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

                     Note: The following sets forth the text of the
                     company's press release issued on May 10, 2002 and
                     supercedes the text of the release set forth in the
                     company's filing pursuant to Rule 425 on May 13, 2002.

                     The Stanley Works Announces Revote Plans

                       NEW BRITAIN, Conn., 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: "Stanley's integrity is the most important
                       asset of our company. Even the appearance of
                       impropriety is unacceptable. That is why the
                       decision was made to proceed with a revote. However,
                       our strategy has not changed. Enabling our company
                       to better compete by leveling the global playing
                       field is strategically important and highly
                       beneficial for our shareowners, employees, customers
                       and all our other stakeholders. Being competitive 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 U.S. income."

                       In the interest of ensuring that all our shareowners
                       have the opportunity to participate in this
                       important decision, the company will hold a special
                       meeting as promptly as possible to allow shareowners
                       to vote on reincorporation.

                       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.

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

                       The foregoing does not constitute an offer of any
                       securities for sale, or an offer or invitation to
                       purchase any securities. A registration statement on
                       form S-4 has been filed with the Securities and
                       Exchange Commission ("SEC") containing a form of
                       proxy statement / prospectus with respect to the
                       reincorporation, providing details of the
                       transaction. This registration statement will be
                       available at the SEC's web site,
                       When finalized, these documents will be available at
                       the SEC's web site and Stanley's web site,
              Investors should read
                       these documents before making a decision concerning
                       the transaction.

                       The Stanley Works, its officers and directors may be
                       deemed to be participants in the solicitation of
                       proxies from shareowners in favor of the
                       reincorporation. Information about the directors and
                       executive officers and ownership of stock is set
                       forth in the aforementioned Form S-4.

                       SOURCE The Stanley Works

                       CONTACT: Investors - Gerard J. Gould, Vice President,
                       Investor Relations, +1-860-827-3833,
             , Media - Peter Duda, Media
                       Relations, +1-212-445-8213,