As filed with the Securities and Exchange Commission on July 2, 2001
                                                  Registration  No. __________




                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ______________________

                                THE STANLEY WORKS
             (Exact name of registrant as specified in its charter)


       CONNECTICUT                                    06-0548860
--------------------------------  ---------------------------------------------
(State or other
jurisdiction of incorporation)        (I.R.S. Employer Identification No.)
--------------------------------  ---------------------------------------------





     1000 STANLEY DRIVE
    NEW BRITAIN, CONNECTICUT                               06053
--------------------------------  ---------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)
--------------------------------  ---------------------------------------------


                 THE STANLEY WORKS 2001 LONG TERM INCENTIVE PLAN
                           (Full titles of the Plans)

                             Bruce H. Beatt, Esquire
                                The Stanley Works
                               1000 Stanley Drive
                         New Britain, Connecticut 06053
                     (Name and address of agent for service)

                                  860-225-5111
          (Telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities       Amount to be     Proposed Maximum            Proposed Maximum     Amount of
to be Registered*         Registered*      Offering Price Per Share**  Aggregate Price**    Filing Fee
------------------------ ---------------- --------------------------- ------------------- -------------
<S>                         <C>             <C>                            <C>                <C>
Common Stock, $2.50 par     10,000,000      $40.65                        $406,500,000        $101,625.00
value per share
------------------------ ---------------- --------------------------- ------------------  -------------
</TABLE>

*  This Registration Statement also pertains to Stock Purchase Rights of the
   Registrant which are attached to the Common Stock. In addition, pursuant to
   Rule 416(c) under the Securities Act of 1933, this registration statement
   also covers an indeterminate amount of interests to be offered or sold
   pursuant to the employee benefit plans described herein.
** Estimated for purposes of calculation of the registration fee pursuant to
   Rule 457(c) and based upon an average of the high and low prices of the
   Registrant's Common Stock as reported on the New York Stock Exchange on
   June 26, 2001.





<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by The Stanley Works (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (1) the Company's Annual Report on Form 10-K for the year ended
December 30, 2000;

         (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, and the Company's Current Reports on Form 8-K dated January 25,
2001, February 9, 2001 and April 18, 2001.

         (3) the description of the Company's Common Stock, $2.50 par value per
share, contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") including any
amendment or report filed for the purpose of updating such description;

         (4) the description of the Company's Stock Purchase Rights which is
contained in a Report on Form 8-K filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Bruce H. Beatt, Vice President, General Counsel and Secretary of the
Company is an officer and employee of the Company and will be eligible for
awards of options or other rights under the plan.



<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation is entitled, under specified circumstances,
to indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him or her in connection with the defense of a
civil or criminal proceeding to which he or she has been made, or threatened to
be made, a party by reason of the fact that he or she was a director, officer or
employee. In certain circumstances, indemnification is provided against
judgments, fines and amounts paid in settlement. In general, indemnification is
not available where the director, officer or employee has been adjudged to have
breached his or her duty to the corporation or where he or she did not act in
good faith. Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Section 33-771 of the
Connecticut General Statutes. In addition, the Company maintains an insurance
policy providing coverage for certain liabilities of directors and officers. In
addition, Article V of the Company's By-Laws provides as follows:

                               "V. INDEMNIFICATION

     To the extent properly permitted by law the Board of Directors shall
     provide for the indemnification and reimbursement of, and advances of
     expenses to, any person made a party to any action, suit or proceeding by
     reason of the fact that he or she, or a person whose legal representative
     or successor he or she is,

     (a) is or was a Director, officer, employee or agent of the Corporation, or


     (b) served at the Corporation's request as a director, officer, employee or
         agent of another corporation,

     for expenses, including attorney's fees, and such amount of any judgment,
     money decree, fine, penalty or settlement for which he or she may have
     become liable as the Board of Directors deems reasonable, actually incurred
     by him or her in connection with the defense or reasonable settlement of
     any such action, suit or proceeding or any appeal therein.

     This provision of indemnification shall be in addition to any other
     right or remedy which such person may have. The Corporation shall have
     the right to intervene in and defend all such actions, suits or
     proceedings brought against any such person."


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

<PAGE>



ITEM 8. EXHIBITS

4.1     Restated Certificate of Incorporation (incorporated by reference to
        Exhibit (3)(i) to the Annual Report on Form 10-K for the year ended
        January 2, 1999).

4.2     By-laws (filed herewith).

4.3     Indenture, dated as of April 1, 1986 between the Company and State
        Street Bank and Trust Company, as successor trustee, defining the rights
        of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes Due
        March 1, 2004 (incorporated by reference to Exhibit 4(a) to Registration
        Statement No. 33-4344 filed March 27, 1986).

4.4     First Supplemental Indenture, dated as of June 15, 1992 between the
        Company and State Street Bank and Trust Company, as successor trustee
        (incorporated by reference to Exhibit (4)(c) to Registration Statement
        No. 33-46212 filed July 21, 1992).

        (a)  Certificate of Designated Officers establishing Terms of 7-3/8%
             Notes due December 15, 2002 (incorporated by reference to Exhibit
             (4)(ii) to Current Report on Form 8-K dated December 7, 1992).

        (b)  Certificate of Designated Officers establishing Terms of 5.75%
             Notes due March 1, 2004 (incorporated by reference to Exhibit
             (4)(ii)(b) to the Annual Report on Form 10-K for the year ended
             January 2, 1999).

4.5     Rights Agreement, dated January 31, 1996 (incorporated by reference to
        Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996).

4.6     (a) Amended and Restated Facility A (364 Day) Credit Agreement,
            dated as of October 23, 1996, with the banks named therein and
            Citibank, N.A. as agent (incorporated by reference to Exhibit 4 (iv)
            to the Annual Report on Form 10-K for the year ended December 6,
            1996).

        (b) Credit Agreement, dated as of October 21, 1998, among the Company,
            the Lenders named therein and Citibank, N.A. as agent (incorporated
            by reference to Exhibit 4 (iv)(c) to the Quarterly Report on Form
            10-Q for the quarter ended October 3, 1998).

        (c) Credit Agreement, dated as of October 21, 1998, as amended and
            restated as of October 20, 1999, among the Company, each lender that
            is a signatory thereto and Citibank, N.A. as Agent for the Lenders
            (incorporated by reference to Exhibit 4 (i) to the Quarterly Report
            on Form 10-Q for the quarter ended October 2, 1999).

        (d) Credit Agreement, dated as of October 21, 1998, as amended and
            restated as of October 18, 2000, among the Company, each lender that
            is a signatory thereto and Citibank N.A. as Agent for the Lenders


<PAGE>



            (incorporated by reference to Exhibit 10 to the Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2000).

4.7     Amended and Restated Facility B (Five Year) Credit Agreement, dated as
        of October 23, 1996, with the banks named therein and Citibank, N.A. as
        agent (incorporated by reference to Exhibit 4 (v) to the Annual Report
        on Form 10-K for the year ended December 28, 1996).

5.1     Opinion of Bruce H. Beatt (filed herewith).

23.1    Consent of Ernst & Young LLP (filed herewith).

23.2    Consent of Bruce H. Beatt (included in Exhibit 5.1).

24.1    Power of attorney (filed herewith).

99.1    2001 Long Term Incentive Plan (filed herewith).


ITEM 9. UNDERTAKINGS

     a. Rule 415 Offering.  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, as amended;

             (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) under the Securities Act if,
in the aggregate, the changes in amount and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;






<PAGE>



             (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 paragraphs (a)(i) and (ii) do not apply if
the registration statement is on Form S-3, S-8 or F-3, and 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 Exchange Act that are
incorporated by reference in the 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.

     b. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), 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.

     c. Indemnification. 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 foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf


<PAGE>



by the undersigned thereunto duly authorized in the City of New Britain, State
of Connecticut on July 2, 2001.


                                THE STANLEY WORKS


                                 By:    /s/ Bruce H. Beatt
                                       ------------------------------------
                                 Name:  Bruce H. Beatt
                                 Title: Vice President, General Counsel
                                        and Secretary


<PAGE>



      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 date indicated.

<TABLE>
<CAPTION>

NAME                         TITLE                               DATE
----                         -----                               ----

<S>                         <C>                               <C>
*                            Chairman,                         July 2, 2001
-------------------          Chief Executive
John M. Trani                Officer and Director


/s/ James M. Loree           Vice President, Finance           July 2, 2001
-------------------          and Chief Financial
James M. Loree               Officer


/s/ Donald Allan             Corporate Controller              July 2, 2001
-------------------
Donald Allan

*                            Director                          July 2, 2001
-------------------
John G. Breen

*
-------------------          Director                          July 2, 2001
Stillman B. Brown

*
-------------------          Director                          July 2, 2001
Mannie L. Jackson

*
-------------------          Director                          July 2, 2001
Eileen S. Kraus

*
-------------------          Director                          July 2, 2001
John D. Opie

*
-------------------          Director                          July 2, 2001
Hugo E. Uyterhoeven

*
-------------------          Director                          July 2, 2001
Kathryn D. Wriston


* By: /s/ Bruce H. Beatt                                       July 2, 2001
      ------------------------------------
      Bruce H. Beatt (As Attorney-in-Fact)

</TABLE>


<PAGE>



                                  EXHIBIT INDEX



  Exhibit
  No.                                                          Page

  4.2     Bylaws                                                10

  5.1     Opinion of Bruce H. Beatt                             23

  23.1    Consent of Ernst & Young LLP                          24

  23.2    Consent of Bruce H. Beatt (Included in Exhibit 5.1)   23

  24.1    Power of Attorney                                     25

  99.1    Long Term Incentive Plan                              27





<PAGE>
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{"company-data": {"conformed-name": "STANLEY WORKS", "cik": "0000093556", "assigned-sic": "3420", "irs-number": "060548860", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64326", "film-number": "1673342"}, "business-address": {"street1": "1000 STANLEY DR", "street2": "P O BOX 7000", "city": "NEW BRITAIN", "state": "CT", "zip": "06053", "phone": "8602255111"}, "mail-address": {"street1": "1000 STANLEY DR", "city": "NEW BRITAIN", "state": "CT", "zip": "06053"}}
As filed with the Securities and Exchange Commission on July 2, 2001
                                                  Registration  No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ______________________

                                THE STANLEY WORKS
             (Exact name of registrant as specified in its charter)

       CONNECTICUT                                    06-0548860
--------------------------------  ---------------------------------------------
(State or other
jurisdiction of incorporation)        (I.R.S. Employer Identification No.)
--------------------------------  ---------------------------------------------

     1000 STANLEY DRIVE
    NEW BRITAIN, CONNECTICUT                               06053
--------------------------------  ---------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)
--------------------------------  ---------------------------------------------

                 THE STANLEY WORKS 2001 LONG TERM INCENTIVE PLAN
                           (Full titles of the Plans)

                             Bruce H. Beatt, Esquire
                                The Stanley Works
                               1000 Stanley Drive
                         New Britain, Connecticut 06053
                     (Name and address of agent for service)

                                  860-225-5111
          (Telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to be     Proposed Maximum            Proposed Maximum     Amount of
to be Registered*         Registered*      Offering Price Per Share**  Aggregate Price**    Filing Fee
------------------------ ---------------- --------------------------- ------------------- -------------
Common Stock, $2.50 par     10,000,000      $40.65                        $406,500,000        $101,625.00
value per share
------------------------ ---------------- --------------------------- ------------------  -------------
*  This Registration Statement also pertains to Stock Purchase Rights of the
   Registrant which are attached to the Common Stock. In addition, pursuant to
   Rule 416(c) under the Securities Act of 1933, this registration statement
   also covers an indeterminate amount of interests to be offered or sold
   pursuant to the employee benefit plans described herein.
** Estimated for purposes of calculation of the registration fee pursuant to
   Rule 457(c) and based upon an average of the high and low prices of the
   Registrant's Common Stock as reported on the New York Stock Exchange on
   June 26, 2001.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by The Stanley Works (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (1) the Company's Annual Report on Form 10-K for the year ended
December 30, 2000;

         (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, and the Company's Current Reports on Form 8-K dated January 25,
2001, February 9, 2001 and April 18, 2001.

         (3) the description of the Company's Common Stock, $2.50 par value per
share, contained in a registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") including any
amendment or report filed for the purpose of updating such description;

         (4) the description of the Company's Stock Purchase Rights which is
contained in a Report on Form 8-K filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Bruce H. Beatt, Vice President, General Counsel and Secretary of the
Company is an officer and employee of the Company and will be eligible for
awards of options or other rights under the plan.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation is entitled, under specified circumstances,
to indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him or her in connection with the defense of a
civil or criminal proceeding to which he or she has been made, or threatened to
be made, a party by reason of the fact that he or she was a director, officer or
employee. In certain circumstances, indemnification is provided against
judgments, fines and amounts paid in settlement. In general, indemnification is
not available where the director, officer or employee has been adjudged to have
breached his or her duty to the corporation or where he or she did not act in
good faith. Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Section 33-771 of the
Connecticut General Statutes. In addition, the Company maintains an insurance
policy providing coverage for certain liabilities of directors and officers. In
addition, Article V of the Company's By-Laws provides as follows:

                               "V. INDEMNIFICATION

     To the extent properly permitted by law the Board of Directors shall
     provide for the indemnification and reimbursement of, and advances of
     expenses to, any person made a party to any action, suit or proceeding by
     reason of the fact that he or she, or a person whose legal representative
     or successor he or she is,

     (a) is or was a Director, officer, employee or agent of the Corporation, or

     (b) served at the Corporation's request as a director, officer, employee or
         agent of another corporation,

     for expenses, including attorney's fees, and such amount of any judgment,
     money decree, fine, penalty or settlement for which he or she may have
     become liable as the Board of Directors deems reasonable, actually incurred
     by him or her in connection with the defense or reasonable settlement of
     any such action, suit or proceeding or any appeal therein.

     This provision of indemnification shall be in addition to any other
     right or remedy which such person may have. The Corporation shall have
     the right to intervene in and defend all such actions, suits or
     proceedings brought against any such person."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.
ITEM 8. EXHIBITS

4.1     Restated Certificate of Incorporation (incorporated by reference to
        Exhibit (3)(i) to the Annual Report on Form 10-K for the year ended
        January 2, 1999).

4.2     By-laws (filed herewith).

4.3     Indenture, dated as of April 1, 1986 between the Company and State
        Street Bank and Trust Company, as successor trustee, defining the rights
        of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes Due
        March 1, 2004 (incorporated by reference to Exhibit 4(a) to Registration
        Statement No. 33-4344 filed March 27, 1986).

4.4     First Supplemental Indenture, dated as of June 15, 1992 between the
        Company and State Street Bank and Trust Company, as successor trustee
        (incorporated by reference to Exhibit (4)(c) to Registration Statement
        No. 33-46212 filed July 21, 1992).

        (a)  Certificate of Designated Officers establishing Terms of 7-3/8%
             Notes due December 15, 2002 (incorporated by reference to Exhibit
             (4)(ii) to Current Report on Form 8-K dated December 7, 1992).

        (b)  Certificate of Designated Officers establishing Terms of 5.75%
             Notes due March 1, 2004 (incorporated by reference to Exhibit
             (4)(ii)(b) to the Annual Report on Form 10-K for the year ended
             January 2, 1999).

4.5     Rights Agreement, dated January 31, 1996 (incorporated by reference to
        Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996).

4.6     (a) Amended and Restated Facility A (364 Day) Credit Agreement,
            dated as of October 23, 1996, with the banks named therein and
            Citibank, N.A. as agent (incorporated by reference to Exhibit 4 (iv)
            to the Annual Report on Form 10-K for the year ended December 6,
            1996).

        (b) Credit Agreement, dated as of October 21, 1998, among the Company,
            the Lenders named therein and Citibank, N.A. as agent (incorporated
            by reference to Exhibit 4 (iv)(c) to the Quarterly Report on Form
            10-Q for the quarter ended October 3, 1998).

        (c) Credit Agreement, dated as of October 21, 1998, as amended and
            restated as of October 20, 1999, among the Company, each lender that
            is a signatory thereto and Citibank, N.A. as Agent for the Lenders
            (incorporated by reference to Exhibit 4 (i) to the Quarterly Report
            on Form 10-Q for the quarter ended October 2, 1999).

        (d) Credit Agreement, dated as of October 21, 1998, as amended and
            restated as of October 18, 2000, among the Company, each lender that
            is a signatory thereto and Citibank N.A. as Agent for the Lenders
(incorporated by reference to Exhibit 10 to the Quarterly Report
            on Form 10-Q for the quarter ended September 30, 2000).

4.7     Amended and Restated Facility B (Five Year) Credit Agreement, dated as
        of October 23, 1996, with the banks named therein and Citibank, N.A. as
        agent (incorporated by reference to Exhibit 4 (v) to the Annual Report
        on Form 10-K for the year ended December 28, 1996).

5.1     Opinion of Bruce H. Beatt (filed herewith).

23.1    Consent of Ernst & Young LLP (filed herewith).

23.2    Consent of Bruce H. Beatt (included in Exhibit 5.1).

24.1    Power of attorney (filed herewith).

99.1    2001 Long Term Incentive Plan (filed herewith).

ITEM 9. UNDERTAKINGS

     a. Rule 415 Offering.  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, as amended;

             (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) under the Securities Act if,
in the aggregate, the changes in amount and price represent no more than a 20%
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 paragraphs (a)(i) and (ii) do not apply if
the registration statement is on Form S-3, S-8 or F-3, and 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 Exchange Act that are
incorporated by reference in the 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.

     b. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), 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.

     c. Indemnification. 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 foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf
by the undersigned thereunto duly authorized in the City of New Britain, State
of Connecticut on July 2, 2001.

                                THE STANLEY WORKS

                                 By:    /s/ Bruce H. Beatt
                                       ------------------------------------
                                 Name:  Bruce H. Beatt
                                 Title: Vice President, General Counsel
                                        and Secretary
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 date indicated.
NAME                         TITLE                               DATE
----                         -----                               ----
*                            Chairman,                         July 2, 2001
-------------------          Chief Executive
John M. Trani                Officer and Director

/s/ James M. Loree           Vice President, Finance           July 2, 2001
-------------------          and Chief Financial
James M. Loree               Officer

/s/ Donald Allan             Corporate Controller              July 2, 2001
-------------------
Donald Allan

*                            Director                          July 2, 2001
-------------------
John G. Breen

*
-------------------          Director                          July 2, 2001
Stillman B. Brown

*
-------------------          Director                          July 2, 2001
Mannie L. Jackson

*
-------------------          Director                          July 2, 2001
Eileen S. Kraus

*
-------------------          Director                          July 2, 2001
John D. Opie

*
-------------------          Director                          July 2, 2001
Hugo E. Uyterhoeven

*
-------------------          Director                          July 2, 2001
Kathryn D. Wriston

* By: /s/ Bruce H. Beatt                                       July 2, 2001
      ------------------------------------
      Bruce H. Beatt (As Attorney-in-Fact)
EXHIBIT INDEX

  Exhibit
  No.                                                          Page

  4.2     Bylaws                                                10

  5.1     Opinion of Bruce H. Beatt                             23

  23.1    Consent of Ernst & Young LLP                          24

  23.2    Consent of Bruce H. Beatt (Included in Exhibit 5.1)   23

  24.1    Power of Attorney                                     25

  99.1    Long Term Incentive Plan                              27