Filer: The Stanley Works
                                                 Pursuant to Rule 425 under
                                                 the Securities Act of 1933
                                               and deemed filed pursuant to
                       Rule 14a-12(b) under Securities Exchange Act of 1934
                                         Subject Company: The Stanley Works
                                                Commission File No.: 1-5224
                                      Registration Statement No.: 333-82382




New Britain, Connecticut, May 10, 2002 ... The Stanley Works (NYSE: SWK)
announced today that its Board of Directors has authorized a revote on the
Bermuda reincorporation. Although the company believes that the shareowner
vote was fair and appropriate, it acknowledges concerns raised at
yesterday's shareowners meeting that some people may have been confused
about 401K plan voting procedures.

John M. Trani, Chairman and Chief Executive Officer, stated: "Management
took appropriate actions in an effort to accurately inform employees of
voting procedures associated with the 401K plan including sending out a
clarifying memo to participants with a duplicate proxy voting card attached
after it discovered an inadvertent error in a previous communication. Any
suggestion or statement to the contrary is not indicative of a full
understanding of the facts. Whether the actions were sufficient to allay
potential confusion regarding 401K voting procedures is a matter of
opinion. Since even the appearance of an unfair vote is unacceptable to us,
we have decided to proceed with a revote.

Mr. Trani added: "Leveling of the global playing field and enabling our
company to better compete are of high strategic importance to us, and
benefit our shareowners, employees, customers and all our other
stakeholders. Enabling our company to better compete against other
multinational companies is the best way to preserve U.S. jobs. A
legislative overhaul of the tax system is preferred but, until that
happens, we must proceed in the best available manner. Upon the planned
reincorporation, Stanley will continue to pay significant amounts of U.S
taxes on our domestic income. We need to take these steps to level the
playing field in order to compete in the global marketplace."

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

       Investors contact:                      Media contact:
       ------------------                      --------------
       Gerard J. Gould                         Peter Duda
          Vice President, Investor Relations      Media Relations
        (860) 827-3833                         (212) 445-8213      

The Stanley Works corporate press releases are available on the company's
internet web site at