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
                         1990 STOCK OPTION 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      3,500,000       $44.625                       $156,187,500         $53,857.76

<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.

***Pursuant  to General  Instruction  E of Form S-8, the Filing Fee is paid only
with respect to the additional 3,500,000 shares being registered hereby.
</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 1990 Stock Option 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. 33-39553,  covering 2,675,000 shares of the Company's Common Stock
to be issued under The Stanley Works 1990 Stock Option Plan. Pursuant to General
Instruction  E of Form  S-8,  this  Registration  Statement  is  being  filed to
register an additional  3,500,000  shares of Common Stock to be sold pursuant to
The Stanley Works 1990 Stock Option Plan. The contents of the prior Registration
Statement on Form S-8, File No. 33-39553, 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 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.




<PAGE>



  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).


                                                2.

<PAGE>



     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

                                                        3.

<PAGE>



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 1990 Stock Option Plan, as amended.

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

                                        4.

<PAGE>

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.

     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 incorporatd 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
jurisdicton 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).

                                                        
     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).
<PAGE>

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 1990 Stock Option Plan, as amended.







<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21521}]
{"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": "033-62567", "film-number": "95573143"}, "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
    NEW BRITAIN, CONNECTICUT                                       06053
 (Address of Principal Executive Offices)                        (Zip Code)

                            THE STANLEY WORKS
                         1990 STOCK OPTION 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      3,500,000       $44.625                       $156,187,500         $53,857.76
* 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.

***Pursuant  to General  Instruction  E of Form S-8, the Filing Fee is paid only
with respect to the additional 3,500,000 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 1990 Stock Option Plan.
INCORPORATION OF CONTENTS OF PRIOR
                            REGISTRATION STATEMENT BY REFERENCE

         This Registration Statement relates to a Registration Statement on Form
S-8, File No. 33-39553,  covering 2,675,000 shares of the Company's Common Stock
to be issued under The Stanley Works 1990 Stock Option Plan. Pursuant to General
Instruction  E of Form  S-8,  this  Registration  Statement  is  being  filed to
register an additional  3,500,000  shares of Common Stock to be sold pursuant to
The Stanley Works 1990 Stock Option Plan. The contents of the prior Registration
Statement on Form S-8, File No. 33-39553, 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 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).

                                                2.
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

                                                        3.
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 1990 Stock Option Plan, as amended.

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

                                        4.
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.

     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 incorporatd 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
jurisdicton 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 1990 Stock Option Plan, as amended.