On March 25, 2008, Newell Rubbermaid Inc. (the "Company") and Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co., acting for themselves and as representatives of the other several underwriters, entered into an Underwriting Agreement (the "Underwriting Agreement") with respect to the offering and sale of unsecured and unsubordinated notes, consisting of $500,000,000 in 5.50% Notes due 2013 (the "Five Year Notes") and $250,000,000 in 6.25% Notes due 2018 (the "Ten Year Notes" and together with the Five Year Notes, the "Notes") under the Company's Registration Statement on Form S-3ASR (Registration No. 333-149887). The sale closed on March 28, 2008. The Notes were issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (as filed with the Securities and Exchange Commission on May 5, 1996, File No. 001-09608) (the "Indenture").
Copies of the Underwriting Agreement, the form of the Five Year Notes and the form of the Ten Year Notes are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.

Exhibit   Description

1.1       Underwriting Agreement, dated March 25, 2008, among Newell Rubbermaid Inc.,
          Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs &
          Co.

4.1       Form of 5.50% Notes due 2013.

4.2       Form of 6.25% Notes due 2018.

5.1       Opinion of Schiff Hardin LLP.