Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 3, 2002

                        The Stanley Works
         (Exact name of registrant as specified in charter)

  Connecticut               1-5224                        06-0548860
---------------         -------------                  -------------------
(State or other          (Commission                   (IRS Employer
jurisdiction of          File Number)                   Identification No.)

1000 Stanley Drive, New Britain, Connecticut            06053
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (860) 225-5111

                                 Not Applicable
(Former name or former address, if changed since last report)

                       Exhibit Index is located on Page 4
                                Page 1 of 8 Pages

         Item 7.       Financial Statements and Exhibits.

           (c) 20(i)   Press Release dated April 3, 2002.

               20(ii)  Cautionary Statements relating to forward
                       looking statements included in Exhibit 20(i).

         Item 9.       Regulation FD Disclosure.

                       In a press release attached to this 8-K, the
                       company provided earnings guidance for the
                       first quarter, second quarter and full year
                       2002 and commentary regarding cash generation.

                                Page 2 of 8 Pages


Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             THE STANLEY WORKS

Date:  April 3, 2002         By:     /s/ Bruce H. Beatt
                             Name:  Bruce H. Beatt
                             Title: Vice President, General
                                    Counsel and Secretary

                                Page 3 of 8 Pages

                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                               Dated April 3, 2002

                                Exhibit No.   Page
                                -----------   ----

                                 20(i)         5

                                 20(ii)        7

                                Page 4 of 8 Pages

                                                            Exhibit 20(i)




New Britain,  Connecticut,  April 3, 2002 ... The  Stanley  Works  (NYSE:   SWK)
today  indicated its comfort with the current First Call  consensus  estimate of
$.56 per  fully-diluted  share for its first  quarter ended March 30, up 4% over
last  year and above  previous  guidance  of $.55 per  fully-diluted  share.  As
expected, revenues were approximately flat with the prior year. The company also
indicated that,  aided by significant  inventory  reductions,  cash generated by
operations  would be among the best first quarter  performances  since 1996. The
company  will  report  results  on April 24, as  scheduled,  and will  conduct a
conference call for analysts at that time.

John Trani,  Chairman and Chief  Executive  Officer,  stated:  "Revenues were on
track with our guidance.  It is clear that we are benefiting  from recent retail
share gains, and consumer markets are improving.  The industrial  markets appear
to have bottomed;  and some recovery is apparent,  for example in our Hydraulics
Tools and Access Technologies businesses.

Mr.  Trani  added:   "Our  Wal-Mart   program   continues  to  outpace  customer
expectations and the results are generating  promotional  opportunities  for the
rest of the year. Our program at Target  continues to gain momentum with results
consistently  exceeding  the  customer's  expectations.  In  addition,  we  have
recently  placed our new  Stanley(R)  Pro Series(TM)  trowel  trade  offering at
Lowe's and initial  orders are being  received  under our new alliance  with The
Home Depot for delivery in the second quarter.  Finally,  our Mac Tools business
is solidly profitable for the first time since early 1998."

All of these  efforts  have  solidified  second  quarter  and second  half sales
expectations and with that confidence in our E.P.S. guidance has grown.

As a result,  management  expressed  confidence that second quarter earnings per
fully-diluted share will be $.71-$.73, exceeding the current First Call estimate

                               Page 5 of 8 Pages

of $.68.  This  represents an improvement of 22%-26% over the $.58 earned in the
second quarter of 2001. For the full year 2002, earnings per fully diluted share
are  expected  to be on the  high  end of the  range of  previous  guidance  (up

The company also noted that this and all previous earnings guidance excludes any
possible benefit from its proposed re-incorporation in Bermuda.

Finally, the company announced that, after completing its review, the Securities
and Exchange Commission declared effective the S-4 Registration  Statement filed
by The Stanley Works, Ltd.  Proxies and annual reports will be mailed this week,
and the company's annual meeting of shareowners has been scheduled for Thursday,
May 9 in New  Britain,  Connecticut.  At  that  time  the  company's  previously
announced  proposal  to  re-incorporate  in  Bermuda  will be voted  upon by its

The Stanley Works, an S&P 500 company,  is a worldwide  supplier of tools,  door
systems and related hardware for professional, industrial and consumer use.

Contact:  Gerard J. Gould
          Vice President, Investor Relations
          (860) 827-3833

This press release contains  forward-looking  statements.  Cautionary statements
accompanying  these  forward-looking  statements are set forth,  along with this
news release,  in a Form 8-K filed with the Securities  and Exchange  Commission
today. The Stanley Works corporate press releases are available on the company's
Internet web site at

                                Page 6 of 8 Pages

                                                               Exhibit 20(ii)

                              CAUTIONARY STATEMENTS

           Under the Private Securities Litigation Reform Act of 1995

Statements in the company's  press  release  attached to this Current  Report on
Form 8-K  regarding the  company's  ability to (i) deliver  earnings of $.56 per
fully-diluted  share for the first  quarter  2002,  up 4% over the first quarter
2001;  (ii) deliver cash generated by operations for the first quarter among the
best first  quarter  performances  since  1996;  (iii)  achieve  second  quarter
earnings per  fully-diluted  share of $.71 - $.73, an improvement of 22-26% over
the second  quarter of 2001; and (iv) for the full year 2002,  achieve  earnings
per fully-diluted  share on the high end of the range of previous guidance of up
18-22% from the full year 2001, are forward  looking and  inherently  subject to
risk and uncertainty.

The  company's  ability to achieve the  earnings  objectives  identified  in the
preceding  paragraph  is  dependent  on  both  internal  and  external  factors,
including the success of the company's  marketing and sales efforts,  continuing
improvements  in  productivity  and cost  reductions and continued  reduction of
selling,  general and  administrative  expenses as a  percentage  of sales,  the
strength of the United  States  economy and the strength of foreign  currencies,
including, without limitation, the Euro.

The  company's  ability to achieve the  expected  level of revenues is dependent
upon a number of  factors,  including  (i) the  ability to recruit  and retain a
sales force comprised of employees and manufacturers  representatives,  (ii) the
success of The Home Depot and Wal-Mart  programs,  and of other  initiatives  to
increase  retail sell through and stimulate  demand for the company's  products,
(iii) the  ability  of the  sales  force to adapt to  changes  made in the sales
organization and achieve  adequate  customer  coverage,  (iv) the ability of the
company to fulfill demand for its products, (v) the absence of increased pricing
pressures from customers and  competitors and the ability to defend market share
in the face of price  competition,  and (vi) the acceptance of the company's new
products in the  marketplace  as well as the ability to satisfy demand for these

The  company's  ability  to  improve  its  productivity  and to  lower  the cost
structure is dependent on the success of various  initiatives  that are underway
or are being  developed to improve  manufacturing  and sales  operations  and to

                                Page 7 of 8 Pages

implement related control systems,  which  initiatives  include certain facility
closures and related workforce  reductions expected to be completed in 2002. The
success of these  initiatives is dependent on the company's  ability to increase
the  efficiency  of its routine  business  processes,  to develop and  implement
process control systems, to mitigate the effects of any material cost inflation,
to develop and execute  comprehensive  plans for  facility  consolidations,  the
availability  of  vendors  to  perform  outsourced  functions,   the  successful
recruitment  and training of new  employees,  the resolution of any labor issues
related to closing  facilities,  the need to respond to  significant  changes in
product  demand  while  any  facility  consolidation  is in  process  and  other
unforeseen events.

The company's ability to continue to reduce selling,  general and administrative
expenses as a percentage  of sales is dependent on various  process  improvement
activities,  the continued success of changes to the sales  organization and the
reduction of transaction costs.

The company's  ability to show cash  generation  for the first quarter among the
best first quarter  performances  since 1996 is dependent on achieving the first
quarter  earnings growth and the continued  success of improvements in processes
to manage inventory and receivables levels.

The company's  ability to achieve the  objectives  discussed  above will also be
affected by external  factors.  These external  factors include pricing pressure
and other changes within  competitive  markets,  the continued  consolidation of
customers  in  consumer  channels,  increasing  competition,  changes  in trade,
monetary  and  fiscal   policies   and  laws,   inflation,   currency   exchange
fluctuations,  the  impact  of  dollar/foreign  currency  exchange  rates on the
competitiveness of products,  the impact of the events of September 11, 2001 and
recessionary  or  expansive  trends in the  economies  of the world in which the
company operates.

                                Page 8 of 8 Pages