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 5, 2004

                                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)

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Item 5.     Other Events.

Institutional  Shareholder  Services  ("ISS")  requested  that The Stanley Works
("Stanley") provide ISS with additional  information about tax fees that Stanley
reported in its March 29, 2004 Proxy  Statement  for its 2004 Annual  Meeting of
Shareholders. ISS further requested that Stanley publish this information either
in a Form 8-K filing or in a press release.  The following is the information we
provided to ISS:


The  following  table sets forth fees  billed by Ernst & Young LLP for  services
rendered in 2003:

Audit Fees                                                          $  795,000
Audit-Related Fees                                                   1,955,000
Tax Fees:  Preparation and Compliance                                  584,000
Total Audit, Audit Related and
  Tax Preparation and Compliance Fees                               $3,334,000

Other Non-audit Fees:
  Tax Fees:  Planning and Consulting                                $2,351,000
  All Other Fees                                                           -0-
Total Other Fees                                                    $2,351,000

TOTAL FEES                                                          $5,685,000

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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 5, 2004                    By:     /s/ Bruce H. Beatt
                                        Name:   Bruce H. Beatt
                                        Title:  Vice President, General
                                                Counsel and Secretary

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