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 
                   EMPLOYEE STOCK PURCHASE PLAN 
                     (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      3,000,000        $44.625                      $133,875,000        $46,163.79         
    
<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 Employee Stock Purchase Plan.

<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 Employee Stock Purchase 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.
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 Employee Stock Purchase Plan.
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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 
                   EMPLOYEE STOCK PURCHASE PLAN 
                     (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      3,000,000        $44.625                      $133,875,000        $46,163.79
*  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 Employee Stock Purchase Plan.
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 Employee Stock Purchase 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.
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 Employee Stock Purchase Plan.