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, P.O. BOX 7000
                   NEW BRITAIN, CONNECTICUT                   06050     
                 (Address of Principal Executive Offices)    (Zip Code)

                               THE STANLEY WORKS
                             401(K) SAVINGS PLAN
                             (Full title of the Plan)

                           Stephen S. Weddle, Esquire
                                  The Stanley Works
                          1000 Stanley Drive, P.O. Box 7000
                            New Britain, Connecticut 06050
                         (Name and address of agent for service)

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

<CAPTION>
Title of Securities     Amount to be      Proposed Maximum Offering    Proposed Maximum     Amount of
 to be Registered*       Registered*       Price Per Share**            Aggregate Price**    Filing Fee***
                                                                                                                                    
<S>                     <C>                 <C>                         <C>                  <C>     
Interests in Plan       Indeterminate

Common Stock, $2.50 
 par value per share      5,700,000          $39.00                     $222,300,000         $76,655.17   
<FN>
 *This  Registration Statement covers interests in the Plan and additional  shares of Common Stock purchased in
  accordance with and issuable  under the Plan.  Pursuant to  Rule 416(c), this Registration Statement covers  an
  indeterminate  number  of interests  to  be offered  or  sold  pursuant to  the  Plan described  herein.   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 23, 1994.
 ***Pursuant to General Instruction E  of Form S-8, the Filing Fee is paid only with respect  to the additional
    5,700,000 shares being registered hereby.
</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
Savings Plan.


<PAGE>


                                 INCORPORATION OF CONTENTS OF PRIOR
                         REGISTRATION STATEMENT BY REFERENCE

               This   Registration  Statement  relates  to  a  Registration
          Statement  on Form  S-8,  File No.  33-41612, covering  1,850,000
          shares  of  the Company's  Common Stock  to  be issued  under the
          Savings  Plan  for  Salaried  Employees  of  the  Stanley  Works.
          Pursuant to General Instruction E  of Form S-8, this Registration
          Statement  is being  filed  to register  an additional  5,700,000
          shares of Common Stock  to be sold pursuant to The  Stanley Works
          401(k) Savings Plan (the  "Plan") which resulted from the  merger
          of the Savings  Plan for  Hourly Employees of  The Stanley  Works
          into  the  Savings Plan  for  Salaried Employees  of  The Stanley
          Works, which  resulting Plan became  known as  The Stanley  Works
          401(k)  Savings Plan.   The  contents  of the  prior Registration
          Statement on Form S-8, File No. 33-41612, are incorporated herein
          by reference.


                                       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 latest annual report  of the Company filed pursuant
                    to  Section 13(a) or  15(d) of the  Securities Exchange
                    Act  of  1934  (the  "Exchange  Act"),  or  the  latest
                    prospectus  filed pursuant  to  Rule 424(b)  under  the
                    Securities Act  of  1933 (the  "Securities  Act")  that
                    contains audited financial statements for the Company's
                    latest fiscal year for  which such statements have been
                    filed;

               (2)  all other reports  filed pursuant  to Section 13(a)  or
                    15(d) of the Exchange  Act since the end of  the fiscal
                    year  covered  by  the  annual  report   or  prospectus
                    referred to in (1) above; 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<PAGE>

<PAGE>



          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 (See Item 9, paragraph 4)

          4.1  Restated  Certificate  of  Incorporation   (incorporated  by
               reference to Exhibit (3)(i) to Quarterly Report on Form 10-Q
               for quarter ended June 30, 1990).

          4.2  By-laws  (incorporated by  reference  to Exhibit  (3)(i)  to
               Current Report on Form 8-K dated September 1, 1993).

<PAGE>                                          2.





          4.3  Indenture defining  the rights of holders  of 9-1/4% Sinking
               Fund Debentures Due 2016, 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  9-1/4%  Sinking  Fund Debentures  (incorporated  by
                    reference to Exhibit (a)(4)(ii)  to Quarterly Report on
                    Form 10-Q for year ended January 2, 1988).

               (b)  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).

               (c)  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  Facility  Agreement  providing   for  the  DFL   100,000,000
               borrowing  by   Stanley-Bostitch,  S.A.,  S.I.C.F.O.-Stanley
               S.A., and Societe de Fabrications Bostitch S.A.,  guaranteed
               by The Stanley  Works, dated March 22, 1991 (incorporated by

<PAGE>                                          3.





               reference to Exhibit (4)(i) to Quarterly Report on Form 10-Q
               for quarter ended June 29, 1991).

          4.10 Credit  Agreement, effective  January 1, 1988,  with Shawmut
               Bank  Connecticut, National  Association (formerly  known as
               The Connecticut National Bank) (incorporated by reference to
               Exhibit (4)(v) to  Quarterly Report on Form 10-Q for quarter
               ended June 29, 1991).

          4.11 Credit Agreement, effective June  1, 1991, with Mellon Bank,
               N.A.  (incorporated  by  reference  to  Exhibit  (4)(vi)  to
               Quarterly Report  on Form  10-Q for  quarter ended  June 29,
               1991).

          4.12 Credit Agreements,  dated as  of April 1,  1992, with  seven
               banks (incorporated by reference to Exhibit (4) to Quarterly
               Report on Form 10-Q for quarter ended March 28, 1992).

               (a)  Agreements extending the termination date of the Credit
                    Agreements to  April 1, 1996 (incorporated by reference
                    to Exhibit  (4)(vii)(a) to  Annual Report on  Form 10-K
                    for the year ended January 1, 1994).

          4.13 Credit Agreement, dated August  25, 1993, between Societe de
               Fabrications Bostitch S.A.  and Citibank N.A.  guaranteed by
               The  Stanley  Works (incorporated  by  reference  to Exhibit
               (4)(viii) to Annual Report  on Form 10-K for the  year ended
               January 1, 1994).

          4.14 Credit Agreement,  dated August 25,  1993, between  Stanley-
               Bostitch, S.A.  and Citibank N.A. guaranteed  by The Stanley
               Works (incorporated  by  reference  to  Exhibit  (4)(ix)  to
               Annual Report on  Form 10-K  for the year  ended January  1,
               1994).

          4.15 Credit Agreement, dated August  25, 1993, between S.I.C.F.O.
               - Stanley  S.A. and Citibank N.A. guaranteed  by The Stanley
               Works (incorporated by reference to Exhibit (4)(x) to Annual
               Report on Form 10-K for the year ended January 1, 1994).

          5.1  Opinion of  Tyler Cooper &  Alcorn dated September  28, 1994
               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 23, 1994 is
               filed herewith.

          23.2 Consent of Tyler Cooper  & Alcorn (incorporated by reference
               to Exhibit 5.1 to this Registration Statement).



<PAGE>                                          4.





          24   Manually signed  copy of  power of attorney  authorizing the
               signing of the Registration Statement and amendments thereto
               on  behalf of  the  Registrant's officers  and directors  if
               filed herewith.

          28   The Stanley Works 401(k) Saving Plan.

          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;

                    (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  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.

<PAGE>                                          5.





          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.

          4.   Pursuant to Item 8  of Form S-8, the undersigned  registrant
          undertakes  that the registrant will  submit or has submitted the
          Plan and  any amendment thereto  to the Internal  Revenue Service
          (the "IRS")  in a timely manner  and has made, or  will make, all
          changes required by the IRS in order to qualify the Plan.
















<PAGE>                                          6.





                                      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 28, 1994.

                                        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 28, 1994  
          Richard H. Ayers         Chief
                                   Executive Officer
                                   and Director


          Richard Huck             Vice President,     September 28, 1994  
          Richard Huck             Finance and Chief
                                   Financial Officer
















<PAGE>                                          7.





          NAME                     TITLE               DATE



               
                  *                Director            September 28, 1994
          Stillman B. Brown       

                                
                  *                Director            September 28, 1994
          Edgar R. Fielder     


                  *                Director            September 28, 1994
          James G. Kaiser     


                  *                Director            September 28, 1994
          Eileen S. Kraus       


                  *                Director            September 28, 1994
          Gerald A. Lamb      


                  *                Director            September 28, 1994
          George A. Lorch       


                  *                Director            September 28, 1994
          Walter J. McNerney     


                  *                Director            September 28, 1994
          Gertrude G. Michelson   


                  *                Director            September 28, 1994
          John S. Scott


                  *                Director            September 28, 1994
          Hugo E. Uyterhoeven


                  *                Director            September 28, 1994
          Walter W. Williams






<PAGE>                                          8.





          *  By:Stephen S. Weddle                      September 28, 1994
                Stephen S. Weddle
                (As Attorney-in-Fact)

                    The  Plan.    Pursuant   to  the  requirements  of  the
          Securities Act  of 1933,  the Plan Administrator  of The  Stanley
          Works  401(k)  Savings Plan  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 28, 1994.

                                        THE STANLEY WORKS
                                        (as Plan Administrator)



                                        By:Macy W. Reid                    
                                           Name:   Macy W. Reid
                                           Title:  Director of Compensation
                                                    & Benefits

































<PAGE>                                          9.





                                    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 June 30, 1990).

               4.2       By-laws (incorporated  by reference
                         to Exhibit (3)(i) to Current Report
                         on  Form  8-K  dated  September  1,
                         1993).

               4.3       Indenture  defining  the rights  of
                         holders  of   9-1/4%  Sinking  Fund
                         Debentures  Due 2016,  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   9-1/4%
                         Sinking       Fund       Debentures
                         (incorporated   by   reference   to
                         Exhibit  (a)(4)(ii)   to  Quarterly
                         Report  on Form 10-Q for year ended
                         January 2, 1988).

               (b)       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>                                          i.





          Exhibit No.                                                 Page

               (c)       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       Facility  Agreement  providing  for
                         the  DFL  100,000,000 borrowing  by
                         Stanley-Bostitch, S.A., S.I.C.F.O.-
                         Stanley   S.A.,   and  Societe   de
                         Fabrications     Bostitch     S.A.,
                         guaranteed  by  The Stanley  Works,
                         dated March  22, 1991 (incorporated
                         by reference to  Exhibit (4)(i)  to


<PAGE>                                         ii.





                         Quarterly Report on  Form 10-Q  for
                         quarter ended June 29, 1991).

          Exhibit No.                                                 Page

               4.10      Credit Agreement, effective January
                         1,   1988,    with   Shawmut   Bank
                         Connecticut,  National  Association
                         (formerly known  as The Connecticut
                         National  Bank)  (incorporated   by
                         reference  to   Exhibit  (4)(v)  to
                         Quarterly Report on  Form 10-Q  for
                         quarter ended June 29, 1991).

               4.11      Credit Agreement, effective June 1,
                         1991,   with   Mellon  Bank,   N.A.
                         (incorporated   by   reference   to
                         Exhibit (4)(vi) to Quarterly Report
                         on Form 10-Q for quarter ended June
                         29, 1991).

               4.12      Credit  Agreements,   dated  as  of
                         April  1,  1992,  with seven  banks
                         (incorporated   by   reference   to
                         Exhibit (4) to Quarterly  Report on
                         Form 10-Q for  quarter ended  March
                         28, 1992).

               (a)       Agreements       extending      the
                         termination  date   of  the  Credit
                         Agreements   to   April   1,   1996
                         (incorporated   by   reference   to
                         Exhibit   (4)(vii)(a)   to   Annual
                         Report  on Form  10-K for  the year
                         ended January 1, 1994).

               4.13      Credit Agreement,  dated August 25,
                         1993,     between    Societe     de
                         Fabrications   Bostitch  S.A.   and
                         Citibank  N.A.  guaranteed  by  The
                         Stanley   Works  (incorporated   by
                         reference  to Exhibit  (4)(viii) to
                         Annual  Report on Form 10-K for the
                         year ended January 1, 1994).

               4.14      Credit Agreement,  dated August 25,
                         1993,   between   Stanley-Bostitch,
                         S.A.  and Citibank  N.A. guaranteed
                         by The  Stanley Works (incorporated
                         by reference to Exhibit  (4)(ix) to
                         Annual Report on Form 10-K  for the
                         year ended January 1, 1994).

<PAGE>                                         iii.


          Exhibit No.                                                 Page

               4.15      Credit Agreement,  dated August 25,
                         1993, between  S.I.C.F.O. - Stanley
                         S.A.  and Citibank  N.A. guaranteed
                         by The  Stanley Works (incorporated
                         by reference to  Exhibit (4)(x)  to
                         Annual Report on  Form 10-K for the
                         year ended January 1, 1994).

               5.1       Opinion of Tyler Cooper & Alcorn             15
                         dated   September  28,   1994  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              18
                         dated September 23,  1994 is  filed
                         herewith.

               23.2      Consent of Tyler Cooper & Alcorn 
                         (incorporated   by   reference   to
                         Exhibit  5.1  to this  Registration
                         Statement).

               24        Manually signed copy of power of             20
                         attorney authorizing the signing of
                         the   Registration  Statement   and
                         amendments thereto on behalf of the
                         Registrant's officers and directors
                         if filed herewith.

               99.1      The Stanley Works 401(k) Saving              23
                         Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34487}]
{"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": "033-55663", "film-number": "94550846"}, "business-address": {"street1": "1000 STANLEY DR", "street2": "P O BOX 7000", "city": "NEW BRITAIN", "state": "CT", "zip": "06053", "phone": "2032255111"}}
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, P.O. BOX 7000
                   NEW BRITAIN, CONNECTICUT                   06050     
                 (Address of Principal Executive Offices)    (Zip Code)

                               THE STANLEY WORKS
                             401(K) SAVINGS PLAN
                             (Full title of the Plan)

                           Stephen S. Weddle, Esquire
                                  The Stanley Works
                          1000 Stanley Drive, P.O. Box 7000
                            New Britain, Connecticut 06050
                         (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***
Interests in Plan       Indeterminate

Common Stock, $2.50 
 par value per share      5,700,000          $39.00                     $222,300,000         $76,655.17
*This  Registration Statement covers interests in the Plan and additional  shares of Common Stock purchased in
  accordance with and issuable  under the Plan.  Pursuant to  Rule 416(c), this Registration Statement covers  an
  indeterminate  number  of interests  to  be offered  or  sold  pursuant to  the  Plan described  herein.   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 23, 1994.
 ***Pursuant to General Instruction E  of Form S-8, the Filing Fee is paid only with respect  to the additional
    5,700,000 shares being registered hereby.
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
Savings Plan.
INCORPORATION OF CONTENTS OF PRIOR
                         REGISTRATION STATEMENT BY REFERENCE

               This   Registration  Statement  relates  to  a  Registration
          Statement  on Form  S-8,  File No.  33-41612, covering  1,850,000
          shares  of  the Company's  Common Stock  to  be issued  under the
          Savings  Plan  for  Salaried  Employees  of  the  Stanley  Works.
          Pursuant to General Instruction E  of Form S-8, this Registration
          Statement  is being  filed  to register  an additional  5,700,000
          shares of Common Stock  to be sold pursuant to The  Stanley Works
          401(k) Savings Plan (the  "Plan") which resulted from the  merger
          of the Savings  Plan for  Hourly Employees of  The Stanley  Works
          into  the  Savings Plan  for  Salaried Employees  of  The Stanley
          Works, which  resulting Plan became  known as  The Stanley  Works
          401(k)  Savings Plan.   The  contents  of the  prior Registration
          Statement on Form S-8, File No. 33-41612, are incorporated herein
          by reference.

                                       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 latest annual report  of the Company filed pursuant
                    to  Section 13(a) or  15(d) of the  Securities Exchange
                    Act  of  1934  (the  "Exchange  Act"),  or  the  latest
                    prospectus  filed pursuant  to  Rule 424(b)  under  the
                    Securities Act  of  1933 (the  "Securities  Act")  that
                    contains audited financial statements for the Company's
                    latest fiscal year for  which such statements have been
                    filed;

               (2)  all other reports  filed pursuant  to Section 13(a)  or
                    15(d) of the Exchange  Act since the end of  the fiscal
                    year  covered  by  the  annual  report   or  prospectus
                    referred to in (1) above; 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 (See Item 9, paragraph 4)

          4.1  Restated  Certificate  of  Incorporation   (incorporated  by
               reference to Exhibit (3)(i) to Quarterly Report on Form 10-Q
               for quarter ended June 30, 1990).

          4.2  By-laws  (incorporated by  reference  to Exhibit  (3)(i)  to
               Current Report on Form 8-K dated September 1, 1993).
2.

          4.3  Indenture defining  the rights of holders  of 9-1/4% Sinking
               Fund Debentures Due 2016, 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  9-1/4%  Sinking  Fund Debentures  (incorporated  by
                    reference to Exhibit (a)(4)(ii)  to Quarterly Report on
                    Form 10-Q for year ended January 2, 1988).

               (b)  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).

               (c)  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  Facility  Agreement  providing   for  the  DFL   100,000,000
               borrowing  by   Stanley-Bostitch,  S.A.,  S.I.C.F.O.-Stanley
               S.A., and Societe de Fabrications Bostitch S.A.,  guaranteed
               by The Stanley  Works, dated March 22, 1991 (incorporated by
3.

               reference to Exhibit (4)(i) to Quarterly Report on Form 10-Q
               for quarter ended June 29, 1991).

          4.10 Credit  Agreement, effective  January 1, 1988,  with Shawmut
               Bank  Connecticut, National  Association (formerly  known as
               The Connecticut National Bank) (incorporated by reference to
               Exhibit (4)(v) to  Quarterly Report on Form 10-Q for quarter
               ended June 29, 1991).

          4.11 Credit Agreement, effective June  1, 1991, with Mellon Bank,
               N.A.  (incorporated  by  reference  to  Exhibit  (4)(vi)  to
               Quarterly Report  on Form  10-Q for  quarter ended  June 29,
               1991).

          4.12 Credit Agreements,  dated as  of April 1,  1992, with  seven
               banks (incorporated by reference to Exhibit (4) to Quarterly
               Report on Form 10-Q for quarter ended March 28, 1992).

               (a)  Agreements extending the termination date of the Credit
                    Agreements to  April 1, 1996 (incorporated by reference
                    to Exhibit  (4)(vii)(a) to  Annual Report on  Form 10-K
                    for the year ended January 1, 1994).

          4.13 Credit Agreement, dated August  25, 1993, between Societe de
               Fabrications Bostitch S.A.  and Citibank N.A.  guaranteed by
               The  Stanley  Works (incorporated  by  reference  to Exhibit
               (4)(viii) to Annual Report  on Form 10-K for the  year ended
               January 1, 1994).

          4.14 Credit Agreement,  dated August 25,  1993, between  Stanley-
               Bostitch, S.A.  and Citibank N.A. guaranteed  by The Stanley
               Works (incorporated  by  reference  to  Exhibit  (4)(ix)  to
               Annual Report on  Form 10-K  for the year  ended January  1,
               1994).

          4.15 Credit Agreement, dated August  25, 1993, between S.I.C.F.O.
               - Stanley  S.A. and Citibank N.A. guaranteed  by The Stanley
               Works (incorporated by reference to Exhibit (4)(x) to Annual
               Report on Form 10-K for the year ended January 1, 1994).

          5.1  Opinion of  Tyler Cooper &  Alcorn dated September  28, 1994
               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 23, 1994 is
               filed herewith.

          23.2 Consent of Tyler Cooper  & Alcorn (incorporated by reference
               to Exhibit 5.1 to this Registration Statement).
4.

          24   Manually signed  copy of  power of attorney  authorizing the
               signing of the Registration Statement and amendments thereto
               on  behalf of  the  Registrant's officers  and directors  if
               filed herewith.

          28   The Stanley Works 401(k) Saving Plan.

          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;

                    (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  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.
5.

          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.

          4.   Pursuant to Item 8  of Form S-8, the undersigned  registrant
          undertakes  that the registrant will  submit or has submitted the
          Plan and  any amendment thereto  to the Internal  Revenue Service
          (the "IRS")  in a timely manner  and has made, or  will make, all
          changes required by the IRS in order to qualify the Plan.
6.

                                      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 28, 1994.

                                        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 28, 1994  
          Richard H. Ayers         Chief
                                   Executive Officer
                                   and Director

          Richard Huck             Vice President,     September 28, 1994  
          Richard Huck             Finance and Chief
                                   Financial Officer
7.

          NAME                     TITLE               DATE

               
                  *                Director            September 28, 1994
          Stillman B. Brown       

                                
                  *                Director            September 28, 1994
          Edgar R. Fielder     

                  *                Director            September 28, 1994
          James G. Kaiser     

                  *                Director            September 28, 1994
          Eileen S. Kraus       

                  *                Director            September 28, 1994
          Gerald A. Lamb      

                  *                Director            September 28, 1994
          George A. Lorch       

                  *                Director            September 28, 1994
          Walter J. McNerney     

                  *                Director            September 28, 1994
          Gertrude G. Michelson   

                  *                Director            September 28, 1994
          John S. Scott

                  *                Director            September 28, 1994
          Hugo E. Uyterhoeven

                  *                Director            September 28, 1994
          Walter W. Williams
8.

          *  By:Stephen S. Weddle                      September 28, 1994
                Stephen S. Weddle
                (As Attorney-in-Fact)

                    The  Plan.    Pursuant   to  the  requirements  of  the
          Securities Act  of 1933,  the Plan Administrator  of The  Stanley
          Works  401(k)  Savings Plan  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 28, 1994.

                                        THE STANLEY WORKS
                                        (as Plan Administrator)

                                        By:Macy W. Reid                    
                                           Name:   Macy W. Reid
                                           Title:  Director of Compensation
                                                    & Benefits
9.

                                    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 June 30, 1990).

               4.2       By-laws (incorporated  by reference
                         to Exhibit (3)(i) to Current Report
                         on  Form  8-K  dated  September  1,
                         1993).

               4.3       Indenture  defining  the rights  of
                         holders  of   9-1/4%  Sinking  Fund
                         Debentures  Due 2016,  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   9-1/4%
                         Sinking       Fund       Debentures
                         (incorporated   by   reference   to
                         Exhibit  (a)(4)(ii)   to  Quarterly
                         Report  on Form 10-Q for year ended
                         January 2, 1988).

               (b)       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).
i.

          Exhibit No.                                                 Page

               (c)       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       Facility  Agreement  providing  for
                         the  DFL  100,000,000 borrowing  by
                         Stanley-Bostitch, S.A., S.I.C.F.O.-
                         Stanley   S.A.,   and  Societe   de
                         Fabrications     Bostitch     S.A.,
                         guaranteed  by  The Stanley  Works,
                         dated March  22, 1991 (incorporated
                         by reference to  Exhibit (4)(i)  to
ii.

                         Quarterly Report on  Form 10-Q  for
                         quarter ended June 29, 1991).

          Exhibit No.                                                 Page

               4.10      Credit Agreement, effective January
                         1,   1988,    with   Shawmut   Bank
                         Connecticut,  National  Association
                         (formerly known  as The Connecticut
                         National  Bank)  (incorporated   by
                         reference  to   Exhibit  (4)(v)  to
                         Quarterly Report on  Form 10-Q  for
                         quarter ended June 29, 1991).

               4.11      Credit Agreement, effective June 1,
                         1991,   with   Mellon  Bank,   N.A.
                         (incorporated   by   reference   to
                         Exhibit (4)(vi) to Quarterly Report
                         on Form 10-Q for quarter ended June
                         29, 1991).

               4.12      Credit  Agreements,   dated  as  of
                         April  1,  1992,  with seven  banks
                         (incorporated   by   reference   to
                         Exhibit (4) to Quarterly  Report on
                         Form 10-Q for  quarter ended  March
                         28, 1992).

               (a)       Agreements       extending      the
                         termination  date   of  the  Credit
                         Agreements   to   April   1,   1996
                         (incorporated   by   reference   to
                         Exhibit   (4)(vii)(a)   to   Annual
                         Report  on Form  10-K for  the year
                         ended January 1, 1994).

               4.13      Credit Agreement,  dated August 25,
                         1993,     between    Societe     de
                         Fabrications   Bostitch  S.A.   and
                         Citibank  N.A.  guaranteed  by  The
                         Stanley   Works  (incorporated   by
                         reference  to Exhibit  (4)(viii) to
                         Annual  Report on Form 10-K for the
                         year ended January 1, 1994).

               4.14      Credit Agreement,  dated August 25,
                         1993,   between   Stanley-Bostitch,
                         S.A.  and Citibank  N.A. guaranteed
                         by The  Stanley Works (incorporated
                         by reference to Exhibit  (4)(ix) to
                         Annual Report on Form 10-K  for the
                         year ended January 1, 1994).
iii.

          Exhibit No.                                                 Page

               4.15      Credit Agreement,  dated August 25,
                         1993, between  S.I.C.F.O. - Stanley
                         S.A.  and Citibank  N.A. guaranteed
                         by The  Stanley Works (incorporated
                         by reference to  Exhibit (4)(x)  to
                         Annual Report on  Form 10-K for the
                         year ended January 1, 1994).

               5.1       Opinion of Tyler Cooper & Alcorn             15
                         dated   September  28,   1994  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              18
                         dated September 23,  1994 is  filed
                         herewith.

               23.2      Consent of Tyler Cooper & Alcorn 
                         (incorporated   by   reference   to
                         Exhibit  5.1  to this  Registration
                         Statement).

               24        Manually signed copy of power of             20
                         attorney authorizing the signing of
                         the   Registration  Statement   and
                         amendments thereto on behalf of the
                         Registrant's officers and directors
                         if filed herewith.

               99.1      The Stanley Works 401(k) Saving              23
                         Plan.