SECURITIES AND EXCHANGE COMMISSION              NO.33-
                        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
                 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the Plan)

                          Stephen S. Weddle, Esquire
                               The Stanley Works
                              1000 Stanley Drive
                        New Britain, Connecticut 06053
                    (Name and address of agent for service)

                                203-225-5111
         (Telephone number, including area code of agent for service)
<TABLE>

                                          CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of Securities     Amount to be      Proposed Maximum Offering    Proposed Maximum     Amount of
to be Registered*       Registered*       Price Per Share**            Aggregate Price**    Filing Fee



<S>                      <C>              <C>                          <C>                  <C>     
Common Stock, $2.50
par value per share      100,000          $44.625                      $4,462,500           $1538.79
<FN>

* This Registration  Statement also pertains to Depository Stock Purchase Rights
of the Registrant which are attached to the Common Stock.

**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  that the Common
Stock of The  Stanley  Works  was sold for on the New  York  Stock  Exchange  on
September 7, 1995.
</FN>
</TABLE>

This  Registration  Statement  shall  become  effective in  accordance  with the
provisions of Rule 462 of the Securities Act of 1933, as amended.

The approximate  date of commencement of proposed sale of these securities is as
soon as practicable  after this  Registration  Statement  becomes  effective and
pursuant to the terms of The Stanley  Works Stock  Option Plan for  Non-Employee
Directors.


<PAGE>





                             PART I.

      Information Required in the Section 10(a) Prospectus


         The  information  required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.


                              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 31, 1994;

         (2)      the Company's  Quarterly Report on Form 10-Q
                  for the  quarter  ended  April 1, 1995,  the
                  Company's  Quarterly Report on Form 10-Q for
                  the   quarter   ended  July  1,  1995,   the
                  Company's  Current Reports on Form 8-K dated
                  January 31, 1995,  April 19,  1995,  May 31,
                  1995, June 15, 1995 and July 19, 1995; and

         (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 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.


<PAGE>





ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


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  33-320a  of  the  Connecticut  General  Statutes.  In
addition,  the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers.


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 Quarterly Report on Form 10-Q for quarter ended July 1, 1995).

     4.2 By-laws  (incorporated  by reference  to Exhibit  (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).

     4.3  Indenture  defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998  (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 Shawmut Bank Connecticut,  National  Association  (formerly known as
The Connecticut  National Bank)  (incorporated by reference to Exhibit (4)(c) to
Registration Statement No. 33-46212 filed July 21, 1992).

                                                         2

<PAGE>




     (a)  Certificate  of  Designated  Officers  establishing  Terms of 9% Notes
(incorporated  by reference to Exhibit  (4)(i)(c) to Annual  Report on Form 10-K
for year ended January 2, 1988).

                                                                               
     (b) 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).

     4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).

     4.6 Rights  Agreement  Amendment,  dated  December  16,  1987 to the Rights
Agreement,  dated February 26, 1986  (incorporated  by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).

     4.7 Rights Agreement  Amendment No. 2 to the Rights  Agreement,  dated July
20, 1990 to the Rights  Agreement,  dated February 26, 1986 as amended  December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).

     4.8 Rights Agreement  Amendment No. 3, dated October 24, 1991 to the Rights
Agreement,  dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990  (incorporated  by reference to Exhibit  (4)(i) to Quarterly  Report on
Form 10-Q for quarter ended September 28, 1991).

     4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.

     4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).

     4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks  (incorporated  by reference to Exhibit  (4)(vi) to Annual  Report on Form
10-K for the year ended December 31, 1994).

5 Opinion of Tyler Cooper & Alcorn dated  September 11, 1995 with respect to the
legality  of the Common  Stock (and  associated  Stock  Purchase  Rights)  being
registered hereby is filed herewith.

23.1 Consent of Independent Auditors dated September 6, 1995 is filed herewith.


                                                         3

<PAGE>



23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5 to
this Registration Statement).

24 Power of attorney  authorizing the signing of the Registration  Statement and
amendments thereto on behalf of the Registrant's officers and directors is filed
herewith.

99 The Stanley Works Stock Option Plan for Non-Employee Directors.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

     1. (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) of the Securities Act if, in
the  aggregate,  the  changes in volume 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  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3 or Form S- 8, and the

                                                         4

<PAGE>



information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended,
that are incorporated by reference in the registration statement.


     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended,  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.

     2. That, for purposes of determining any liability under the Securities Act
of 1933, as amended,  each filing of the registrant's  annual report pursuant to
Section  13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended (and, where applicable each filing of any employee benefit plan's annual
report  pursuant to Section  15(d) of the  Securities  Exchange Act of 1934,  as
amended),  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.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933, as amended, 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.




                                                         5

<PAGE>



                                   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 
September 11, 1995.


                                THE STANLEY WORKS




                              By: Richard H. Ayers
                              Name: Richard H. Ayers
                              Title:Chairman and Chief
                                     Executive Officer

     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 

Richard H. Ayers                  Chairman,                  September  11, 1995
Richard H.Ayers                   Chief Executive Officer
                                    and Director

Richard Huck                      Vice President,             September 11, 1995
Richard Huck                      Finance and 
                                  Chief Financial Officer 

Theresa F. Yerkes                 Vice President and          September 11, 1995
Theresa F. Yerkes                 Controller (Chief Accounting
                                  Officer)
 
                                       6
<PAGE> 

 NAME                                  TITLE                            DATE

 *                                  Director                September  11,  1995
Stillman B. Brown 

*                                   Director                 September  11, 1995
Edgar R. Fiedler 

*                                   Director                  September 11, 1995
Mannie L. Jackson 

*                                   Director                  September 11, 1995
James G. Kaiser 

*                                   Director                  September 11, 1995
Eileen S. Kraus 

*                                   Director                  September 11, 1995
George A. Lorch

*                                   Director                 September 11, 1995 
Walter J. McNerney  

*                                   Director                  September 11, 1995
Gertrude  G.  Michelson 

*                                    Director                September  11, 1995
John S. Scott 

*                                    Director                September  11, 1995
Hugo E.  Uyterhoeven 

*                                    Director                September  11, 1995
Walter W. Williams 

* By:  Stephen S.  Weddle                                   September  11,  1995
       Stephen S.  Weddle (As Attorney- in-Fact)

                                        7

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                                      Page

     4.1 Restated  Certificate of  Incorporation  (incorporated  by reference to
Exhibit (3)(i) to Quarterly Report on Form 10-Q for quarter ended July 1, 1995).

     4.2 By-laws  (incorporated  by reference  to Exhibit  (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).

     4.3  Indenture  defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998  (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 Shawmut Bank Connecticut,  National  Association  (formerly known as
The Connecticut  National Bank)  (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 9% Notes
(incorporated  by reference to Exhibit  (4)(i)(c) to Annual  Report on Form 10-K
for year ended January 2, 1988).
<PAGE>

                                                                               
     (b) 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).

     4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).

     4.6 Rights  Agreement  Amendment,  dated  December  16,  1987 to the Rights
Agreement,  dated February 26, 1986  (incorporated  by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).

     4.7 Rights Agreement  Amendment No. 2 to the Rights  Agreement,  dated July
20, 1990 to the Rights  Agreement,  dated February 26, 1986 as amended  December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).

     4.8 Rights Agreement  Amendment No. 3, dated October 24, 1991 to the Rights
Agreement,  dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990  (incorporated  by reference to Exhibit  (4)(i) to Quarterly  Report on
Form 10-Q for quarter ended September 28, 1991).

     4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.

     4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).

<PAGE>
     4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks  (incorporated  by reference to Exhibit  (4)(vi) to Annual  Report on Form
10-K for the year ended December 31, 1994).

     5 Opinion of Tyler Cooper & Alcorn dated September 11, 1995 with respect to
the legality of the Common Stock (and  associated  Stock Purchase  Rights) being
registered hereby is filed herewith.

      23.1 Consent of Independent Auditors dated September 6, 1995 is filed 
herewith.

      23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5 to this Registration Statement).

     24 Power of attorney authorizing the signing of the Registration  Statement
and amendments  thereto on behalf of the Registrant's  officers and directors is
filed herewith.

     99 The Stanley Works Stock Option Plan for Non-Employee Directors.


<PAGE>
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SECURITIES AND EXCHANGE COMMISSION              NO.33-
                        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
                 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the Plan)

                          Stephen S. Weddle, Esquire
                               The Stanley Works
                              1000 Stanley Drive
                        New Britain, Connecticut 06053
                    (Name and address of agent for service)

                                203-225-5111
         (Telephone number, including area code of agent for service)

                                          CALCULATION OF REGISTRATION FEE
Title of Securities     Amount to be      Proposed Maximum Offering    Proposed Maximum     Amount of
to be Registered*       Registered*       Price Per Share**            Aggregate Price**    Filing Fee
Common Stock, $2.50
par value per share      100,000          $44.625                      $4,462,500           $1538.79
* This Registration  Statement also pertains to Depository Stock Purchase Rights
of the Registrant which are attached to the Common Stock.

**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  that the Common
Stock of The  Stanley  Works  was sold for on the New  York  Stock  Exchange  on
September 7, 1995.
This  Registration  Statement  shall  become  effective in  accordance  with the
provisions of Rule 462 of the Securities Act of 1933, as amended.

The approximate  date of commencement of proposed sale of these securities is as
soon as practicable  after this  Registration  Statement  becomes  effective and
pursuant to the terms of The Stanley  Works Stock  Option Plan for  Non-Employee
Directors.
PART I.

      Information Required in the Section 10(a) Prospectus

         The  information  required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.

                              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 31, 1994;

         (2)      the Company's  Quarterly Report on Form 10-Q
                  for the  quarter  ended  April 1, 1995,  the
                  Company's  Quarterly Report on Form 10-Q for
                  the   quarter   ended  July  1,  1995,   the
                  Company's  Current Reports on Form 8-K dated
                  January 31, 1995,  April 19,  1995,  May 31,
                  1995, June 15, 1995 and July 19, 1995; and

         (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 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

         Not applicable.

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  33-320a  of  the  Connecticut  General  Statutes.  In
addition,  the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers.

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 Quarterly Report on Form 10-Q for quarter ended July 1, 1995).

     4.2 By-laws  (incorporated  by reference  to Exhibit  (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).

     4.3  Indenture  defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998  (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 Shawmut Bank Connecticut,  National  Association  (formerly known as
The Connecticut  National Bank)  (incorporated by reference to Exhibit (4)(c) to
Registration Statement No. 33-46212 filed July 21, 1992).

                                                         2
(a)  Certificate  of  Designated  Officers  establishing  Terms of 9% Notes
(incorporated  by reference to Exhibit  (4)(i)(c) to Annual  Report on Form 10-K
for year ended January 2, 1988).

                                                                               
     (b) 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).

     4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).

     4.6 Rights  Agreement  Amendment,  dated  December  16,  1987 to the Rights
Agreement,  dated February 26, 1986  (incorporated  by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).

     4.7 Rights Agreement  Amendment No. 2 to the Rights  Agreement,  dated July
20, 1990 to the Rights  Agreement,  dated February 26, 1986 as amended  December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).

     4.8 Rights Agreement  Amendment No. 3, dated October 24, 1991 to the Rights
Agreement,  dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990  (incorporated  by reference to Exhibit  (4)(i) to Quarterly  Report on
Form 10-Q for quarter ended September 28, 1991).

     4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.

     4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).

     4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks  (incorporated  by reference to Exhibit  (4)(vi) to Annual  Report on Form
10-K for the year ended December 31, 1994).

5 Opinion of Tyler Cooper & Alcorn dated  September 11, 1995 with respect to the
legality  of the Common  Stock (and  associated  Stock  Purchase  Rights)  being
registered hereby is filed herewith.

23.1 Consent of Independent Auditors dated September 6, 1995 is filed herewith.

                                                         3
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5 to
this Registration Statement).

24 Power of attorney  authorizing the signing of the Registration  Statement and
amendments thereto on behalf of the Registrant's officers and directors is filed
herewith.

99 The Stanley Works Stock Option Plan for Non-Employee Directors.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

     1. (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) of the Securities Act if, in
the  aggregate,  the  changes in volume 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  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3 or Form S- 8, and the

                                                         4
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended,
that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended,  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.

     2. That, for purposes of determining any liability under the Securities Act
of 1933, as amended,  each filing of the registrant's  annual report pursuant to
Section  13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended (and, where applicable each filing of any employee benefit plan's annual
report  pursuant to Section  15(d) of the  Securities  Exchange Act of 1934,  as
amended),  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.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933, as amended, 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.

                                                         5
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 
September 11, 1995.

                                THE STANLEY WORKS

                              By: Richard H. Ayers
                              Name: Richard H. Ayers
                              Title:Chairman and Chief
                                     Executive Officer

     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 

Richard H. Ayers                  Chairman,                  September  11, 1995
Richard H.Ayers                   Chief Executive Officer
                                    and Director

Richard Huck                      Vice President,             September 11, 1995
Richard Huck                      Finance and 
                                  Chief Financial Officer 

Theresa F. Yerkes                 Vice President and          September 11, 1995
Theresa F. Yerkes                 Controller (Chief Accounting
                                  Officer)
 
                                       6
NAME                                  TITLE                            DATE

 *                                  Director                September  11,  1995
Stillman B. Brown 

*                                   Director                 September  11, 1995
Edgar R. Fiedler 

*                                   Director                  September 11, 1995
Mannie L. Jackson 

*                                   Director                  September 11, 1995
James G. Kaiser 

*                                   Director                  September 11, 1995
Eileen S. Kraus 

*                                   Director                  September 11, 1995
George A. Lorch

*                                   Director                 September 11, 1995 
Walter J. McNerney  

*                                   Director                  September 11, 1995
Gertrude  G.  Michelson 

*                                    Director                September  11, 1995
John S. Scott 

*                                    Director                September  11, 1995
Hugo E.  Uyterhoeven 

*                                    Director                September  11, 1995
Walter W. Williams 

* By:  Stephen S.  Weddle                                   September  11,  1995
       Stephen S.  Weddle (As Attorney- in-Fact)

                                        7
EXHIBIT INDEX

Exhibit No.                                                      Page

     4.1 Restated  Certificate of  Incorporation  (incorporated  by reference to
Exhibit (3)(i) to Quarterly Report on Form 10-Q for quarter ended July 1, 1995).

     4.2 By-laws  (incorporated  by reference  to Exhibit  (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).

     4.3  Indenture  defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998  (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 Shawmut Bank Connecticut,  National  Association  (formerly known as
The Connecticut  National Bank)  (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 9% Notes
(incorporated  by reference to Exhibit  (4)(i)(c) to Annual  Report on Form 10-K
for year ended January 2, 1988).
(b) 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).

     4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).

     4.6 Rights  Agreement  Amendment,  dated  December  16,  1987 to the Rights
Agreement,  dated February 26, 1986  (incorporated  by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).

     4.7 Rights Agreement  Amendment No. 2 to the Rights  Agreement,  dated July
20, 1990 to the Rights  Agreement,  dated February 26, 1986 as amended  December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).

     4.8 Rights Agreement  Amendment No. 3, dated October 24, 1991 to the Rights
Agreement,  dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990  (incorporated  by reference to Exhibit  (4)(i) to Quarterly  Report on
Form 10-Q for quarter ended September 28, 1991).

     4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.

     4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).
4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks  (incorporated  by reference to Exhibit  (4)(vi) to Annual  Report on Form
10-K for the year ended December 31, 1994).

     5 Opinion of Tyler Cooper & Alcorn dated September 11, 1995 with respect to
the legality of the Common Stock (and  associated  Stock Purchase  Rights) being
registered hereby is filed herewith.

      23.1 Consent of Independent Auditors dated September 6, 1995 is filed 
herewith.

      23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5 to this Registration Statement).

     24 Power of attorney authorizing the signing of the Registration  Statement
and amendments  thereto on behalf of the Registrant's  officers and directors is
filed herewith.

     99 The Stanley Works Stock Option Plan for Non-Employee Directors.