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): October 10, 2002

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

Connecticut                  1-5244                06-0548860
(State or other            (Commission           (IRS Employer
jurisdiction of             File Number)          Identification
incorporation)                                            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 5.        Other Events.

               In a Press Release attached to this 8-K as Exhibit
               20(i), the company commented on sales and profit
               outlooks and announced that it will acquire Best
               Lock Corporation d.b.a. Best Access Systems and
               has formed an access controls group.

Item 7.        Financial Statements and Exhibits.

   (c) 20(i)   Press Release dated October 10, 2002.

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

                                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:  October 10, 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 October 10, 2002

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

                               20(i)       5

                               20(ii)      7

                                Page 4 of 8 Pages

                                                   Exhibit 20(i)


Stanley Works Comments On Sales And Profit Outlooks; Also Announces Acquisition
of Best Access Systems ... Forms Access Controls Group

New Britain,  Connecticut,  October 10,  2002...The  Stanley  Works (NYSE:  SWK)
announced today that third quarter earnings would be in the range of 61-63 cents
per  fully-diluted  share versus the current  First Call  consensus of 72 cents.
This reduction is  attributable  primarily to the sales and earnings  impacts of
issues in the company's  Mechanics Tools business,  aside from which the company
was on track to meet consensus.  Overall  revenues were down  approximately  1%,
only slightly below  expectations,  net of cooperative  advertising  expenses as
required by EITF 00-25.

Gross  margin  rates  were  down  versus  expectations  primarily  due to severe
production  problems  in  the  Mechanics  Tools  business  associated  with  the
consolidation  of two  domestic  manufacturing  plants and other  restructuring-
related  changes.  The impact of these  problems was partially  offset by a non-
recurring income tax benefit of approximately 6 cents per share. Strength in the
company's  retail sales channels  partially  offset the lost  industrial  sales,
although this had a negative mix effect on gross margins.

Measures to restore  Mechanics  Tools  operations to normal  shipment and profit
levels  have been taken and,  under the  control of a new team,  the  production
issues are gradually  subsiding.  However,  the financial effect will carry over
into the fourth  quarter,  albeit not as severely.  Recovery of the gross margin
rates to  first-half  2002 levels  will most  likely be delayed  until the first
quarter of 2003.

In light of the above,  the company tempered its outlook for the fourth quarter.
It now expects both sales and earnings per  fully-diluted  share to  approximate
prior year fourth  quarter  levels.  In setting  this  expectation,  the company
presumes a timely end to the current  work  stoppage on the west coast docks and
no net sales or earnings  impact in the quarter.  Including  earnings  accretion
expected as a result of the acquisition  described below,  management  expressed
confidence  that 2003  earnings  per fully  diluted  share would grow by a solid
double-digit percentage over expected 2002 earnings.

John M. Trani,  Chairman and Chief  Executive  Officer,  commented:  "The issues
encountered  with Mechanics Tools are  unfortunate,  but it is important to note
that the remainder of our  portfolio  performed in line with  expectations.  The
problems  are well  understood,  and fixes are firmly in place.  Our  ability to
manage  costs and generate  productivity  remains  intact,  and there is further
opportunity ahead."

The company also  announced  that it has entered into a definitive  agreement to
purchase Best Lock Corporation dba Best Access Systems, a global provider of

                                Page 5 of 8 Pages

security access control systems with $250 million in sales. Its products include
mechanical  access  hardware and  electronic  access  controls  that are used in
government offices, military facilities,  entertainment venues, office buildings
and educational facilities worldwide.

Mr. Trani commented:  "The addition of Best Access Systems to the Stanley family
is a significant step in building our service and technology  infrastructures in
the very large  security and safety market.  By combining our current  automatic
door systems and service with Best Access'  mechanical  and  electronic  locking
systems,  service and systems integration,  we will have a $400 million platform
in this market. Importantly, the Best Access sales and service network including
its  internal   architectural   specification   group  yields  additional  sales
representation  for Stanley  commercial  hardware.  We expect to build upon this
platform both organically and through acquisitions."

Closing is subject to certain governmental  approvals,  third-party consents and
customary  conditions,  and is  expected  to occur late in the  fourth  quarter.
Stanley,  which will  finance the $310  million  cash  purchase  using term debt
financing, expects the transaction to be solidly accretive to earnings in 2003.

Merrill Lynch & Co. advised the company on this transaction.

The company's regularly  scheduled quarterly  conference call with its financial
analysts  will be held at  2:00pm  EDT on  Wednesday,  October  16. At that time
management will discuss the matters  detailed above in further detail.  The call
is  accessible  to any  investor  who  wishes  to  listen  via the  Internet  at,   by  selecting  "Events  and  Webcasts"  from  the
"Investor Relations" section of the web page.

The  Stanley  Works,  an S&P 500  company,  is a  worldwide  supplier  of tools,
hardware  and  doors  for  professional,   industrial  and  consumer  use.  More
information about The Stanley Works can be found at
and about Best Access Systems at

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

The Stanley  Works  corporate  press  releases are  available  on the  company's
corporate web site at Click on "Investor Relations"
and then on "News Releases".

                                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 as Exhibit 20(i) to this
Current Report on Form 8-K regarding the company's ability to (i) deliver fourth
quarter 2002 sales and earnings per fully diluted share that  approximate  prior
year fourth quarter levels, (ii) grow 2003 earnings per fully diluted share by a
solid double-digit  percentage over expected 2002 earnings,  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,  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 success of the company's efforts to
redress production problems in its Mechanics Tools business; (ii) the ability to
recruit  and retain a sales  force  comprised  of  employees  and  manufacturers
representatives;  (iii) 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;  (iv) the  success of  recruiting  programs  and other
efforts to deliver positive overall Mac Tools truck count versus the prior year;
(v) the  ability  of the  sales  force  to adapt to  changes  made in the  sales
organization and achieve  adequate  customer  coverage;  (vi) the ability of the
company  to fulfill  demand for its  products;  (vii) the  absence of  increased
pricing  pressures  from  customers  and  competitors  and the ability to defend
market  share in the face of price  competition;  (viii) the  acceptance  of the
company's  new  products  in the  marketplace  as well as the ability to satisfy
demand  for  these   products;   (ix)  the  successful   integration  of  Senior
Technologies,  Inc. and assets of Avnet's Production and Supplies Test division,
which the company recently acquired, with existing businesses of the company and
the achievement of the sales plans for these businesses;  and (x) the receipt of
regulatory and other  approvals  required to close the Best Access  transaction,
the fulfillment of other closing requirements and completion of the acquisition,

                                Page 7 of 8 Pages

the  successful  integration  of Best Access  with  existing  businesses  of the
company and the achievement of the sales plan for the combined businesses.

The company's ability to deliver inventory  reductions 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  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 events  that  cause or may cause
disruption in the company's  distribution and sales networks such as the current
closure of ports on the West Coast, the events of September 11, 2001,  political
unrest and  recessionary  or expansive  trends in the  economies of the world in
which the company operates.

                                Page 8 of 8 Pages