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

                         Frequently Asked Questions

Will The Stanley Works remain on the New York Stock Exchange?

Yes, the company will continue to be traded on the New York Stock Exchange
using the same symbol (SWK).

Will Stanley World Headquarters relocate?


How will this affect day-to-day operations?

There will be essentially no impact on how the company will conduct its
daily operations.

     1.   Corporate offices will remain in the New Britain, Connecticut

     2.   There will be no change in applicable accounting standards.

     3.   There are no plants, distribution centers, customer relationships
          or vendor relationships that will change because of this

For shareholders of Stanley common stock, what are the tax implications
associated with this transaction?


     1.   For individuals that own stock held in the company 401(k) plan or
          in a qualified individual retirement account, there will be no
          tax owed as a result of this transaction.

     2.   For shares owned in the Employee Stock Purchase Plan or other
          shares purchased privately, upon the completion of the Stanley
          incorporation change, all SWK shares will automatically convert
          to the right to receive shares in The Stanley Works, Ltd., a
          Bermuda-based company. Generally, shareowners will recognize as
          gain any appreciation in the market value of SWK shares over
          their cost basis as a result of such exchange. Assuming continued
          appreciation in the value of SWK stock, this represents an
          acceleration of tax that would normally have to be paid by
          shareholders upon the subsequent disposition of shares at some
          point in the future.

          Additionally, shareholders will not be permitted to recognize any
          loss realized on SWK shares exchanged where the cost basis of
          such stock exceeds the fair market value of SWK stock at the time
          of the exchange.

          In such a case, the aggregate tax basis in the Bermuda stock
          received would equal the tax basis of the SWK shares exchanged.
          Thus, subject to any subsequent changes in the fair market value
          of the Bermuda based company common shares received, any loss
          would be preserved.

         We urge you to consult your own tax advisors regarding your
particular tax consequences of the reorganization.

Are other companies doing this?

Yes. In fact Ingersoll-Rand, one of our peer companies, completed their
incorporation in December 2001.

What are the benefits of Stanley Works completing the incorporation to

We believe that reincorporating as a Bermuda company will enable us to
realize a variety of potential business, financial and strategic benefits,
including, but not limited to some of the following:

     o    Enhance our ability to access international capital markets

     o    Create greater operational flexibility

     o    Better position the company to manage international cash flows

     o    Create competitive advantages

     o    Enhanced flexibility to manage worldwide tax liabilities and
          reduce global effective tax rate from its current 32% to within
          the range of 23%-25%.

Will the reincorporation dilute my ownership interest?

No, the reincorporation will not dilute your ownership interest.
Shareowners of The Stanley Works will receive the same number of shares of
The Stanley Works, Ltd. as they hold in The Stanley Works. These shares
will have substantially the same attributes as The Stanley Works common

When do you expect the reincorporation to be completed?

We expect to complete it by mid-2002.

What will our activities consist of in Bermuda?

While we will be incorporated in Bermuda, at this point, there are no plans
to move any business operations there.

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 re-incorporation, providing details of the transaction. This
registration statement will be available free of charge 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

The Stanley Works, its officers and directors may be deemed to be
participants in the solicitation of proxies from shareowners in favor of
the re-incorporation. Information about the directors and executive
officers and ownership of stock is set forth in the aforementioned Form
S-4. The foregoing contains forward-looking statements. Cautionary
statements accompanying these forward-looking statements are set forth,
along with this news release, in the aforementioned Form S-4.