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

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

                                  FORM 8-K

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

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

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

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

        10 B Glenlake Parkway
              Suite 600
           Atlanta, Georgia                       30328
   (Address of Principal Executive             (Zip Code)
               Offices)

      Registrant's Telephone Number, Including Area Code:(770) 407-3800




   Item 7.   Financial Statements and Exhibits.

        (c)  Exhibits.

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

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


   Item 12.  Results of Operations and Financial Condition.

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

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

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

   The Company has used the financial measures that are included in the
   press release for several years, both in presenting its results to
   stockholders and the investment community and in its internal
   evaluation and management of its businesses.  The Company's management
   believes that these measures -- including those that are "non-GAAP
   financial measures" -- and the information they provide are useful to
   investors since these measures:




        *    enable investors and analysts to compare the current
             non-GAAP measures with the corresponding non-GAAP measures
             used in the past, and

        *    permit investors to view the Company's performance using
             the same tools that Company management uses to evaluate the
             Company's past performance, reportable business segments
             and prospects for future performance and to gauge the
             Company's progress in achieving its stated goals.

   The Company's management believes that operating income, net income
   from continuing operations and gross margin, excluding restructuring
   and other charges, as a percentage of sales are also useful to investors
   because they provide information with respect to operating income, net
   income from continuing operations and gross margin related to continuing
   operations after the Company's restructuring plan is completed.  The
   Company's management believes that free cash flow, defined as cash
   generated from operations, net of and capital expenditures and dividends,
   is useful to investors because it is an indication of amounts of cash
   flow that may be available for further investment in future growth
   initiatives.  The Company's management believes that diluted earnings
   per share from continuing operations, excluding restructuring and other
   charges, is also helpful to investors because it provides information
   with respect to earnings per share, both historical and expected,
   related to continuing operations after the Company's restructuring plan
   is completed.  Another purpose for which the Company uses free cash flow
   and diluted earnings per share from continuing operations, excluding
   restructuring and other charges, are as two of the performance goals
   that help determine the amount, if any, of cash bonuses for corporate
   management employees under the Company's management cash bonus plan.

   While the Company believes that these non-GAAP financial measures are
   useful in evaluating the Company, this information should be
   considered as supplemental in nature and not as a substitute for or
   superior to the related financial information prepared in accordance
   with GAAP.  Additionally, these non-GAAP financial measures may differ
   from similar measures presented by other companies.






                                 SIGNATURES

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

                                 NEWELL RUBBERMAID INC.


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









                                EXHIBIT INDEX


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

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