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 24, 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, CT 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 14 Pages

         Item 7.        Financial Statements and Exhibits.

           (c) 20(i)    Press Release dated April 24, 2002.

               20(ii)   Cautionary Statements relating to forward
                        looking statements included in Exhibit 20(i)
                        and made today in a conference call with
                        industry analysts, shareowners and other

         Item 9.        Regulation FD Disclosure.

                        In a press release attached to this 8-K, the company
                        provided earnings guidance for the second quarter and
                        full year 2002 and commentary regarding inventory
                        reductions.  In a conference call with industry
                        analysts, shareowners and other participants, the
                        company reviewed the earnings guidance and commentary
                        regarding inventory reductions.

                               Page 2 of 14 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 24, 2002        By:    /s/ Bruce H. Beatt
                             Name:  Bruce H. Beatt
                             Title: Vice President, General
                                     Counsel and Secretary

                               Page 3 of 14 Pages

                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                              Dated April 24, 2002

                              Exhibit No.   Page

                                 20(i)       5

                                 20(ii)      13

                               Page 4 of 14 Pag

                                                                Exhibit 20(i)



Also Announces Further Business Gains With Wal-Mart & The Home Depot

New Britain,  Connecticut,  April 24,  2002:  The Stanley  Works  (NYSE:  "SWK")
announced  that  first  quarter  net  income  was  $49  million  (56  cents  per
fully-diluted  share)  matching  previous  guidance and the First Call consensus
estimate of Wall Street  analysts,  and  exceeding  last year's  earnings of $47
million or 54 cents per fully-diluted share.

Net sales were $617  million,  1% lower than last year,  on  continued  weakness
across  industrial  tool channels.  Sales were reduced by $5 million each in the
first  quarters  of 2002  and  2001  upon the  reclassification  of  cooperative
advertising  expenses out of selling,  general and  administrative  expenses and
into net sales as the company implemented EITF 00-25.

John M.  Trani,  Chairman  and  Chief  Executive  Officer,  commented:  "Revenue
continues to be impacted by weak global  economies and inventory  corrections at
industrial  customers.  It was clear again this quarter  that we are  benefiting
from recent retail share gains,  at a time when U.S.  retail  markets seem to be
returning to more normal conditions.  There was particular  strength in our U.S.
consumer hand tools and access technologies businesses,  both of which delivered
solid double-digit percentage sales growth. With industrial markets appearing to
have bottomed,  albeit at a low level,  this bodes well for organic sales growth
in the second half."

Selling,  general and  administrative  expenses of $135 million (21.9% of sales)
were $11 million or 150 basis points below comparable first quarter 2001 levels.
First quarter 2002 expenses  included  $2.2 million,  or $.02 per  fully-diluted
share,   of   expenses   related  to  costs   incurred  in  pursuit  of  Bermuda

Resulting operating margin was 13.0%, down 50 basis points from 13.5% last year.
The company also noted that its Mac Tools  business was solidly  profitable  for
the first time since early 1998 as benefits from its ongoing repositioning began
to firmly take hold.

                               Page 5 of 14 Pages

Mr. Trani  continued:  "Again this quarter we dealt with continuing weak markets
and  adjusted our  employment  and  production  accordingly.  Approximately  600
positions  were  eliminated.  Our operations  team continues to rationalize  our
manufacturing structure, and administrative costs are trending downward."

Other-net  included no goodwill  amortization  in 2002, in accordance  with SFAS
142, versus $1.3 million or $.01 per fully-diluted  share in 2001. The company's
income tax rate was 32% versus 33% in the first quarter last year reflecting the
continued benefit of structural changes.  The company expects the 32% rate to be

In the first quarter of 2001, the company  recorded a non-recurring  $29 million
pension-related  gain, offset by an $18 million charge for severance obligations
and an $11 million one-time charge associated with business repositionings.  The
net difference between the one-time pension gain and the one-time  restructuring
and other charges was negligible, and all discussions above exclude such items.

Tools  sales  decreased  2% from  the  first  quarter  of 2001 to $478  million.
Operating  margin was 12.9%  versus  14.7% in the same period  last year.  Doors
segment  sales  increased 4% versus last year's first  quarter to $139  million.
Operating  margin  increased  to 13.4% of sales  compared  with 8.8% last  year.
Despite lower volume and a continuing mix shift to lower-margin retail channels,
performance in both segments  reflected  continuing  productivity gains and SG&A
expense reductions.

The  company  also  indicated  that,  aided  by $15  million  of  net  inventory
reduction,  operating  cash flow was $21 million in the quarter,  representing a
$42 million improvement versus a year ago and the best first quarter performance
since 1996. Debt to capital dropped to 36% from 41% a year ago.

Mr. Trani  continued:  "For the first time in six years,  we generated  positive
free cash flow (before  dividend  payments) in the first quarter.  Since this is
normally a  cash-consuming  quarter,  we are encouraged that full-year free cash
flows will achieve our  objective.  The decline in  inventories  marks the third
consecutive  quarterly  reduction,  and the full-year projected reduction of $60
million is on track."

The company also  announced that Stanley has been named  "category  captain" for
Wal-Mart's  hand-tool  and toolbox  modular in the U.K.  and  Mexico,  expanding
Stanley's product listings and marketing initiatives to those locations.

                               Page 6 of 14 Page

Mr. Trani added:  "Our Wal-Mart and Target programs continue to outpace customer
expectations,  and the result is additional  opportunity.  In addition,  our new
Stanley(R)  Pro Series(TM)  trowel trade offering is now at Lowe's,  and initial
orders  are  being  received  under  our new  alliance  with The Home  Depot for
delivery in the second quarter.

"Our  efforts in the more  traditional  channels are gaining new  momentum.  The
Preview  Dealer  Club  member  count  has  risen  to 8,300  stores  (up 11% from
December),  well on our way to the 9,000 year-end  objective.  Themed promotions
like 'Work Hard . . . Play Hard' - offered quarterly in the traditional  channel
- have  delivered  displays to 5,000 stores.  National  promotions at the co-ops
will generate two and a half times the prior year volume."

The company also  announced that its Stanley  Access  Technologies  division has
been  selected by Wal-Mart to provide  automatic  door  systems for all 192K and
208K ft. sq.  prototype  Supercenter  stores to be constructed in 2002 and 2003.
Also, the division has been selected by The Home Depot to provide automatic door
systems for all new stores to be built from 2002 through 2004.  Stanley  credits
these opportunities to product innovation and excellent customer service.

All of these  developments  have solidified second quarter and second half sales
expectations and, with that,  confidence in recent E.P.S.  guidance continues to
remain  high.  The company  reaffirmed  earnings  guidance  provided on April 3,
specifically   expressing   confidence   that  second   quarter   earnings   per
fully-diluted share will be $.71 - $.73,  consistent with the current First Call
consensus  estimate of $.72, an  improvement  of 22%-26% over the $.58 earned in
the  second  quarter  of 2001.  Management  also  reaffirmed  its full year 2002
guidance  that  earnings per fully  diluted  share are expected to be up 18%-22%
over 2001.  The  company  noted  that this and all  previous  earnings  guidance
excludes any possible benefit from its proposed re-incorporation in Bermuda.

Finally,  the company announced that Institutional  Shareholder Services ("ISS")
has issued a recommendation in favor of Stanley's proposed  re-incorporation  in
Bermuda,  stating:  "The company has been  outperforming  peers and its index in
terms of shareholder returns  consistently in the past five years. Its insertion
into international markets goes hand-in-hand with the request to be domiciled in
Bermuda,  which will make its shares even more liquid.  As such, we believe this
item merits shareholder support."

                               Page 7 of 14 Pages

On April 2, the Securities and Exchange  Commission  declared  effective the S-4
Registration  Statement  filed by The  Stanley  Works,  Ltd.  Proxies and annual
reports have been mailed 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 shareowners.

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

The Stanley Works corporate press releases are available on the company's
Internet web site at  Alternatively,  they are  available
through PR Newswire's  "Company News  On-Call"  service by FAX at  800-758-5804,
ext. 874363.

                               Page 8 of 14 Pages

     Consolidated Statements of Operations and Business Segment Information
           Excluding 2001 Restructuring and Special Credits & Charges
                           First Quarter 2002 vs. 2001
            (Unaudited, Millions of Dollars Except Per Share Amounts)

                                      Restructuring,     Restructuring,
                                     Asset Impairments  Asset Impairments
                                      and Special        and Special
                                       Charges &         Charges &
                                 2002    Credits         Credits      Reported
                               -------  ----------       ----------   ---------
Net sales                       $616.7    $622.3          $(0.7)      $621.6
Cost of sales                    401.2     393.0            5.5        398.5
                                 -----     -----            ---        -----
Gross margin                     215.5     229.3           (6.2)       223.1
                                  34.9%     36.8%                       35.9%
Selling, general
 & administrative                135.1     145.6            3.3        148.9
                                 -----     -----            ---        -----
                                  21.9%     23.4%                       24.0%
Operating profit                  80.4      83.7           (9.5)        74.2
                                  13.0%     13.5%                        11.9%

Interest, net                      6.4       6.6              -           6.6
Other, net                         2.1       6.5           (27.6)       (21.1)
Restructuring & asset impairments    -         -            18.3         18.3
                                  ----      ----           ------       ------
Earnings before income taxes      71.9      70.6            (0.2)        70.4
Income taxes                      23.0      23.3             0.5         23.8
                                  ----      ----             ---         ----
                                  32.0%     33.0%                        33.8%
Net earnings                     $48.9     $47.3           $(0.7)       $46.6
                                 =====     =====           =====        =====
Average shares
 outstanding (diluted)           87,889   87,113          87,113        87,113

Earnings per share (diluted)     $ 0.56   $ 0.54          $ 0.00       $ 0.54
                                 ======   ======           =====        =====

Net sales
    Tools                        $478.0   $488.7          $(0.7)       $488.0
    Doors                         138.7    133.6              -         133.6
                                  -----    -----           -----       ------
    Consolidated                 $616.7   $622.3          $(0.7)       $621.6
                                 ======   ======           =====       ======
Operating profit
    Tools                         $61.8    $71.9          $(9.2)        $62.7
    Doors                          18.6     11.8           (0.3)         11.5
                                   ----     ----           ----          ----
    Consolidated                   80.4     83.7           (9.5)         74.2
                                   ----     ----           ----          ----
Interest, net                       6.4      6.6              -           6.6
Other, net                          2.1      6.5          (27.6)        (21.1)
Restructuring & asset impairments     -        -           18.3          18.3
                                  -----    -----           ----          ----
Earnings before income taxes      $71.9    $70.6          $(0.2)        $70.4
                                  =====    =====           =====        =====

                               Page 9 of 14 Pages

            (Unaudited, Millions of Dollars Except Per Share Amounts)

                                               First Quarter
                                             2002         2001

NET SALES                                   $616.7       $621.6*

  Cost of sales                              401.2        398.5
  Selling, general and administrative        135.1        148.9*
  Interest - net                               6.4          6.6
  Other - net                                  2.1        (21.1)
  Restructuring charge and asset impairments     -         18.3
                                             -----         ----
                                             544.8        551.2*
                                             -----        -----

EARNINGS BEFORE INCOME TAXES                  71.9         70.4
  Income taxes                                23.0         23.8
                                              ----         ----
NET EARNINGS                                 $48.9        $46.6
                                             =====        =====


  Basic                                      $0.57        $0.54
                                             =====        =====

  Diluted                                    $0.56        $0.54
                                             =====        =====

DIVIDENDS PER SHARE                          $0.24        $0.23
                                             =====        =====


         Basic                               85,518      85,897
                                             ======      ======

         Diluted                             87,889      87,113
                                             ======      ======

* In January,  2002 the company adopted  Emerging Issues Task Force (EITF) Issue
Number 00-25 "Vendor Income  Statement  Characterization  of  Consideration to a
Purchaser  of the  Vendor's  Products  or  Services".  EITF 00-25  requires  the
reclassification of certain customer promotional payments previously reported in
selling,  general and administrative  (SG&A) expenses as a reduction of revenue,
and prior periods must be restated for  comparability of results.  First quarter
2001 Net Sales and SG&A are $4.6 million lower than previously published amounts
reflecting reclassification of certain cooperative advertising (co-op) expenses.
The co-op reclassifications for 2001 will be less than 1% of previously reported
Net Sales.
                               Page 10 of 14 Pages

                           CONSOLIDATED BALANCE SHEETS
                        (Unaudited, Millions of Dollars)

                                     March 30          March 31
                                       2002              2001
                                    -----------       ----------
  Cash and cash equivalents           $109.9           $111.4
  Accounts receivable                  566.8            530.0
  Inventories                          394.6            417.6
  Other current assets                  71.8             78.1
                                        ----             ----
     Total current assets            1,143.1          1,137.1
                                     -------          -------
  Property, plant and equipment        490.9            496.8
  Goodwill and other intangibles       235.4            170.6
  Other assets                         194.5            148.9
                                       -----            -----
                                    $2,063.9         $1,953.4
                                    ========          ========

  Short-term borrowings               $301.4           $285.7
  Accounts payable                     249.9            232.5
  Accrued expenses                     258.6            248.2
                                       -----            -----
     Total current liabilities         809.9            766.4
                                       -----            -----

  Long-term debt                       194.8            240.4
  Other long-term liabilities          182.4            187.5
   Shareowners' equity                 876.8            759.1
                                       -----            -----
                                    $2,063.9         $1,953.4
                                    ========         ========

                               Page 11 of 14 Pages

                          SUMMARY OF CASH FLOW ACTIVITY
                        (Unaudited, Millions of Dollars)

                                              First Quarter
                                             2002        2001
                                            ------      ------
   Net earnings                            $48.9        $46.6
   Depreciation and amortization            16.7         22.3
   Restructuring charge and
    asset impairments                          -         18.3
   Other non-cash items                    (15.1)       (30.4)
   Changes in working capital               (5.9)       (46.0)
   Changes in other operating
    assets and liabilities                 (24.1)       (32.0)
                                           -----        -----
   Net cash provided (used) by
    operating activities                    20.5        (21.2)

  Capital and software expenditures        (18.7)       (15.9)
  Proceeds from sales of assets              3.7            -
  Cash dividends on common stock           (20.4)       (19.7)
  Other net investing and financing
    activity                                 9.6         74.6
                                             ---         ----
  Net cash provided (used) by investing
   and financing activities                (25.8)        39.0

Increase (Decrease) in Cash
 and Cash Equivalents                       (5.3)        17.8

Cash and Cash Equivalents,
 Beginning of Period                       115.2         93.6
                                           -----         ----

Cash and Cash Equivalents,
 End of First Quarter                     $109.9       $111.4
                                          ======       ======

                               Page 12 of 14 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 second quarter earnings
per fully-diluted  share of $.71 - $.73,  consistent with the current First Call
consensus  estimate of $.72, an  improvement  of 22%-26% over the $.58 earned in
the second quarter of 2001;  (ii) deliver full year inventory  reductions of $60
million;  and (iii) for the full year 2002,  deliver earnings per  fully-diluted
share 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, including inventory reductions
identified  in the  preceding  paragraph,  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 deliver full year inventory  reductions of $60 million
and  otherwise  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 implement related
control systems, which initiatives include certain facility closures and related

                               Page 13 of 14 Pages

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 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 14 of 14 Pages