Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MAROHN WILLIAM D	2. Issuer Name and Ticker or Trading Symbol NEWELL RUBBERMAID INC [ NWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 1109 ST. JOSEPH DR.	3. Date of Earliest Transaction (MM/DD/YYYY) 5/12/2004
(Street) ST. JOSEPH, MI 49085 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/12/2004		A		1000 ⁽¹⁾	A	$0	12232	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$22.91	5/12/2004		A		4000		⁽²⁾	5/11/2014	Common Stock	4000	$0 ⁽³⁾	4000	D

Explanation of Responses:
( 1)	All restrictions on shares lapse on the third anniversary of the date of grant.
( 2)	Options become exercisable in annual installments of 20% of the number of options granted.
( 3)	Not applicable.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAROHN WILLIAM D 1109 ST. JOSEPH DR. ST. JOSEPH, MI 49085	X

Signatures
/s/ Dale L. Matschullat, Attorney-in-Fact for William D. Marohn		5/14/2004
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.








                                                               EXHIBIT 24



                              POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby
   constitutes and appoints each of Andrea L. Horne, Dale L. Matschullat
   and Donna Yeager, signing singly, the undersigned's true and lawful
   attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the
             undersigned's capacity as an officer and/or director of
             Newell Rubbermaid Inc. (the "Company"), Forms ID, 3, 4, and
             5 in accordance with Section 16(a) of the Securities
             Exchange Act of 1934 and the rules thereunder;

        (2)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete
             and execute any such Form ID, 3, 4, or 5, complete and
             execute any amendment or amendments thereto, and timely file
             such form with the United States Securities and Exchange
             Commission and any stock exchange or similar authority; and

        (3)  take any other action of any type whatsoever in connection
             with the foregoing which, in the opinion of such attorney-
             in-fact, may be of benefit to, in the best interest of, or
             legally required by, the undersigned, it being understood
             that the documents executed by such attorney-in-fact on
             behalf of the undersigned pursuant to this Power of Attorney
             shall be in such form and shall contain such terms and
             conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full
   power and authority to do and perform any and every act and thing
   whatsoever requisite, necessary, or proper to be done in the exercise
   of any of the rights and powers herein granted, as fully to all
   intents and purposes as the undersigned might or could do if
   personally present, with full power of substitution or revocation,
   hereby ratifying and confirming all that such attorney-in-fact, or
   such attorney-in-fact's substitute or substitutes, shall lawfully do
   or cause to be done by virtue of this power of attorney and the rights
   and powers herein granted.  The undersigned acknowledges that the
   foregoing attorneys-in-fact, in serving in such capacity at the
   request of the undersigned, are not assuming, nor is the Company
   assuming, any of the undersigned's responsibilities to comply with
   Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect
   until the undersigned is no longer required to file Forms ID, 3, 4,
   and 5 with respect to the undersigned's holdings of and transactions
   in securities issued by the Company, unless earlier revoked by the
   undersigned in a signed writing delivered to the foregoing attorneys-
   in-fact.







        IN WITNESS WHEREOF, the undersigned has caused this Power of
   Attorney to be executed as of this 26th day of August, 2002.

                                 /s/  William D. Marohn
                                 ------------------------------
                                 Print Name:  William D. Marohn
                                 ------------------------------















































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End of Filing