rule 
     424 of the Act and will furnish to the Underwriters named therein 
     as many copies of the Final Prospectus and any Preliminary Final 
     Prospectus as such Underwriters shall reasonably request. 
 
          (b)  The Company will notify the Representatives 
     immediately, and promptly confirm the notice in writing, (i) of 
     the effectiveness of any amendment to the Registration Statement, 
     (ii) of the mailing or the delivery to the Commission for filing 
     of any supplement to the Final Prospectus or any document to be 
     filed pursuant to the Exchange Act which will be incorporated by 
     reference into the Registration Statement or Final Prospectus, 
     (iii) of the receipt of any comments or other communications from 
     the Commission with respect to the Registration Statement, the 
     Basic Prospectus, any Preliminary Final Prospectus or the Final 
     Prospectus, (iv) of any request by the Commission for any 
     amendment to the Registration Statement or any amendment or 
     supplement to the Basic Prospectus, any Preliminary Final 
     Prospectus or the Final Prospectus or for additional information, 
     and (v) of the issuance by the Commission of any stop order 
     suspending the effectiveness of the Registration Statement or the 
     initiation of any proceedings for that purpose.  The Company will 
     make every reasonable effort to prevent the issuance of any stop 
     order and, if any stop order is issued, to obtain the lifting 
     thereof at the earliest possible moment. 
 
 
 
                                 -10- 


           (c)  For so long as a Final Prospectus is required to be 
     delivered in connection with the sale of Securities covered by 
     this Agreement, the Company will give the Representatives notice 
     of its intention to file any amendment to the Registration 
     Statement or any amendment or supplement to the Final Prospectus 
     (including through the filing of documents under the Exchange Act 
     or a prospectus filed pursuant to Rule 424(b) which differs from 
     the prospectus on file at the Commission), whether pursuant to 
     the Act, the Exchange Act or otherwise, will furnish the 
     Representatives with copies of any such amendment or supplement 
     or other documents proposed to be filed a reasonable time in 
     advance of filing, and will not file any such amendment or 
     supplement to which the Representatives or counsel for the 
     Underwriters shall reasonably object. 
 
          (d)  The Company will deliver to the Representatives as many 
     signed and conformed copies of the registration statement (as 
     originally filed) and of each amendment thereto (including 
     exhibits filed therewith or incorporated by reference therein and 
     documents incorporated by reference in the Prospectus pursuant to 
     Item 12 of Form S-3 under the Act) as the Representatives may 
     reasonably request, and will also deliver to the Representatives 
     a conformed copy of the Registration Statement and each amendment 
     thereto for each of the Underwriters. 
 
          (e)  If any event shall occur or condition exist as a result 
     of which it is necessary, in the opinion of counsel for the 
     Underwriters or counsel for the Company, to further amend or 
     supplement the Final Prospectus in order that the Final 
     Prospectus will not include an untrue statement of a material 
     fact or omit to state any material fact necessary to make the 
     statements therein not misleading in the light of circumstances 
     existing at the time it is delivered to a purchaser or 
     prospective purchaser or if it shall be necessary, in the opinion 
     of either such counsel, at any such time to amend or supplement 
     the Registration Statement or the Final Prospectus in order to 
     comply with the requirements of the Act or rules and regulations 
     thereunder, the Company will promptly prepare and file with the 
     Commission such amendment or supplement, whether by filing 
     documents pursuant to the Exchange Act or otherwise, as may be 
     necessary to correct such untrue statement or omission or to make 
     the Registration Statement comply with such requirements. 
 
          (f)  The Company will endeavor, in cooperation with the 
     Underwriters, to qualify the Securities and any Debt Securities, 
     Common Stock or Preferred Stock which may be issuable pursuant to 
     the exercise or conversion, as the case may be, of Securities 
     offered by the Company, for offering and sale under the 
     applicable securities laws of such states and other jurisdictions 
     of the United States as the Representatives may designate, and 
     will maintain such qualifications in effect for as long as may be 
     required for the distribution of the Securities.  The Company 
 
                                 -11- 


      will file such statements and reports as may be required by the 
     laws of each jurisdiction in which the Securities have been 
     qualified as provided above. 
 
          (g)  With respect to each sale of Securities, the Company 
     will make generally available to its security holders as soon as 
     practicable, but not later than 60 days (or 90 days in the case 
     of periods which are a fiscal year of the Company) after the 
     close of the period covered thereby, earnings statements (in form 
     complying with the provisions of Rule 158 under the Act) covering 
     twelve-month periods beginning, in each case, not later than the 
     first day of the Company's fiscal quarter next following the 
     "effective date" (as defined in Rule 158) of the Registration 
     Statement relating to such Securities that satisfies the 
     provisions of Section 11(a) of the Act and the rules and 
     regulations thereunder. 
 
          (h)  The Company will use the net proceeds received by it 
     from the sale of the Securities in the manner specified in the 
     Final Prospectus relating to such Securities under "Use of 
     Proceeds". 
 
          (i)  The Company will use its best efforts to (i) arrange 
     for the listing of any Common Stock constituting Securities 
     hereunder or issuable upon conversion or exercise of any of the 
     Securities upon notice of issuance on the New York Stock 
     Exchange, Inc. or such other national securities exchanges on 
     which the Company's outstanding Common Stock is then listed and 
     (ii) list any other Securities on the exchanges, if any, 
     specified in Schedule I hereto. 
 
          (j)  The Company, during the period when the Final 
     Prospectus is required to be delivered under the Act, will file 
     promptly all documents required to be filed with the Commission 
     pursuant to Section 13, 14 or 15 of the Exchange Act within the 
     time periods required by the Exchange Act and the rules and 
     regulations thereunder. 
 
          (k)  In the event that the Securities being issued and sold 
     pursuant to this Agreement are shares of Common Stock, for a 
     period of 90 days from the date of this Agreement, the Company 
     will not, without the Representatives' prior written consent, 
     directly or indirectly, sell, offer to sell, grant any option for 
     the sale of, enter into an agreement to sell, or otherwise 
     dispose of, any Securities to which this Agreement relates or 
     securities similar to such Securities, or any securities 
     convertible into or exercisable for any such Securities or any 
     such similar securities, except for Securities sold pursuant to 
     this Agreement, securities issued upon conversion of Securities 
     issued under this Agreement and shares of Common Stock issued 
     pursuant to employee benefit, executive compensation and dividend 
     reinvestment plans of the Company, and the Company will not file 
 
                                 -12- 


      a registration statement under the Act with respect to any such 
     Securities or securities similar to such securities of the 
     Company held by others. 
 
          (l)  In the event that the Securities being issued and sold 
     pursuant to this Agreement are Securities other than Common 
     Stock, for a period of 21 days from the date of this Agreement, 
     the Company will not, without the Representatives' prior written 
     consent, directly or indirectly, sell, offer to sell, grant any 
     option for the sale of, enter into an agreement to sell, or 
     otherwise dispose of, any Securities to which this Agreement 
     relates or securities similar to such Securities, or any 
     securities convertible into or exchangeable or exercisable for 
     any such  Securities or any such similar securities, except for 
     Securities sold pursuant to this Agreement and securities issued 
     upon conversion of Securities issued under this Agreement, and 
     the Company will not file a registration statement under the Act 
     with respect to any such Securities or securities similar to such 
     securities of the Company held by others. 
 
          (m)  If necessary or otherwise required, the Company will 
     comply with all of the provisions of Section 517.075 of the 
     Florida Statutes, and all rules and regulations promulgated 
     thereunder, relating to issuers doing business in Cuba. 
 
     SECTION 5.     Payment of Expenses.  The Company will pay all 
expenses incident to the performance of its obligations under this 
Agreement, including (i) the preparation, printing, filing and 
delivery of the registration statement (as originally filed) and all 
amendments thereto, (ii) the preparation, issuance and delivery to the 
Underwriters of the certificates for the Securities, (iii) the fees 
and disbursements of the Company's counsel and accountants, (iv) the 
qualification of the Securities under applicable state securities laws 
in accordance with the provisions of Section 4(f), including filing 
fees and the reasonable fees and disbursements of counsel for the 
Underwriters in connection therewith and in connection with the 
preparation of any Blue Sky Survey and Legal Investment Survey, (v) 
the printing and delivery to the Underwriters in quantities as 
hereinabove stated of copies of the registration statement (as 
originally filed) and any amendments thereto, and of the Final 
Prospectus and any amendments or supplements thereto, (vi) the 
printing and delivery to the Underwriters of copies of the applicable 
Indenture and any Blue Sky Survey and Legal Investment Survey, (vii) 
the fees, if any, of rating agencies, (viii) the fees and expenses, if 
any, incurred in connection with the listing of the Securities on any 
securities exchange, (ix) the fees and expenses of the Trustees, if 
any, including the fees and disbursements of counsel for the Trustees 
in connection with the Indentures and the Securities, and (x) the 
fees, if any, of the National Association of Securities Dealers, Inc. 
 
     If this Agreement is terminated by the Representatives in 
accordance with the provisions of Section 6 or Section 10(i), the 
 
                                 -13- 


 Company shall reimburse the Underwriters named in this Agreement for 
all of their out-of-pocket expenses, including the reasonable fees and 
disbursements of counsel for the Underwriters. 
 
     SECTION 6.     Conditions of Underwriters' Obligations.  The 
obligations of the Underwriters hereunder are subject to the accuracy 
of the representations and warranties on the part of the Company 
herein contained, to the accuracy of the statements of the Company's 
officers made in any certificate furnished pursuant to the provisions 
hereof, to the performance by the Company of its obligations, 
covenants and agreements hereunder, and to the following further 
conditions: 
 
          (a)  The Final Prospectus shall have been filed with the 
     Commission pursuant to Rule 424 under the Act not later than 5:30 
     p.m., New York City time, on the second business day following 
     the date hereof; and at the applicable Closing Date (i) no stop 
     order suspending the effectiveness of the Registration Statement 
     shall have been issued under the Act or proceedings therefor 
     initiated or threatened by the Commission and any request on the 
     part of the Commission for additional information shall have been 
     complied with to the satisfaction of counsel for the 
     Underwriters, (ii) except where the only Securities are Common 
     Stock, the rating assigned by any nationally recognized 
     securities rating agency to any debt securities or preferred 
     stock of the Company as of the date of this Agreement shall not 
     have been lowered since the execution of this Agreement and no 
     such agency shall have publicly announced that it has placed any 
     of such debt securities or preferred stock on what is commonly 
     termed a "watch list" for possible downgrading, and (iii) there 
     shall not have come to the attention of the Representatives any 
     facts that cause them, after disclosing such facts to, and 
     discussing them with, the Company, reasonably to believe that the 
     Final Prospectus, at the time it was required to be delivered to 
     a purchaser of the Securities, contained an untrue statement of a 
     material fact or omitted to state a material fact necessary in 
     order to make the statements therein, in light of the 
     circumstances existing at such time, not misleading. 
 
          (b)  At the applicable Closing Date, the Representatives 
     shall have received: 
 
                    (1)  The opinion, dated as of the applicable  
     Closing Date, of the General Counsel of the Company, in form and 
     substance satisfactory to the Underwriters to the effect that: 
 
               (i)  Each of the Company and each Significant 
          Subsidiary has been duly incorporated and each of the 
          Company and each Significant Subsidiary is validly existing 
          as a corporation in good standing under the laws of the 
          jurisdiction of its incorporation and, to the best of such 
          counsel's knowledge, each of the Company and each such 
 
                                 -14- 


           Significant Subsidiary is duly qualified as a foreign 
          corporation to transact business and is in good standing in 
          each jurisdiction in which such qualification is required, 
          whether by reason of the ownership or leasing of property or 
          the conduct of business, except where the failure to so 
          qualify or be in good standing would not have a material 
          adverse effect on the condition, financial or otherwise, or 
          the earnings, business affairs or business prospects of the 
          Company and its subsidiaries considered as one enterprise. 
 
               (ii) Each Significant Subsidiary has the corporate 
          power and authority to own, lease and operate its properties 
          and to conduct its business as currently conducted and as 
          described in the Prospectus. 
 
               (iii)     To the best of such counsel's knowledge, 
          there are no legal or governmental proceedings pending or 
          threatened which are required to be disclosed in the 
          Prospectus, other than those disclosed therein. 
 
               (iv) The execution, delivery and performance by the 
          Company of this Agreement, the Indenture and the Notes, the 
          performance by the Company of its agreements herein and 
          therein and the incurrence by the Company of the 
          indebtedness to be evidenced by the Notes will not conflict 
          with or constitute a breach of, or default under, or result 
          in the creation or imposition of any lien, charge or 
          encumbrance upon any property or assets of the Company or 
          any Significant Subsidiary under any contract, indenture, 
          mortgage, loan agreement, note, lease or other instrument 
          known to such counsel and to which the Company or any 
          Significant Subsidiary is a party or by which any of them 
          are bound or to which any property or assets of the Company 
          or any such Significant Subsidiary is subject. 
 
                    (2)  The opinion, dated as of the applicable 
          Closing Date, of Schiff Hardin & Waite, counsel for the 
          Company, in form and substance satisfactory to counsel for 
          the Underwriters, with such specificity as is necessary to 
          reflect particularly the Securities purchased on such 
          Closing Date to the effect that: 
 
               (i)  The Company has been duly incorporated and is 
          validly existing as a corporation under the laws of the 
          State of Delaware. 
 
               (ii) The Company has corporate power and authority to 
          own, lease and operate its properties and to conduct its 
          business as described in the Registration Statement and the 
          Final Prospectus. 
 
 
 
                                 -15- 


                (iii) The Company is duly qualified as a foreign 
          corporation to transact business and is in good standing 
          under the laws of the State of Illinois and the State of 
          Wisconsin. 
 
               (iv) In the case of an offering of Preferred Stock or 
          Common Stock, the authorized, issued and outstanding capital 
          stock of the Company is as set forth in the Registration 
          Statement and the Final Prospectus under the caption 
          "Capitalization" (except for subsequent issuances, if any, 
          pursuant to reservations or agreements referred to in the 
          Final Prospectus), and the stock of issued and outstanding 
          capital stock of the Company set forth therein have been 
          duly authorized and validly issued and are fully paid and 
          nonassessable; the certificate for each outstanding share of 
          Common Stock also represents one Right per share; and the 
          outstanding Rights have been duly authorized and validly 
          issued under the Rights Agreement. 
 
               (v)  The Company is the registered owner of all of the 
          issued and outstanding shares of capital stock of the 
          Significant Subsidiaries (including Newell Operating 
          Company), other than Anchor Hocking Corporation, free and 
          clear, to the best of such counsel's knowledge, of any 
          pledge, mortgage, lien, encumbrance or claim.  Newell 
          Operating Company is the registered owner of all of the 
          issued and outstanding shares of capital stock of Anchor 
          Hocking Corporation, free and clear, to the best of such 
          counsel's knowledge, of any pledge, mortgage, lien, 
          encumbrance or claim.  All of the issued and outstanding 
          capital stock of each Significant Subsidiary has been duly 
          authorized and validly issued, is fully paid and non- 
          assessable. 
 
               (vi) This Agreement has been duly authorized, executed 
          and delivered by the Company. 
 
               (vii) The Registration Statement is effective under the 
          Act and, to the best of their knowledge and information, no 
          stop order suspending the effectiveness of the Registration 
          Statement has been issued under the Act or proceedings 
          therefor initiated or threatened by the Commission. 
 
               (viii) At the time the Registration Statement became 
          effective, at the date of this Agreement and at the 
          applicable Closing Date, the Registration Statement (other 
          than the financial statements, supporting schedules or other 
          financial or statistical information or data included or 
          incorporated by reference therein, as to which no opinion 
          need be rendered) complied as to form in all material 
          respects with the requirements of the Act, the rules and 
          regulations thereunder, the Trust Indenture Act and the 
 
                                 -16- 


           rules and regulations thereunder, and nothing has come to 
          their attention that leads them to believe that the 
          Registration Statement (other than the financial statements, 
          supporting schedules and other financial or statistical 
          information or data included or incorporated by reference 
          therein, as to which no opinion need be rendered), at the 
          time it became effective or at the date of this Agreement or 
          at the applicable Closing Date, contained an untrue 
          statement of a material fact or omitted to state a material 
          fact required to be stated therein or necessary to make the 
          statements therein not misleading or that the Final 
          Prospectus, as amended or supplemented at the applicable 
          Closing Date, including the documents incorporated by 
          reference therein (other than the financial statements, 
          supporting schedules and other financial or statistical 
          information or data included or incorporated by reference 
          therein, as to which no opinion need be rendered) included 
          an untrue statement of a material fact or omitted to state a 
          material fact necessary in order to make the statements 
          therein, in the light of the circumstances under which they 
          were made, not misleading. 
 
               (ix) To the best of their knowledge and information, 
          there are no legal or governmental proceedings pending or 
          threatened which are required to be disclosed in the 
          Registration Statement, other than those disclosed in the 
          Final Prospectus or in any document incorporated by 
          reference therein. 
 
               (x)  Each document filed pursuant to the Exchange Act 
          (other than the financial statements, supporting schedules 
          and other financial or statistical information or data 
          included therein, as to which no opinion need be rendered) 
          and incorporated by reference in the Final Prospectus at the 
          applicable Closing Date, complied when so filed (or, if 
          amended, when and as amended prior to the date of the Final 
          Prospectus) as to form in all material respects with the 
          Exchange Act and the rules and regulations thereunder. 
                      
               (xi) To the best of their knowledge and information, 
          there are no contracts, indentures, mortgages, loan 
          agreements, notes, leases or other instruments required to 
          be described, referred to or incorporated by reference in 
          the Registration Statement at the applicable Closing Date or 
          to be filed as exhibits thereto other than those described, 
          referred to or incorporated by reference therein or filed as 
          exhibits thereto, and the descriptions thereof or references 
          thereto in the Registration Statement at the applicable 
          Closing Date are correct. 
 
               (xii)  No authorization, approval, consent  or order of 
          any court or governmental authority or agency is required in 
 
                                 -17- 


           connection with the consummation by the Company of the 
          transactions contemplated by this Agreement, except such as 
          may be required under the Act, the rules and regulations 
          thereunder, the Exchange Act, the rules and regulations 
          thereunder or state securities laws and the qualification of 
          the applicable Indenture under the Trust Indenture Act (in 
          the case of an offering of Debt Securities); the execution 
          and delivery by the Company of this Agreement, the 
          applicable Indenture (in the case of an offering of Debt 
          Securities), and the Securities and the consummation of the 
          transactions contemplated herein and therein will not result 
          in any violation of the provisions of the charter or by-laws 
          of the Company; and to the best of their knowledge and 
          information, the execution and delivery by the Company of 
          this Agreement, the applicable Indenture (in the case of an 
          offering of Debt Securities), and the Securities and the 
          consummation of the transactions contemplated herein and 
          therein will not conflict with or constitute a breach of, or 
          default under, or result in the creation or imposition of 
          any lien, charge or encumbrance upon any property or assets 
          of the Company or any of its subsidiaries pursuant to, any 
          Material contract, indenture, mortgage, loan agreement, 
          note, lease or other instrument to which the Company or any 
          of its subsidiaries is a party or by which it or any of them 
          may be bound, or to which any of the property or assets of 
          the Company or any of its subsidiaries is subject, nor will 
          such action result in any violation of any applicable law, 
          administrative regulation or any administrative or court 
          order or decree known to them.  For purposes of the 
          preceding sentence, "Material Contract" shall mean each 
          indenture, loan agreement, contract, agreement or 
          arrangement, as each shall have been amended to the date of 
          such opinion, filed as an exhibit to, or incorporated by 
          reference in, the most recent Annual Report to the SEC on 
          Form 10-K of the Company or any report filed since the date 
          of such report with the SEC under Section 13 of the Exchange 
          Act. 
 
               (xiii) The information in the Final Prospectus 
          describing the Securities, the Rights and the Series B 
          Preferred (and the applicable Indenture in the case of an 
          offering of Debt Securities), has been reviewed by them and 
          is correct (subject to the limitations stated therein) and 
          complete in all material respects. 
 
               (xiv)  In the case of an offering of Debt Securities, 
          the applicable Indenture has been duly and validly 
          authorized, executed and delivered by the Company and is 
          substantially in the form filed or incorporated by 
          reference, as the case may be, as an exhibit to the 
          Registration Statement at the time the Registration 
          Statement became effective; the applicable Indenture has 
 
                                 -18- 


           been duly qualified under the Trust Indenture Act; and, 
          assuming due authorization, execution and delivery by the 
          Trustee the applicable Indenture constitutes a valid and 
          binding agreement of the Company, enforceable against the 
          Company in accordance with its respective terms, except as 
          enforcement thereof may be limited by bankruptcy, 
          insolvency, reorganization, moratorium or other similar laws 
          relating to or affecting creditors' rights generally or by 
          general equitable principles; the Debt Securities are in the 
          form contemplated by the applicable Indenture and the Debt 
          Securities have been duly and validly authorized by the 
          Company and, when executed by the proper officers of the 
          Company, authenticated in accordance with the provisions of 
          the applicable Indenture and delivered to and paid for by 
          the Underwriters pursuant to this Agreement will in each 
          case constitute a valid and binding obligation of the 
          Company, be convertible (in the case of those Debt 
          Securities that by their terms are so convertible) for 
          shares of Common Stock or other securities of the Company in 
          accordance with their terms as set forth in the Final 
          Prospectus and will be entitled to the benefits of the 
          applicable Indenture enforceable against the Company in 
          accordance with their terms, except as enforcement thereof 
          may be limited by bankruptcy, insolvency, reorganization, 
          moratorium or other similar laws relating to or affecting 
          creditors' rights generally or by general equitable 
          principles; if the Debt Securities are convertible into 
          shares of Common Stock or other securities of the Company, 
          the shares of Common Stock or other securities issuable upon 
          such conversion will have been duly authorized and reserved 
          for issuance upon such conversion and, when issued upon such 
          conversion, will be validly issued, fully paid (assuming the 
          underlying Debt Securities have been paid for) and 
          nonassessable; such shares of Common Stock or other 
          securities will have been duly authorized and issued, will 
          be fully paid (assuming the underlying Debt Securities have 
          been paid for) and nonassessable and will conform to the 
          description thereof contained in the Final Prospectus; and 
          the stockholders of the Company have no preemptive rights 
          with respect to any of such shares of Common Stock or other 
          securities issuable upon such conversion. 
 
               (xv) In the case of an offering of shares of Preferred 
          Stock, including any shares of Preferred Stock constituting 
          Option Securities, the shares of Preferred Stock being 
          delivered and paid for at such Closing Date have been duly 
          authorized, validly issued and are fully paid and 
          nonassessable; and the stockholders of the Company have no 
          preemptive rights with respect to any of such Preferred 
          Stock.  If the shares of Preferred Stock being delivered and 
          paid for at such Closing Date are convertible into shares of 
          Common Stock or other securities, such shares of Preferred 
 
                                 -19- 


           Stock are convertible into shares of Common Stock or other 
          securities of the Company in accordance with their terms; 
          the shares of Common Stock or other securities initially 
          issuable upon conversion of such shares of Preferred Stock 
          will have been duly authorized and reserved for issuance 
          upon such conversion and, when issued upon such conversion, 
          will be duly issued, fully paid (assuming the underlying 
          Preferred Stock have been paid for) and nonassessable; the 
          shares of Common Stock have been duly authorized and issued, 
          are fully paid and nonassessable and conform to the 
          description thereof contained in the Final Prospectus. 
 
               (xvi) In the case of an offering of shares of Common 
          Stock, including any shares of Common Stock constituting 
          Option Securities, the shares of Common Stock being 
          delivered and paid for at such Closing Date have been duly 
          authorized, validly issued and are fully paid and 
          nonassessable; the related Rights have been duly authorized 
          and validly issued under the Rights Agreement and are 
          entitled to the benefits thereof; neither the issuance of 
          the shares of Common Stock nor the issuance of the related 
          Rights is subject to preemptive rights; and the Company has 
          reserved one four-hundredth share of Series B Preferred for 
          issuance upon exercise of each Right. 
 
                    (3)  The opinion or opinions, dated as of the 
               applicable Closing Date, of______________________ 
               _____________________ counsel for the Underwriters, 
               with respect to the incorporation of the Company, the 
               validity of the Securities being sold at the Closing 
               Date, the Registration Statement, the Final Prospectus 
               and other related matters as the Underwriters may 
               reasonably request, and such counsel shall have 
               received such papers and information as they reasonably 
               request to enable them to pass upon such matters.   
 
          (c)  At the applicable Closing Date there shall not have 
     been, since the date of this Agreement or since the respective 
     dates as of which information is given in the Registration 
     Statement and the Final Prospectus, any material adverse change 
     in the condition, financial or otherwise, or in the earnings, 
     affairs or business prospects of the Company and its subsidiaries 
     considered as one enterprise, whether or not arising in the 
     ordinary course of business, and the Representatives shall have 
     received a certificate of the President or a Vice President of 
     the Company and of the Chief Financial Officer, Chief Accounting 
     Officer or Treasurer of the Company, dated as of such Closing 
     Date, to the effect that (i) there has been no such material 
     adverse change; (ii) the representations and warranties in 
     Section 1 are true and correct with the same force and effect as 
     though expressly made again at and as of such Closing Date; (iii) 
     the Company has complied with all agreements and satisfied all 
 
                                 -20- 


      conditions on its part to be performed or satisfied at or prior 
     to such Closing Date; and (iv) no stop order suspending the 
     effectiveness of the Registration Statement has been issued and 
     no proceedings for that purpose have been initiated or threatened 
     by the Commission. 
 
          (d)  The Representatives shall have received from Arthur 
     Andersen LLP and any other independent certified public 
     accountants who have reviewed financial statements included in 
     the Registration Statement or the Final Prospectus letters, dated 
     as of the date of this Agreement and as of the applicable Closing 
     Date, in form and substance satisfactory to the Representatives 
     to the effect that: 
 
               (i)  They are independent public accountants with 
          respect to the Company and its subsidiaries within the 
          meaning of the Act and the rules and regulations thereunder. 
 
               (ii) It is their opinion that the financial statements 
          and supporting schedules included or incorporated by 
          reference in the Registration Statement and covered by their 
          opinion therein comply as to form in all material respects 
          with the applicable accounting requirements of the Act, the 
          rules and regulations thereunder, the Exchange Act and the 
          rules and regulations thereunder. 
 
               (iii) Based upon limited procedures set forth in detail 
          in such letter, nothing has come to their attention which 
          causes them to believe that: 
 
                    (A)  The unaudited financial statements and 
               supporting schedules of the Company and its 
               subsidiaries included or incorporated by reference in 
               the Registration Statement and the Final Prospectus do 
               not comply as to form in all material respects with the 
               applicable accounting requirements of the Act, the 
               rules and regulations thereunder, the Exchange Act and 
               the rules and regulations thereunder or are not 
               presented in conformity with generally accepted 
               accounting principles applied on a basis substantially 
               consistent with that of the audited financial 
               statements included or incorporated by reference in the 
               Registration Statement and the Final Prospectus; 
 
                    (B)  The amounts set forth under the caption 
               "Selected Financial Data" (or other similar caption) in 
               the Final Prospectus are not in agreement with the 
               corresponding amounts in the Company's audited 
               financial statements included or incorporated by 
               reference in the Registration Statement and the Final 
               Prospectus; or 
 
 
                                 -21- 


                     (C)  At a specified date not more than five days 
               prior to the date of the letters, there has been any 
               change in the capital stock of the Company or any 
               increase in the consolidated long-term debt of the 
               Company and its subsidiaries or any decrease in 
               consolidated net current assets or net assets as 
               compared with the amounts shown in the Company's most 
               recent consolidated balance sheet included or 
               incorporated by reference in the Registration Statement 
               and the Final Prospectus or, during the period from the 
               date of such balance sheet to a specified date not more 
               than five days prior to the date of the letters, there 
               were any decreases, as compared with the corresponding 
               period in the preceding year, in consolidated net 
               sales, net earnings or primary net earnings per share 
               of the Company and its subsidiaries, except in all 
               instances for changes, increases or decreases which the 
               Registration Statement and the Final Prospectus 
               disclose have occurred or may occur. 
 
               (iv) In addition to the examination referred to in 
          their opinions and the limited procedures referred to in 
          clause (iii) above, they have carried out certain specified 
          procedures, not constituting an audit, with respect to 
          certain amounts, percentages and financial information which 
          are included or incorporated by reference in the 
          Registration Statement and Prospectus and which have been 
          specified by the Representatives, and have found such 
          amounts, percentages and financial information to be in 
          agreement with the relevant accounting, financial and other 
          records of the Company and its subsidiaries identified in 
          such letter. 
 
               (v)  If pro forma financial statements are included or 
          incorporated in the Registration Statement and Final 
          Prospectus, on the basis of a reading of the unaudited pro 
          forma financial statements, carrying out certain specified 
          procedures, inquiries of certain officials of the Company 
          and the acquired company who have responsibility for 
          financial and accounting matters, and proving the arithmetic 
          accuracy of the application of the pro forma adjustments to 
          the historical amounts in the pro forma financial 
          statements, nothing came to their attention which caused 
          them to believe that the pro forma financial statements do 
          not comply in form in all material respects with the 
          applicable accounting requirements of Rule 11-02 of 
          Regulation S-X or that the pro forma adjustments have not 
          been properly applied to the historical amounts in the 
          compilation of such statements. 
 
          (e)  At the applicable Closing Time, counsel for the 
     Underwriters shall have been furnished with such documents and 
 
                                 -22- 


      opinions as they may require for the purpose of enabling them to 
     pass upon the issuance and sale of the Securities as herein 
     contemplated and related proceedings, or in order to evidence the 
     accuracy of any of the representations or warranties, or the 
     fulfillment of any of the conditions, herein contained; and all 
     proceedings taken by the Company in connection with the issuance 
     and sale of the Securities as herein contemplated shall be 
     satisfactory in form and substance to the Representatives and 
     counsel for the Underwriters. 
 
          (f)  If any of the Securities are to be listed on the New 
     York Stock Exchange, Inc. or any other national stock exchange, 
     such Securities shall have been duly listed, subject to notice of 
     issuance, on such stock exchange. 
 
          If any condition specified in this Section shall not have 
     been fulfilled when and as required to be fulfilled, this 
     Agreement may be terminated by the Representatives by notice to 
     the Company at any time at or prior to the applicable Closing 
     Date, and such termination shall be without liability of any 
     party to any other party except as provided in Section 5. 
 
     SECTION 7.     Indemnification.   
 
          (a)  The Company agrees to indemnify and hold harmless each 
     Underwriter and each person, if any, who controls any Underwriter 
     within the meaning of Section 15 of the Act as follows: 
 
               (1)  against any and all loss, liability, claim, damage 
          and expense whatsoever, as incurred, arising out of any 
          untrue statement or alleged untrue statement of a material 
          fact contained in the Registration Statement (or any 
          amendment thereto), including all documents incorporated by 
          reference therein, or the omission or alleged omission 
          therefrom of a material fact required to be stated therein 
          or necessary to make the statements therein not misleading 
          or arising out of any untrue statement or alleged untrue 
          statement of a material fact contained in the Basic 
          Prospectus, any Preliminary Final Prospectus or the Final 
          Prospectus (or any amendment or supplement thereto) or the 
          omission or alleged omission therefrom of a material fact 
          necessary in order to make the statements therein, in the 
          light of the circumstances under which they were made, not 
          misleading; 
 
               (2)  against any and all loss, liability, claim, damage 
          and expense whatsoever, as incurred, to the extent of the 
          aggregate amount paid in settlement of any litigation, or 
          any investigation or proceeding by any governmental agency 
          or body, commenced or threatened, or of any claim whatsoever 
          based upon any such untrue statement or omission, or any 
          such alleged untrue statement or omission, if such 
 
                                 -23- 


           settlement is effected with the written consent of the 
          Company; and 
 
               (3)  against any and all expense whatsoever, as 
          incurred (including, subject to Section 7(c) hereof, the 
          fees and disbursements of counsel chosen by you) reasonably 
          incurred in investigating, preparing or defending against 
          any litigation, or any investigation or proceeding by any 
          governmental agency or body, commenced or threatened, or any 
          claim whatsoever based upon any such untrue statement or 
          omission, or any such alleged untrue statement or omission, 
          to the extent that any such expense is not paid under (1) or 
          (2) above; 
 
provided, however, that this indemnity shall not apply to any loss, 
claim, damage or expense to the extent arising out of any untrue 
statement or omission or alleged untrue statement or omission made in 
reliance upon and in conformity with written information furnished to 
the Company by any Underwriter through you expressly for use in the 
Registration Statement (or any amendment thereto) or the Basic 
Prospectus, any Preliminary Final Prospectus or the Final Prospectus 
(or any amendment or supplement thereto). 
 
          (b)  Each Underwriter severally agrees to indemnify and hold 
     harmless the Company, its directors, each of its officers who 
     signed the Registration Statement, and each person, if any, who 
     controls the Company within the meaning of Section 15 of the Act 
     against any and all loss, liability, claim, damage and expense 
     described in the indemnity contained in subsection (a) of this 
     Section, as incurred, but only with respect to untrue statements 
     or omissions, or alleged untrue statements or omissions, made in 
     the Registration Statement (or any amendment thereto) or the 
     Basic Prospectus, any Preliminary Final Prospectus or the Final 
     Prospectus (or any amendment or supplement thereto) in reliance 
     upon and in conformity with written information furnished to the 
     Company by such Underwriter through the Representatives expressly 
     for use in the Registration Statement (or any amendment thereto) 
     the Basic Prospectus, Preliminary Final Prospectus or the Final 
     Prospectus (or any amendment or supplement thereto). 
 
          (c)  Each indemnified party shall give notice as promptly as 
     reasonably practicable to each indemnifying party of any action 
     commenced against it in respect of which indemnity may be sought 
     hereunder, but failure to so notify an indemnifying party shall 
     not relieve such indemnifying party from any liability which it 
     may have otherwise than on account of this indemnity agreement.  
     An indemnifying party may participate at its own expense in the 
     defense of such action.  In no event shall the indemnifying 
     parties be liable for the fees and expenses of more than one 
     counsel (in addition to any local counsel) separate from their 
     own counsel for all indemnified parties in connection with any 
     one action or separate but similar or related actions in the same 
 
                                 -24- 


      jurisdiction arising out of the same general allegations or 
     circumstances. 
 
     SECTION 8.     Contribution.  In order to provide for just and 
equitable contribution in circumstances in which the indemnity 
agreement provided for in Section 7 is for any reason held to be 
unenforceable by the indemnified parties although applicable in 
accordance with its terms, the Company and the Underwriters shall 
contribute to the aggregate losses, liabilities, claims, damages and 
expenses of the nature contemplated by said indemnity agreement 
incurred by the Company and one or more of the Underwriters, as 
incurred, in such proportions that the Underwriters are responsible 
for that portion represented by the percentage that the underwriting 
discount appearing on the cover page of the Final Prospectus bears to 
the initial public offering price of the Securities appearing thereon 
and the Company is responsible for the balance; provided, however, 
that no person guilty of fraudulent misrepresentation (within the 
meaning of Section 11(f) of the Act) shall be entitled to contribution 
from any person who was not guilty of such fraudulent 
misrepresentation.  For purposes of this Section, each person, if any, 
who controls an Underwriter within the meaning of Section 15 of the 
Act shall have the same rights to contribution as such Underwriter, 
and each director of the Company, each officer of the Company who 
signed the Registration Statement, and each person, if any, who 
controls the Company within the meaning of Section 15 of the Act shall 
have the same rights to contribution as the Company. 
 
     SECTION 9.     Representations, Warranties and Agreements to 
Survive Delivery.  All representations, warranties and agreements 
contained in this Agreement, or contained in certificates of officers 
of the Company submitted pursuant hereto, shall remain operative and 
in full force and effect, regardless of any termination of this 
Agreement, or any investigation made by or on behalf of any 
Underwriter or any controlling person, or by or on behalf of the 
Company, and shall survive delivery of any Securities to the 
Underwriters. 
 
     SECTION 10.    Termination.  The Representatives may terminate 
this Agreement, by notice to the Company, at any time at or prior to 
the applicable Closing Date (i) if there has been, since the date of 
this Agreement or since the respective dates as of which information 
is given in the Registration Statement, any material adverse change in 
the condition, financial or otherwise, or in the earnings, business 
affairs or business prospects of the Company and its subsidiaries 
considered as one enterprise, whether or not arising in the ordinary 
course of business, or (ii) if there has occurred any material adverse 
change in the financial markets in the United States or any outbreak 
or escalation of hostilities or other calamity or crisis, the effect 
of which is such as to make it, in the Representatives' sole judgment, 
impracticable to market the Securities or enforce contracts for the 
sale of the Securities, or (iii) if trading in the Common Stock has 
been suspended by the Commission, or if trading generally on either 
 
                                 -25- 


 the American Stock Exchange or the New York Stock Exchange has been 
suspended, or minimum or maximum prices for trading have been fixed, 
or maximum ranges for prices for securities have been required, by 
either of said exchanges or by order of the Commission or any other 
governmental authority, or if a banking moratorium has been declared 
by either Federal, New York or Illinois authorities.  In the event of 
any such termination, such termination shall be without liability of 
any party to any other party except as provided in Section 5.  
Notwithstanding any such termination, the provisions of Sections 7 and 
8 shall remain in effect. 
 
     SECTION 11.    Default.  If one or more of the Underwriters shall 
fail at the applicable Closing Date to purchase the Securities which 
it or they are obligated to purchase under this Agreement (the 
"Defaulted Securities"), then the Representatives shall have the 
right, within 24 hours thereafter, to make arrangements for one or 
more of the non-defaulting Underwriters, or any other underwriters, to 
purchase all, but not less than all, of the Defaulted Securities in 
such amounts as may be agreed upon and upon the terms herein set 
forth; if, however, the Representatives shall not have completed such 
arrangements within such 24-hour period, then: 
 
          (a)  if the aggregate principal amount of Defaulted 
     Securities does not exceed 10% of the aggregate principal amount 
     of the Securities to be purchased pursuant to this Agreement, the 
     non-defaulting Underwriters shall be obligated to purchase the 
     full amount thereof in the proportions that their respective 
     underwriting obligations under this Agreement bear to the 
     underwriting obligations of all such non-defaulting Underwriters, 
     or 
 
          (b)  if the aggregate principal amount of Defaulted 
     Securities exceeds 10% of the aggregate principal amount of the 
     Securities to be purchased pursuant to this Agreement, this 
     Agreement shall terminate without liability on the part of any 
     non-defaulting Underwriter. 
 
     No action taken pursuant to this Section shall relieve any 
defaulting Underwriter from liability in respect of any default of 
such Underwriter under the applicable Terms Agreement or this 
Agreement. 
 
     In the event of any such default which does not result in a 
termination of this Agreement, either the Representatives or the 
Company shall have the right to postpone the applicable Closing Date 
for a period not exceeding seven days in order to effect any required 
changes in the Registration Statement or Final Prospectus, or in any 
other documents or arrangements. 
 
     SECTION 12.    Notices.  All notices and other communications 
hereunder shall be in writing and shall be deemed to have been duly 
given if mailed or transmitted by any standard form of 
 
                                 -26- 


 telecommunication.  Notices to the Underwriters shall be directed to 
___________________________________________________, Attention:  
____________________.  Notices to the Company shall be directed to it 
______________________________________________   
______________________________ Attention: ______________________   
______________________________ __________________________________  
with a copy to Schiff Hardin & Waite, 7200 Sears Tower, Chicago, 
Illinois 60606, Attention:  Linda J. Wight, Esq. 
 
     SECTION 13.    Parties.  This Agreement shall inure to the 
benefit of and be binding upon the Underwriters and the Company and 
their respective successors.  Nothing expressed or mentioned in this 
Agreement is intended or shall be construed to give any person, firm 
or corporation, other than the parties hereto and their respective 
successors and the controlling persons and officers and directors 
referred to in Sections 7 and 8 and their heirs and legal 
representatives, any legal or equitable right, remedy or claim under 
or in respect of this Agreement or any provision herein contained.  
This Agreement and all conditions and provisions hereof are intended 
to be for the sole and exclusive benefit of the parties and their 
respective successors and said controlling persons and officers and 
directors and their heirs and legal representatives, and for the 
benefit of no other person, firm or corporation.  No purchaser of 
Securities from any Underwriter shall be deemed to be a successor by 
reason merely of such purchase. 
 
     SECTION 14.    Governing Law and Time.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
New York applicable to agreements made and to be performed in said 
State.  Except as otherwise set forth herein, specified times of day 
refer to New York City time. 
 
     If the foregoing is in accordance with your understanding of our 
agreement, please sign and return to us the enclosed duplicate hereof, 
whereupon this letter and your acceptance shall represent a binding 
agreement among the Company and the several Underwriters. 
 
                              Very truly yours, 
 
                              Newell Co. 
 
 
                         By:  Name:_________________________ 
                              Title:________________________ 
 
The foregoing Agreement is hereby  
confirmed and accepted as of the  
date specified in Schedule I hereto. 
 
[Name, address and signature block 
for Underwriters or Representatives.] 
 
 
                                 -27- 


 For themselves and the other several  
Underwriters, if any, named in 
Schedule II to the foregoing Agreement. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                 -28- 


                               SCHEDULE I 
 
 
                            Debt Securities 
 
 
Underwriting Agreement dated 
 
 
 
Trustee: 
 
Title, Purchase Price and Description of Debt Securities: 
 
     Title: 
 
     Principal amount: 
 
     Interest rate: 
 
     Interest payable: 
     Commencing: 
 
     Date of maturity: 
 
     Public offering price: 
 
     Purchase price: 
 
     Form of payment: 
 
     Form of Securities: 
 
     Redemption provisions: 
 
     Sinking fund requirements: 
 
     Lockup provisions: 
 
     Convertibility into other Securities: 
 
     Other provisions: 
 
Other Provisions of or Amendments to Underwriting Agreement: 
 
Purchased Securities Closing Date, Time and Location: 
 
Modification of items to be covered by the letter from Arthur Andersen 
 
LLP delivered pursuant to Section 6(d) at the Closing Date: 
 
 
 
                                  I-1 


                             PREFERRED STOCK 
 
 
 
 
 
Underwriting Agreement dated 
 
 
Designation, Purchase Price and Description of Preferred Stock: 
 
Designation: 
 
Liquidation preference per share: 
 
Number of shares: 
 
Purchase price per share (include accrued 
  dividends, if any): 
 
Other provisions: 
 
 
Over-allotment option: 
 
 
Other Provisions of or Amendments to Underwriting Agreement: 
 
 
Deposit Agreement:  Terms and Conditions 
 
 
Purchased Securities Closing Date, Time and Location: 
 
 
Convertibility into Common Stock or other securities: 
 
 
 
Modification of items to be covered by the letter from Arthur Andersen 
LLP delivered pursuant to Section 6(d) at the Closing Date: 
 
 
 
 
 
 
 
 
 
 
 
 
                                  I-2 


                              COMMON STOCK 
 
Underwriting Agreement dated 
 
 
Number of shares: 
 
Purchase price per share: 
 
Over-allotment option: 
 
Other Provisions of or Amendments to Underwriting Agreement: 
 
Purchased Securities Closing Date, Time and Location: 
 
 
 
Modification of items to be covered by the letter from Arthur Andersen 
 
LLP delivered pursuant to Section 6(d) at the Closing Date: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                  I-3 


                               SCHEDULE II 
 
 
 
                            Debt Securities 
 
 
 
Firm Name                                         $Amount<*> 
 
- -------------                                     ------------------- 
 
 
 
                                        Total     ______________ 
 
 
 
 
 
                                                  $_____________ 
 
 
 
                         ALL OTHER SECURITIES 
 
 
 
Firm Name                                         Participation* 
 
- -----------                                       ------------------- 
 
 
 
                                        Total     ______________ 
 
 
 
                                                 $______________ 
 
                  
 
<*>  If Option Securities are offered, should include the minimum and 
     maximum principal amount or number of shares of Securities, as 
     the case may be. 
 
                                 II-1 

EX-4

                                                          EXHIBIT 4.2
                                BY-LAWS

                                  OF

                              NEWELL CO.

                       (a Delaware corporation)
                     (as amended November 9, 1995)


                               ARTICLE I

                                OFFICES
                               --------


     1.1  Registered Office.  The registered office of the Corporation
in the State of Delaware shall be located in the City of Dover and
County of Kent.  The Corporation may have such other offices, either
within or without the State of Delaware, as the Board of Directors may
designate or the business of the Corporation may require from time to
time.

     1.2  Principal Office in Illinois.  The principal office of the
Corporation in the State of Illinois shall be located in the City of
Freeport and County of Stephenson.


                              ARTICLE II

                             STOCKHOLDERS
                             ------------

     2.1  Annual Meeting.  The annual meeting of stockholders shall be
held each year at such time and date as the Board of Directors may
designate prior to the giving of notice of such meeting, but if no
such designation is made, then the annual meeting of stockholders
shall be held on the second Wednesday in May of each year for the
election of directors and for the transaction of such other business
as may come before the meeting.  If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the
next succeeding business day.

     2.2  Special Meetings.  Special meetings of the stockholders, for
any purpose or purposes, may be called by the Chairman, by the Board
of Directors or by the President.

     2.3  Place of Meeting.  The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by 


the Board of Directors.  If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation in the State of Illinois.

     2.4  Notice of Meeting.  Written notice stating the place, date
and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given
not less than ten nor more than sixty days before the date of the
meeting, or in the case of a merger or consolidation of the
Corporation requiring stockholder approval or a sale, lease or
exchange of substantially all of the Corporation's property and
assets, not less than twenty nor more than sixty days before the date
of meeting, to each stockholder of record entitled to vote at such
meeting.  If mailed, notice shall be deemed given when deposited in
the United States mail, postage prepaid, directed to the stockholder
at his address as it appears on the records of the Corporation.  When
a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than thirty days, or unless, after
adjournment, a new record date is fixed for the adjourned meeting, in
either of which cases notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

     2.5  Fixing of Record Date.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent (to the
extent permitted, if permitted) to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.  If no record date is fixed, the
record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be the close of business on
the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day
on which the meeting is held, and the record date for determining
stockholders for any other purpose shall be the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new
record date for the adjourned meeting.

     2.6  Voting Lists.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of

                                 - 2 - 


shares registered in his name, which list, for a period of ten days
prior to such meeting, shall be kept on file either at a place within
the city where the meeting is to be held and which place shall be
specified in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held, and shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, at any time during ordinary business hours.  Such lists shall
also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.  The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list of
stockholders entitled to vote, or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

     2.7  Quorum.  The holders of shares of stock of the Corporation
entitled to cast a majority of the total votes that all of the
outstanding shares of stock of the Corporation would be entitled to
cast at the meeting, represented in person or by proxy, shall
constitute a quorum at any meeting of stockholders; provided, that if
less than a majority of the outstanding shares of capital stock are
represented at said meeting, a majority of the shares of capital stock
so represented may adjourn the meeting.  If a quorum is present, the
affirmative vote of a majority of the votes entitled to be cast by the
holders of shares of capital stock represented at the meeting shall be
the act of the stockholders, unless a different number of votes is
required by the General Corporation Law, the Certificate of
Incorporation or these By-Laws.  At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might
have been transacted at the original meeting.  Withdrawal of
stockholders from any meeting shall not cause failure of a duly
constituted quorum at that meeting.

     2.8  Proxies.  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to
act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a
longer period.

     2.9  Voting of Stock.  Each stockholder shall be entitled to such
vote as shall be provided in the Certificate of Incorporation, or,
absent provision therein fixing or denying voting rights, shall be
entitled to one vote per share with respect to each matter submitted
to a vote of stockholders.

     2.10 Voting of Stock by Certain Holders.  Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. 
Persons whose stock is pledged shall be entitled to vote, unless in
the transfer by the pledgor on the books of the Corporation he has
expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his proxy may represent such stock and vote thereon. 
Stock standing in the name of another corporation, domestic or

                                 - 3 - 


foreign, may be voted by such officer, agent or proxy as the charter
or by-laws of such corporation may prescribe or, in the absence of
such provision, as the board of directors of such corporation may
determine.  Shares of its own capital stock belonging to the
Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other
corporation is held by the Corporation, shall neither be entitled to
vote nor counted for quorum purposes, but shares of its capital stock
held by the Corporation in a fiduciary capacity may be voted by it and
counted for quorum purposes.

     2.11 Voting by Ballot.  Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot.


                              ARTICLE III

                               DIRECTORS
                               ---------

     3.1  General Powers.  The business of the Corporation shall be
managed by its Board of Directors.

     3.2  Number, Tenure and Qualification.  The number of directors
of the Corporation shall be eleven, and the term of office of each
director shall be as set forth in the Certificate of Incorporation of
the Corporation.  Any director may resign at any time upon written
notice to the Corporation.  Directors need not be stockholders of the
Corporation.

     3.3  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this By-Law,
immediately after, and at the same place as, the annual meeting of
stockholders.  The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Delaware, for
the holding of additional regular meetings without other notice than
such resolution.

     3.4  Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the Vice Chairman and
Chief Executive Officer or any two directors.  The person or persons
authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Delaware, as the
place for holding any special meeting of the Board of Directors called
by them.

     3.5  Notice.  Notice of any special meeting of directors, unless
waived, shall be given, in accordance with Section 3.6 of the By-Laws,
in person, by mail, by telegram or cable, by telephone, or by any
other means that reasonably may be expected to provide similar notice. 
Notice by mail and, except in emergency situations as described below,

                                 - 4 - 


notice by any other means, shall be given at least two (2) days before
the meeting.  For purposes of dealing with an emergency situation, as
conclusively determined by the director(s) or officer(s) calling the
meeting, notice may be given in person, by telegram or cable, by
telephone, or by any other means that reasonably may be expected to
provide similar notice, not less than two hours prior to the meeting. 
If the secretary shall fail or refuse to give such notice, then the
notice may be given by the officer(s) or director(s) calling the
meeting.  Any meeting of the Board of Directors shall be a legal
meeting without any notice thereof having been given, if all the
directors shall be present at the meeting.  The attendance of a
director at any meeting shall constitute a waiver of notice of such
meeting, and no notice of a meeting shall be required to be given to
any director who shall attend such meeting.  Neither the business to
be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     3.6  Notice to Directors.  If notice to a director is given by
mail, such notice shall be deemed to have been given when deposited in
the United States mail, postage prepaid, addressed to the director at
his address as it appears on the records of the Corporation.  If
notice to a director is given by telegram, cable or other means that
provide written notice, such notice shall be deemed to have been given
when delivered to any authorized transmission company, with charges
prepaid, addressed to the director at his address as it appears on the
records of the Corporation.  If notice to a director is given by
telephone, wireless, or other means of voice transmission, such notice
shall be deemed to have been given when such notice has been
transmitted by telephone, wireless or such other means to such number
or call designation as may appear on the records of the Corporation
for such director.

     3.7  Quorum.  Except as otherwise required by the General Corpo-
ration Law or by the Certificate of Incorporation, a majority of the
number of directors fixed by these By-Laws shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors, provided that, if less than a majority of such number of
directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice.  Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee thereof.

     3.8  Manner of Acting.  The vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     3.9  Action Without a Meeting.  Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all the members
of the Board or committee, as the case may be, consent thereto in

                                 - 5 - 


writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

     3.10 Vacancies.  Vacancies on the Board of Directors, newly
created directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors
resulting from death, disability, resignation, retirement,
disqualification, removal from office or other cause shall be filled
in accordance with the provisions of the Certificate of Incorporation.

     3.11 Compensation.  The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of
any personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
Corporation as directors, officers, or otherwise.  The directors may
be paid their expenses, if any, of attendance at each meeting of the
Board and at each meeting of any committee of the Board of which they
are members in such manner as the Board of Directors may from time to
time determine.

     3.12 Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors or at a meeting of any
committee of the Board at which action on any corporate matter is
taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Corporation within 24 hours after the
adjournment of the meeting.  Such right to dissent shall not apply to
a director who voted in favor of such action.

     3.13 Committees.  By resolution passed by a majority of the whole
Board, the Board of Directors may designate one or more committees,
each such committee to consist of two or more directors of the
Corporation.  The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member of any meeting of the committee.  Any such
committee, to the extent provided in the resolution or in these
By-Laws, shall have any may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.  In the absence or
disqualification of any member of such committee or committees, the
member or members thereof present at the meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of such absent or disqualified member.





                                 - 6 - 


                              ARTICLE IV

                               OFFICERS
                              ----------

     4.1  Number.  The officers of the Corporation shall be a Chairman
of the Board, a Vice Chairman and Chief Executive Officer, a President
and Chief Operating Officer, one or more Group Presidents (the number
thereof to be determined by the Board of Directors), one or more vice
presidents (the number thereof to be determined by the Board of
Directors), Treasurer, a Secretary and such Assistant Treasurers,
Assistant Secretaries or other officers as may be elected by the Board
of Directors.

     4.2  Election and Term of Office.  The officers of the
Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting
of stockholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be.  New offices may be created and filled at any
meeting of the Board of Directors.  Each officer shall hold office
until his successor is elected and has qualified or until his earlier
resignation or removal.  Any officer may resign at any time upon
written notice to the Corporation.  Election of an officer shall not
of itself create contract rights, except as may otherwise be provided
by the General Corporation Law, the Certificate of Incorporation of
these By-Laws.

     4.3  Removal.  Any officer elected by the Board of Directors may
be removed by the Board of Directors whenever in its judgement the
best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed.

     4.4  Vacancies.  A vacancy in any office occurring because of
death, resignation, removal or otherwise, may be filled by the Board
of Directors.

     4.5  The Chairman.  The Chairman shall preside at all meetings of
the Board of Directors.  In general, he shall perform all duties
incident to the office of Chairman and such other duties as may be
prescribed by the Board of Directors from time to time.

     4.6  The Vice Chairman and Chief Executive Officer.  The Vice
Chairman and Chief Executive Officer shall be the principal executive
officer of the Corporation.  Subject only to the Board of Directors,
he shall be in charge of the business of the Corporation; he shall see
that the resolutions and directions of the Board of Directors are
carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by the
Board of Directors; and, in general, he shall discharge all duties
incident to the office of the chief executive officer of the

                                 - 7 - 


Corporation and such other duties as may be prescribed by the Board of
Directors from time to time.  In the absence of the Chairman of the
Board, the Vice Chairman and Chief Executive Officer shall preside at
all meetings of the Board of Directors.  The Vice Chairman and Chief
Executive Officer shall have authority to vote or to refrain from
voting any and all shares of capital stock of any other corporation
standing in the name of the Corporation, by the execution of a written
proxy, the execution of a written ballot, the execution of a written
consent or otherwise, and, in respect to any meeting of the
stockholders of such other corporation, and, on behalf of the
Corporation, may waive any notice of the calling of any such meeting. 
The Vice Chairman and Chief Executive Officer shall perform such other
duties as may be prescribed by the Board of Directors from time to
time.

The Vice Chairman and Chief Executive Officer, or, in his absence, the
President and Chief Operating Officer, the Vice President-Finance, the
Vice President-Controller, the Treasurer or such other person as the
Board of Directors or one of the preceding named officers shall
designate, shall call any meeting of the stockholders of the
Corporation to order and shall act as chairman of such meeting.  In
the event that no one of the Vice Chairman and Chief Executive
Officer, the President and Chief Operating Officer, the Vice
President-Finance, the Vice President-Controller, the Treasurer or a
person designated by the Board of Directors or by one of the preceding
named officers, is present, the meeting shall not be called to order
until such time as there shall be present the Vice Chairman and Chief
Executive Officer, the President and Chief Operating Officer, the Vice
President-Finance, the Vice President-Controller, the Treasurer or a
person designated by the Board of Directors or by one of the preceding
named officers.  The chairman of any meeting of the stockholders of
this Corporation shall have plenary power to set the agenda, determine
the procedure and rules of order, and make definitive rulings at
meetings of the stockholders.  The Secretary or an Assistant Secretary
of the Corporation shall act as secretary at all meetings of the
stockholders, but in the absence of the Secretary or an Assistant
Secretary, the chairman of the meeting may appoint any person to act
as secretary of the meeting.

     4.7  The President and Chief Operating Officer.  The President
and Chief Operating Officer shall be the principal operating officer
of the Corporation and, subject only to the Board of Directors and to
the Vice Chairman and Chief Executive Officer, he shall have general
authority over and general management and control of the property,
business and affairs of the Corporation.  In general, he shall
discharge all duties incident to the office of the principal operating
officer of the Corporation and such other duties as may be prescribed
by the Board of Directors and the Vice Chairman and Chief Executive
Officer from time to time.  In the absence of the Vice Chairman and
Chief Executive Officer or in the event of his disability, or
inability to act, or to continue to act, the President and Chief
Operating Officer shall perform the duties of the Vice Chairman and

                                 - 8 - 


Chief Executive Officer, and when so acting, shall have all of the
powers of and be subject to all of the restrictions upon the office of
Vice Chairman and Chief Executive Officer.  Except in those instances
in which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of execution
is expressly prescribed by the Board of Directors or these By-Laws, he
may execute for the Corporation certificates for its shares (the issue
of which shall have been authorized by the Board of Directors), and
any contracts, deeds, mortgages, bonds, or other instruments that the
Board of Directors has authorized, and he may (without previous
authorization by the Board of Directors) execute such contracts and
other instruments as the conduct of the Corporation's business in its
ordinary course requires, and he may accomplish such execution in each
case either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of
Directors, according to the requirements of the form of the
instrument.  The President and Chief Operating Officer shall have
authority to vote or to refrain from voting any and all shares of
capital stock of any other corporation standing in the name of the
Corporation, by the execution of a written proxy, the execution of a
written ballot, the execution of a written consent or otherwise, and,
in respect of any meeting of stockholders of such other corporation,
and, on behalf of the Corporation, may waive any notice of the calling
of any such meeting.

     4.8  The Group Presidents.  Each of the Group Presidents shall
have general authority over and general management and control of the
property, business and affairs of certain businesses of the
Corporation.  Each of the Group Presidents shall report to the
President and Chief Operating Officer or such other officer as may be
determined by the Board of Directors or the President and Chief
Operating Officer and shall have such other duties and
responsibilities as may be assigned to him by the President and Chief
Operating Officer and the Board of Directors from time to time.

     4.9  The Vice Presidents.  Each of the Vice Presidents shall
report to the President and Chief Operating Officer or such other
officer as may be determined by the Board of Directors or the
President and Chief Operating officer.  Each Vice President shall have
such duties and responsibilities as from time to time may be assigned
to him by the President and Chief Operating Officer and the Board of
Directors.

     4.10 The Treasurer.  The Treasurer shall:  (i) have charge and
custody of and be responsible for all funds and securities of the
Corporation; receive and give receipts for monies due and payable to
the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies
or other depositories as shall be selected in accordance with the
provisions of Article V of these By-Laws; (ii) in general, perform all
the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the President and Chief

                                 - 9 - 


Operating Officer or the Board of Directors.  In the absence of the
Treasurer, or in the event of his incapacity or refusal to act, or at
the direction of the Treasurer, any Assistant Treasurer may perform
the duties of the Treasurer.

     4.11 The Secretary.  The Secretary shall:  (i) record all of the
proceedings of the meetings of the stockholders and Board of Directors
in one or more books kept for the purpose; (ii) see that all notices
are duly given in accordance with the provisions of these By-Laws or
as required by law; (iii) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation
is affixed to all certificates for shares of capital stock prior to
the issue thereof and to all documents, the execution of which on
behalf of the Corporation under its seal is duly authorized in
accordance with he provisions of these By-Laws; (iv) keep a register
of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (v) have general
charge of the stock transfer books of the Corporation and (vi) in
general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the
President and Chief Operating Officer or the Board of Directors.  In
the absence of the Secretary, or in the event of his incapacity or
refusal to act, or at the direction of the Secretary, any Assistant
Secretary may perform the duties of Secretary.


                               ARTICLE V

                 CONTRACTS, LOANS, CHECKS AND DEPOSITS
                 -------------------------------------

     5.1  Contracts.  Except as otherwise determined by the Board of
Directors or provided in these By-Laws, all deeds and mortgages made
by the Corporation and all other written contracts and agreements to
which the Corporation shall be a party shall be executed in its name
by the Vice Chairman and Chief Executive Officer or the President and
Chief Operating Officer or any Vice President so authorized by the
Board of Directors.

     5.2  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. 
Such authority may be general or confined to specific instances.

     5.3  Checks, Drafts, Etc.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of
Directors.



                                - 10 - 


     5.4  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as
the Board of Directors may select.


                              ARTICLE VI

                      CERTIFICATES FOR SHARES OF
                   CAPITAL STOCK AND THEIR TRANSFER
                   --------------------------------

     6.1  Certificates for Shares of Capital Stock.  Certificates
representing shares of capital stock of the Corporation shall be in
such form as may be determined by the Board of Directors.  Such
certificates shall be signed by the Vice Chairman and Chief Executive
Officer or the President and Chief Operating Officer or any Vice
President and by the Treasurer or the Secretary or an Assistant
Secretary.  If any such certificate is countersigned by a transfer
agent other than the Corporation or its employee, or by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.  All
certificates for share of capital stock shall be consecutively
numbered or otherwise identified.  The name of the person to whom the
shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered
and cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered
and cancelled, except that in case of a lost, destroyed or mutilated
certificate, a new certificate may be issued therefor upon such terms
and indemnity to the Corporation as the Board of Directors may
prescribe.

     6.2  Transfer Agents And Registers.  The Board of Directors may
appoint one or more transfer agents or assistant transfer agents and
one or more registrars of transfers, and may require all certificates
for shares of capital stock of the Corporation to bear the signature
of a transfer agent and a registrar of transfers.  The Board of
Directors may at any time terminate the appointment of any transfer
agent or any assistant transfer agent or any registrar of transfers.





                                - 11 - 


                              ARTICLE VII

                     LIABILITY AND INDEMNIFICATION
                     -----------------------------

     7.1  Limited Liability of Directors.

     (a)  No person who was or is a director of this Corporation shall
be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability (i) for breach of the duty of loyalty to the Corporation
or its stockholders; (ii) for acts of omissions not in good faith or
that involve intentional misconduct or know violation of law; (iii)
under Section 174 of the General Corporation Law; or (iv) for any
transaction from which the director derived any improper personal
benefit.  If the General Corporation Law is amended after the
effective date of the By-Law to further eliminate or limit, or to the
effective date of this By-Law to further eliminate or limit, or to
authorize further elimination or limitation of, the personal liability
of a director to this Corporation or its stockholders shall be
eliminated or limited to the full extent permitted by the General
Corporation Law, as so amended.  For Purposes of this By-Law,
"fiduciary duty as a director" shall include any fiduciary duty
arising out of serving at the request of this Corporation as a
director of another corporation, partnership, joint venture, trust or
other enterprise, and any liability to such other corporation,
partnership, joint venture, trust or other enterprise, and any
liability to this Corporation in its capacity as a security holder,
joint venturer, partner, beneficiary, creditor, or investor of or in
any such other corporation, partnership, joint venture, trust or other
enterprise.

     (b)  Any repeal or modification of the foregoing paragraph by the
stockholders of this Corporation shall not adversely affect the
elimination or limitation of the personal liability of a director for
any act or omission occurring prior to the effective date of such
repeal or modification.  This provision shall not eliminate or limit
the liability of a director for any act or omission occurring prior to
the effective date of this By-Law.

     7.2  Litigation Brought by Third Parties.  The Corporation shall
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was or has agreed to become a director or
officer of the Corporation; or is or was serving or has agreed to
serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and other expenses
(including attorneys' fees) ("Expenses"), judgements, fines and

                                - 12 - 


amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding and any appeal thereof
if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.  The termination of any action,
suit or proceeding by judgement, order, settlement, conviction, or
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.  For purposes of this By-Law, "serving or has agreed to
serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise" shall include any service by a director or officer of the
Corporation as a director, officer, employee, agent or fiduciary of
such other corporation, partnership, joint venture trust or other
enterprise, or with respect to any employee benefit plan (or its
participants or beneficiaries) of the Corporation or any such other
enterprise.

     7.3  Litigation By or in the Right of the Corporation.  The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was or has
agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity against Expenses
actually and reasonably incurred by him in connection with the
investigation, defense or settlement of such action or suit and any
appeal thereof if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such Expenses as the Court of Chancery of
Delaware or such other court shall deem proper.

     7.4  Successful Defense.  To the extent that any person referred
to in section 7.2 or 7.3 of these By-Laws has been successful on the
merits or otherwise, including, without limitation, the dismissal of
an action without prejudice, in defense of any action, suit or
proceeding referred to therein or in defense of any claim, issue or


                                - 13 - 


matter therein, he shall be indemnified against Expenses actually and
reasonably incurred by him in connection therewith.

     7.5  Determination of Conduct.  Any indemnification under section
7.2 or 7.3 of these By-Laws (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard
of conduct set forth in section 7.2 or 7.3.  Such determination shall
be made (i) by the Board of Directors by a majority vote of a quorum
(as defined in these By-laws) consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.

     7.6  Advance Payment.  Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding
and any appeal upon receipt by the Corporation of an undertaking by or
on behalf of the director or officer to repay such amount if it shall
ultimately be determined that the is not entitled to be indemnified by
the Corporation.

     7.7  Determination of Entitlement to Indemnification.  The
determination of the entitlement of any person to indemnification
under section 7.2, 7.3 or 7.4 or to advancement of Expenses under
section 7.6 of these By-Laws shall be made promptly, and in any event
within 60 days after the Corporation has received a written request
for payment from or on behalf of a director or officer and payment of
amounts due under such sections shall be made immediately after such
determination.  If no disposition of such request is made within said
60 days or if payment has not been made within 10 days thereafter, or
if such request is rejected, the right to indemnification or
advancement of Expenses provided by this By-Law shall be enforceable
by or on behalf of the director or officer in any court of competent
jurisdiction.  In addition to the other amounts due under this By-Law,
Expenses incurred by or on behalf of a director or officer in
successfully establishing his right to indemnification or advancement
of Expenses, in whole or in part, in any such action (or settlement
thereof) shall be paid by the Corporation.

     7.8  By-Laws Not Exclusive:  Change in Law.  The indemnification
and advancement of Expenses provided by these By-Laws shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of Expenses may be entitled under any
law (common or statutory), the Certificate of Incorporation,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, or while employed by or
acting as a director or officer of the Corporation or as a director or
officer of another corporation, partnership, joint venture, trust or

                                - 14 - 


other enterprise, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.  Notwithstanding the
provisions of these By-Laws, the Corporation shall indemnify or make
advancement of Expenses to any person referred to in section 7.2 or
7.3 of this By-Law to the full extent permitted under the laws of
Delaware and any other applicable laws, as they now exist or as they
may be amended in the future.

     7.9  Contract Rights.  All rights to indemnification and
advancement of Expenses provided by these By-Laws shall be deemed to
be a contract between the Corporation and each director or officer of
the Corporation who serves, served or has agreed to serve in such
capacity, or at the request of the Corporation as director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, at any time while these By-Laws and the relevant
provisions of the General Corporation Law or other applicable law, if
any, are in effect.  Any repeal or modification of these By-Laws, or
any repeal or modification of relevant provisions of the Delaware
General Corporation Law or any other applicable law, shall not in any
way diminish any rights to indemnification of or advancement of
Expenses to such director or officer or the obligations of the
Corporation.

     7.10 Insurance.  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was or has to
become a director or officer of the Corporation, or is or was serving
or has agreed to serve at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these By-Laws.

     7.11 Indemnification of Employees or Agents.  The Board of
DirectorS may, by resolution, extend the provisions of these By-Laws
pertaining to indemnification and advancement of Expenses to any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was or has agreed to become an
employee, agent or fiduciary of the Corporation or is or was serving
or has agreed to serve at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another
Corporation, partnership, joint venture, trust or other enterprise or
with respect to any employee benefit plan (or its participants or
beneficiaries) of the Corporation or any such other enterprise.







                                - 15 - 


                             ARTICLE VIII

                              FISCAL YEAR
                             ------------

     8.1  The fiscal year of the Corporation shall end on the thirty-
first day of December in each year.


                              ARTICLE IX

                               DIVIDENDS
                              ----------

     9.1  The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares of
capital stock in the manner and upon the terms and conditions provided
by law and its Certificate of Incorporation.


                               ARTICLE X

                                 SEAL
                               ---------

     10.1 The Board of Directors shall provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware."


                              ARTICLE XI

                           WAIVER OF NOTICE
                           ----------------

     11.1 Whenever any notice whatever is required to be given under
any provision of these By-Laws or of the Certificate of Incorporation
or of the General Corporation Law, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person
at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.






                                - 16 - 


                              ARTICLE XII

                              AMENDMENTS
                             ------------

     12.1 These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted at any meeting of the Board of Directors of the
Corporation by a majority of the whole Board of Directors.


































                                 -17-

EX-5

SCHIFF HARDIN & WAITE                                        EXHIBIT 5
- ---------------------
7300 Sears Tower
Chicago, Illinois 60606

Linda Jeffries Wight
312-258-5619


                                        January 19, 1996


Newell Co.
29 East Stephenson Street
Freeport, IL  61032-0943

     Re:  Newell Co. Registration Statement on Form S-3
          ---------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Newell Co., a Delaware corporation
(the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act").  The Registration Statement relates to
the registration under the Act of up to $500,000,000 of (i) the
Company's unsecured, senior and subordinated debt securities,
consisting of debentures, notes or other evidences of indebtedness in
one or more series ("Debt Securities"); (ii) preferred stock of the
Company in one or more series ("Preferred Stock"); and (iii) common
stock, par value $1.00 per share ("Common Stock"), of the Company and
related rights to purchase Junior Participating Preferred Stock,
Series B of the Company.  The Debt Securities, Preferred Stock and
Common Stock are collectively referred to as the "Securities."

     The senior Debt Securities are to be issued under an indenture,
dated as of November 1, 1995, between the Company and The Chase
Manhattan Bank, National Association, as trustee.  The subordinated
Debt Securities are to be issued under an indenture, dated November 1,
1995 between the Company and The Chase Manhattan Bank, National
Association, as trustee.  (Each such indenture is referred to as an
"Indenture" and, together, as the "Indentures.")  The Securities may
be offered and sold pursuant to one or more underwriting or
distribution agreements (each, together with any related schedule of
terms, an "Underwriting Agreement") between the Company and the
underwriters named therein, or as otherwise provided pursuant to the
Registration Statement.  

     In this regard, we have reviewed the Registration Statement and
the exhibits thereto and have examined such other documents and made



such investigation as we have deemed necessary in order to enable us
to render the opinions set forth below.  In rendering such opinions,
we have assumed that (i) the Registration Statement will have become
effective under the Act and the Indentures will have been qualified
under the Trust Indenture Act of 1939, as amended, (ii) a Prospectus
Supplement (a "Prospectus Supplement") relating to the Securities to
be offered and sold as contemplated by the Registration Statement will
be prepared, delivered and filed as contemplated by the Act, (iii)
each of the Indentures will represent the valid and binding obligation
of the respective trustee, (iv) each Underwriting Agreement, as
applicable, will be executed and delivered in substantially the
respective form filed as an exhibit to the Registration Statement, and
(v) each Underwriting Agreement will be authorized, executed and
delivered by or on behalf of the underwriters named therein and will
represent a valid and binding obligation of each such underwriter.

     Based on the foregoing, we are of the opinion that:

     1.   The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.

     2.   The Debt Securities will be valid and binding obligations of
the Company, enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws relating
to or affecting enforcement of creditors' rights generally or by
general equity principles and except that a claim in respect of any
Debt Securities denominated other than in U.S. dollars may be
converted into U.S. dollars at a rate of exchange prevailing at a date
determined by applicable law and enforcement thereof may be further
limited by governmental authority to limit, delay or prohibit the
making of payments in a foreign currency or currency unit or payment
outside the United States), at such time as:  (a) the board of
directors of the Company or a duly authorized committee thereof (the
"Board of Directors") shall have established by resolution, not
inconsistent with the applicable Indenture, a series in which such
Debt Securities are to be issued and the terms of such Debt
Securities, and such series and terms shall have been set forth, or
determined in the manner provided, in an officers' certificate or
established in a supplemental indenture in accordance with the
requirements of the Indenture; and (b) the issuance and sale of such
Debt Securities shall have been duly authorized by the Board of
Directors, and such Debt Securities shall have been duly executed,
authenticated, issued, registered (if applicable) and delivered
pursuant to the provisions of the applicable Indenture and, if
applicable, in accordance with a duly authorized, completed and
executed Underwriting Agreement, as contemplated in the Registration
Statement and the related Prospectus Supplement, against payment of
the agreed consideration therefor.



     3.   At such time as:  (a) the Board of Directors shall have
established by resolution a series in which Preferred Stock is to be
issued and the terms of such Preferred Stock in accordance with the
Delaware General Corporation Law and the Company's Restated
Certificate of Incorporation, and a Certificate of Designations to the
Company's Restated Certificate of Incorporation setting forth such
terms shall have been filed with the Secretary of State of Delaware;
and (b) such Preferred Stock is issued and sold pursuant to
resolutions of the Board of Directors and, if applicable, in
accordance with a duly authorized, completed and executed Underwriting
Agreement, as contemplated in the Registration Statement and the
related Prospectus Supplement, against payment of the consideration
fixed therefor by the Board of Directors, the Preferred Stock covered
by the Registration Statement will be duly authorized, legally issued,
fully paid and non-assessable.

     4.   When duly issued and sold pursuant to resolutions of the
Board of Directors and, if applicable, in accordance with a duly
authorized, completed and executed Underwriting Agreement, as
contemplated in the Registration Statement and the related Prospectus
Supplement, against payment of the consideration fixed therefor by the
Board of Directors, the Common Stock covered by the Registration
Statement will be duly authorized, legally issued, fully paid and non-
assessable and the related rights to purchase Junior Participating
Preferred Stock, Series B will be entitled to the benefits of the
amended Rights Agreement incorporated by reference as an exhibit to
the Registration Statement.

     The opinions expressed above are limited to the laws of the State
of Illinois and Delaware and the federal laws of the United States,
and no opinion is expressed with respect to the laws of any other
jurisdiction or any legal matter not expressly addressed herein.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the prospectus constituting a part of the
Registration Statement.


                                   Very truly yours,

                                   SCHIFF HARDIN & WAITE



                                   By:  /s/ Linda Jeffries Wight
                                      -----------------------------
                                        Linda Jeffries Wight

EX-12

                                                                                                                Exhibit 12

                                              Statement of Computation of
                                               Earnings to Fixed Charges
                                           (in Thousands, Except Ratio Data)


                                      Nine Months
                                         Ended                 For the Years Ended December 31
                                        9/30/95     1994       1993          1992         1991         1990
                                       -------     -----      -----         ----         -----       -----
                                                                                  
Earnings Available to Fixed Charges
  Income before income taxes            $260,205   $329,292    $275,556      $277,564     $224,048    $210,242
  Fixed charges -
    Interest Expense                      36,848     29,970      19,062        20,417       13,151      13,104
    Portion of rent to be 
      determined to be interest (1)
  Eliminate Equity in Earnings             8,580     10,494       8,580         6,237        5,643       5,775
                                          (2,000)    (5,700)     (3,800)       (3,400)      (1,200)     (2,500)
                                        ________   ________    ________       _______       ________   ________
         Total Earnings Available
           for Fixed Charges            $303,633   $364,056    $299,398      $300,818       $241,642   $226,621
                                        ========   ========    =========     ========       ========   =========

Fixed Charges
  Interest Expense                      $ 36,848   $ 29,970    $ 19,062      $ 20,417     $ 13,151    $ 13,104
  Portion of rent determined to
    be interest (1)                        8,580     10,494       8,580         6,237        5,643       5,775
                                        --------   --------    --------      --------     --------    --------

         Total Fixed Charges            $ 45,428   $ 40,464    $ 27,642      $ 26,654     $ 18,794    $ 18,879
                                        ========   ========    ========      ========     ========    ========

Ratio of Earnings to Fixed Charges        6.68       9.00        10.83         11.29        12.86        12.00
                                          ----       ----        -----         -----        -----        -----


(1)      33% of gross rent expense was deemed to approximate the interest
portion of short-term and long-term leases.

EX-25

                                                          EXHIBIT 25.1

                       Securities Act of 1933 File No. _______________
                   (If application to determine eligibility of trustee
                   for delayed offering pursuant to Section 305(b)(2))
______________________________________________________________________
                         ____________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                         ____________________

                               FORM T-1

    STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
             OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE 
               PURSUANT TO SECTION 305(b)(2) __________
                         ____________________

                       THE CHASE MANHATTAN BANK
                        (National Association)
          (Exact name of trustee as specified in its charter)

                              13-2633612
                (I.R.S. Employer Identification Number)

              1 Chase Manhattan Plaza, New York, New York
               (Address of principal executive offices)

                                 10081
                              (Zip Code)
                         ____________________

                              NEWELL CO.
          (Exact name of obligor as specified in its charter)

                               Delaware
    (State or other jurisdiction of incorporation or organization)

                              36-3514169
                 (I.R.S. Employer Identification No.)

                             Newell Center
                       29 East Stephenson Street
                          Freeport, Illinois
               (Address of principal executive offices)

                                 61032
                              (Zip Code)
                    ______________________________
                    Unsubordinated Debt Securities
                  (Title of the indenture securities)
______________________________________________________________________

Item 1.   General Information

               Furnish the following information as to the trustee:

          (a)  Name and  address  of  each  examining  or  supervising
               authority to which it is subject.

                    Comptroller of the Currency, Washington, D.C.

                    Board of Governors of The Federal Reserve  System,
                    Washington, D.C.

          (b)  Whether it is  authorized to  exercise corporate  trust
               powers.

                    Yes.

Item 2.   Affiliations with the Obligor.

               If the obligor is an affiliate of the trustee, describe
               each such affiliation.

               The Trustee  is not  the  obligor, nor  is the  Trustee
               directly or  indirectly controlling, controlled  by, or
               under common control with the obligor.

               (See Note on Page 2.)

Item 16.  List of Exhibits.

          List below all exhibits filed as a part of this statement of
eligibility.

          <*>1.--   A  copy  of  the articles  of  association  of the
                    trustee as now in  effect.  See Exhibit  T-1 (Item
                    12), Registration No. 33-55626.)
          <*>2.--   Copies  of the  respective  authorizations of  The
                    Chase  Manhattan Bank  (National Association)  and
                    the Chase Bank of  New York (National Association)
                    to commence  business and  a copy  of approval  of
                    merger  of   said  corporations,   all  of   which
                    documents are still  in effect.  (See  Exhibit T-1
                    (Item 12), Registration No. 2-67437.)
          <*>3.--   Copies of  authorizations of  The Chase  Manhattan
                    Bank (National Association)  to exercise corporate
                    
- ---------------------
     <*>The  Exhibits  thus  designated  are  incorporated  herein  by
reference.   Following the description of such Exhibits is a reference
to the  copy of the  Exhibit heretofore filed with  the Securities and
Exchange  Commission,  to  which  there  have  been no  amendments  or
changes.

                                   1                    

                    trust powers, both of which documents are still in
                    effect.  (See Exhibit  T-1 (Item 12), Registration
                    No. 2-67437.)
          <*>4.--   A copy  of the  existing by-laws  of the  trustee.
                    (See Exhibit  T-1 (Item  12(a)), Registration  No.
                    33-60809.)
          <*>5.--   A copy of each indenture referred to in Item 4, if
                    the obligor is in default.  (Not applicable).  
          <*>6.--   The  consents   of  United   States  institutional
                    trustees required  by Section 321(b)  of the  Act.
                    (See Exhibit T-1, (Item  12), Registration No. 22-
                    19019.)
             7.--   A  copy of the  latest report of  condition of the
                    trustee   published   pursuant  to   law   or  the
                    requirements  of  its   supervising  or  examining
                    authority.

                                 NOTE

     Inasmuch as this Form T-1 is  filed prior to the ascertainment by
the trustee of all facts on which to base  a responsive answer to Item
2 the answer to said Item is based on incomplete information.

     Item 2 may,  however, be considered as correct  unless amended by
an amendment to this Form T-1.


                               SIGNATURE

     Pursuant to the requirements of  the Trust Indenture Act of 1939,
the  trustee, The  Chase  Manhattan  Bank  (National  Association),  a
corporation organized and existing under the laws of the United States
of America, has duly caused this statement of eligibility to be signed
on its  behalf by the  undersigned, thereunto duly authorized,  all in
the City  of New York, and the  State of New York, on  the 15th day of
December, 1995.



                                   THE CHASE MANHATTAN BANK
                                   (NATIONAL ASSOCIATION)



                                   By:______________________________
                                        Joann Adamis
                                        Second Vice President






                                   2                               
                                   
                                Exhibit 7

REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
                    The Chase Manhattan Bank, N.A.
of New York  in the State  of New  York, at the  close of business  on
September 30, 1995, published in  response to call made by Comptroller
of the Currency, under title 12, United States Code, Section 161.


Charter Number 2370  Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
                                                                                                             Thousands
                                                                                                      
                                             ASSETS                                                         of Dollars
 Cash and balances due from depository institutions:
          Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . .               $ 5,081,000
          Interest-bearing balances  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,957,000
 Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,678,000
 Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,303,000
 Federal funds sold and securities purchased under agreements to resell in domestic offices
 of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
          Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,806,000
          Securities purchased under agreements to resell  . . . . . . . . . . . . . . . . .                    23,000
 Loans and lease financing receivable:
          Loans and leases, net of unearned income . . . . . . . . . . . . . . .  $ 55,682,000
          LESS: Allowance for loans and lease losses . . . . . . . . . . . . . . .   1,112,000
          LESS: Allocated transfer risk reserve  . . . . . . . . . . . . . . . . . . . . .   0
                                                                                  ____________
          Loans and Leases, net of unearned income, allowance and reserve  . . . . . . . . .                54,570,000
 Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                12,551,000
 Premises and fixed assets (including capitalized leases)  . . . . . . . . . . . . . . . . .                 1,755,000
 Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   400,000
 Investments in unconsolidated subsidiaries and associates companies . . . . . . . . . . . .                    30,000
 Customers' liability to this bank on acceptances outstanding  . . . . . . . . . . . . . . .                 1,091,000
 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,344,000
 Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 6,322,000
                                                                                                             _________
 TOTAL ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $97,911,000
                                                                                                           ___________

                                          LIABILITIES
 Deposits:
          In domestic offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $31,007,000
                  Noninterest-bearing  . . . . . . . . . . . . . . . . . . . . .  $ 12,166,000
                  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . .  18,841,000
                                                                                  ____________
          In foreign offices, Edge and Agreement subsidiaries, and IBFs  . . . . . . . . . .                36,015,000
                  Noninterest-bearing  . . . . . . . . . . . . . . . . . . . . .  $  3,258,000
                  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . .  32,757,000
                                                                                  ____________
 Federal funds purchased and securities sold under agreements to repurchase in domestic
 offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
          Federal funds purchased  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,673,000
          Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . .                   233,000
 Demand notes issued to the U.S. Treasury  . . . . . . . . . . . . . . . . . . . . . . . . .                    25,000
 Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 9,105,000
 Other borrowed money:
          With original maturity of one year or less . . . . . . . . . . . . . . . . . . . .                 2,783,000
          With original maturity of more than one year . . . . . . . . . . . . . . . . . . .                   395,000
 Mortgage indebtedness and obligations under capitalized leases  . . . . . . . . . . . . . .                    40,000
 Bank's liability on acceptances executed and outstanding  . . . . . . . . . . . . . . . . .                 1,100,000
 Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,960,000
 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,747,000
                                                                                                             _________
 TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                90,083,000
                                                                                                            __________
 Limited-life preferred stock and related surplus  . . . . . . . . . . . . . . . . . . . . .                         0
                                         EQUITY CAPITAL
 Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . .                         0
 Common stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   921,000
 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,244,000
 Undivided profits and capital reserves  . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,695,000
 Net unrealized holdings gains (losses) on available-for-sale securities . . . . . . . . . .                  (43,000)
 Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . .                    11,000
                                                                                                                ______
 TOTAL EQUITY CAPITAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 7,828,000
                                                                                                             _________
 TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL . . . . . . . . . . . .               $97,911,000
                                                                                                           ___________

I, Lester  J. Stephens, Jr., Senior Vice President  and Controller of the
above named  bank do hereby declare that this Report of Condition is true
and correct to the best of my knowledge and belief.
                                          (Signed) Lester J. Stephens, Jr.

We  the undersigned directors, attest  to the correctness of  this statement
of resources and  liabilities.  We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan           Directors
(Signed) Richard J. Boyle

EX-25

                                                          EXHIBIT 25.2

                       Securities Act of 1933 File No. _______________
                   (If application to determine eligibility of trustee
                   for delayed offering pursuant to Section 305(b)(2))
______________________________________________________________________
                         ____________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                         ____________________

                               FORM T-1

    STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
             OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE 
               PURSUANT TO SECTION 305(b)(2) __________
                         ____________________

                       THE CHASE MANHATTAN BANK
                        (National Association)
          (Exact name of trustee as specified in its charter)

                              13-2633612
                (I.R.S. Employer Identification Number)

              1 Chase Manhattan Plaza, New York, New York
               (Address of principal executive offices)

                                 10081
                              (Zip Code)
                         ____________________

                              NEWELL CO.
          (Exact name of obligor as specified in its charter)

                               Delaware
    (State or other jurisdiction of incorporation or organization)

                              36-3514169
                 (I.R.S. Employer Identification No.)

                             Newell Center
                       29 East Stephenson Street
                          Freeport, Illinois
               (Address of principal executive offices)

                                 61032
                              (Zip Code)
                    ______________________________
                     Subordinated Debt Securities
                  (Title of the indenture securities)
______________________________________________________________________

Item 1.   General Information

               Furnish the following information as to the trustee:

          (a)  Name and  address  of  each  examining  or  supervising
               authority to which it is subject.

                    Comptroller of the Currency, Washington, D.C.

                    Board of Governors of The Federal Reserve  System,
                    Washington, D.C.

          (b)  Whether it is  authorized to  exercise corporate  trust
               powers.

                    Yes.

Item 2.   Affiliations with the Obligor.

               If the obligor is an affiliate of the trustee, describe
               each such affiliation.

               The Trustee  is not  the  obligor, nor  is the  Trustee
               directly or  indirectly controlling, controlled  by, or
               under common control with the obligor.

               (See Note on Page 2.)

Item 16.  List of Exhibits.

          List below all exhibits filed as a part of this statement of
eligibility.

          <*>1.--   A  copy  of  the articles  of  association  of the
                    trustee as now in  effect.  See Exhibit  T-1 (Item
                    12), Registration No. 33-55626.)
          <*>2.--   Copies  of the  respective  authorizations of  The
                    Chase  Manhattan Bank  (National Association)  and
                    the Chase Bank of  New York (National Association)
                    to commence  business and  a copy  of approval  of
                    merger  of   said  corporations,   all  of   which
                    documents are still  in effect.  (See  Exhibit T-1
                    (Item 12), Registration No. 2-67437.)
          <*>3.--   Copies of  authorizations of  The Chase  Manhattan
                    Bank (National Association)  to exercise corporate
                    
_________________
     <*>The  Exhibits  thus  designated  are  incorporated  herein  by
reference.   Following the description of such Exhibits is a reference
to the  copy of the  Exhibit heretofore filed with  the Securities and
Exchange  Commission,  to  which  there  have  been no  amendments  or
changes.

                                   1

                    trust powers, both of which documents are still in
                    effect.  (See Exhibit  T-1 (Item 12), Registration
                    No. 2-67437.)
          <*>4.--   A copy  of the  existing by-laws  of the  trustee.
                    (See Exhibit  T-1 (Item  12(a)), Registration  No.
                    33-60809.)
          <*>5.--   A copy of each indenture referred to in Item 4, if
                    the obligor is in default.  (Not applicable).  
          <*>6.--   The  consents   of  United   States  institutional
                    trustees required  by Section 321(b)  of the  Act.
                    (See Exhibit T-1, (Item  12), Registration No. 22-
                    19019.)
             7.--   A  copy of the  latest report of  condition of the
                    trustee   published   pursuant  to   law   or  the
                    requirements  of  its   supervising  or  examining
                    authority.

                                 NOTE

     Inasmuch as this Form T-1 is  filed prior to the ascertainment by
the trustee of all facts on which to base  a responsive answer to Item
2 the answer to said Item is based on incomplete information.

     Item 2 may,  however, be considered as correct  unless amended by
an amendment to this Form T-1.


                               SIGNATURE

     Pursuant to the requirements of  the Trust Indenture Act of 1939,
the  trustee, The  Chase  Manhattan  Bank  (National  Association),  a
corporation organized and existing under the laws of the United States
of America, has duly caused this statement of eligibility to be signed
on its  behalf by the  undersigned, thereunto duly authorized,  all in
the City  of New York, and the  State of New York, on  the 15th day of
December, 1995.



                                   THE CHASE MANHATTAN BANK
                                   (NATIONAL ASSOCIATION)



                                   By:______________________________
                                        Joann Adamis
                                        Second Vice President






                                   2                               

                               Exhibit 7

REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
                    The Chase Manhattan Bank, N.A.
of New York  in the State  of New  York, at the  close of business  on
September 30, 1995, published in  response to call made by Comptroller
of the Currency, under title 12, United States Code, Section 161.


Charter Number 2370  Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
                                                                                                             Thousands
                                                                                           
                                             ASSETS                                                         of Dollars
 Cash and balances due from depository institutions:
          Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . .               $ 5,081,000
          Interest-bearing balances  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,957,000
 Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,678,000
 Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,303,000
 Federal funds sold and securities purchased under agreements to resell in domestic offices
 of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
          Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,806,000
          Securities purchased under agreements to resell  . . . . . . . . . . . . . . . . .                    23,000
 Loans and lease financing receivable:
          Loans and leases, net of unearned income . . . . . . . . . . . . . . .  $ 55,682,000
          LESS: Allowance for loans and lease losses . . . . . . . . . . . . . . .   1,112,000
          LESS: Allocated transfer risk reserve  . . . . . . . . . . . . . . . . . . . . .   0
                                                                                  ____________
          Loans and Leases, net of unearned income, allowance and reserve  . . . . . . . . .                54,570,000
 Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                12,551,000
 Premises and fixed assets (including capitalized leases)  . . . . . . . . . . . . . . . . .                 1,755,000
 Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   400,000
 Investments in unconsolidated subsidiaries and associates companies . . . . . . . . . . . .                    30,000
 Customers' liability to this bank on acceptances outstanding  . . . . . . . . . . . . . . .                 1,091,000
 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,344,000
 Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 6,322,000
                                                                                                             _________
 TOTAL ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $97,911,000
                                                                                                           ___________

                                          LIABILITIES
 Deposits:
          In domestic offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $31,007,000
                  Noninterest-bearing  . . . . . . . . . . . . . . . . . . . . .  $ 12,166,000
                  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . .  18,841,000
                                                                                  ____________
          In foreign offices, Edge and Agreement subsidiaries, and IBFs  . . . . . . . . . .                36,015,000
                  Noninterest-bearing  . . . . . . . . . . . . . . . . . . . . .  $  3,258,000
                  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . .  32,757,000
                                                                                  ____________
 Federal funds purchased and securities sold under agreements to repurchase in domestic
 offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
          Federal funds purchased  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,673,000
          Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . .                   233,000
 Demand notes issued to the U.S. Treasury  . . . . . . . . . . . . . . . . . . . . . . . . .                    25,000
 Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 9,105,000
 Other borrowed money:
          With original maturity of one year or less . . . . . . . . . . . . . . . . . . . .                 2,783,000
          With original maturity of more than one year . . . . . . . . . . . . . . . . . . .                   395,000
 Mortgage indebtedness and obligations under capitalized leases  . . . . . . . . . . . . . .                    40,000
 Bank's liability on acceptances executed and outstanding  . . . . . . . . . . . . . . . . .                 1,100,000
 Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,960,000
 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,747,000
                                                                                                             _________
 TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                90,083,000
                                                                                                            __________
 Limited-life preferred stock and related surplus  . . . . . . . . . . . . . . . . . . . . .                         0
                                         EQUITY CAPITAL
 Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . .                         0
 Common stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   921,000
 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5,244,000
 Undivided profits and capital reserves  . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,695,000
 Net unrealized holdings gains (losses) on available-for-sale securities . . . . . . . . . .                  (43,000)
 Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . .                    11,000
                                                                                                                ______
 TOTAL EQUITY CAPITAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 7,828,000
                                                                                                             _________
 TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL . . . . . . . . . . . .               $97,911,000
                                                                                                           ___________

I, Lester  J. Stephens, Jr., Senior Vice President  and Controller of the
above named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
                                         (Signed) Lester J. Stephens, Jr.

We  the undersigned directors, attest  to the correctness of  this statement
of resources and  liabilities.  We declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan           Directors
(Signed) Richard J. Boyle