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

[Stanley Logo]                      John M. Trani
                                     Chairman & CEO

Date:  April, 2002

To Stanley U.S. 401(k) Plan Participants:

As you know, on February 7 our Board of Directors unanimously approved a plan
to change Stanley's place of incorporation from Connecticut to Bermuda. I
firmly believe this a proper and prudent business decision that is in the best
interests of Stanley shareholders, employees and communities. This is one of
the most important strategic initiatives undertaken in Stanley's proud
history--certainly in my tenure as CEO--and I'm writing to ask each of you for
your support.

Much has been said about this proposal and several negative assertions have
been made--many in the media--regarding this business transaction. I would
like to address these directly and set the record straight:

>>       We believe that the reincorporation will level the playing field
         between Stanley and its foreign competitors. The reincorporation is
         intended to reduce Stanley's global tax rate, provide greater cash
         flow and strengthen Stanley's worldwide competitive position. The
         reincorporation WILL NOT eliminate Stanley's payment of U.S. income
         taxes. In fact, our objective is to grow the Company which would
         generate MORE TAXES. After the reincorporation The Stanley Works will
         continue to accrue and pay U.S. income tax, which is expected to be
         about $60 million at our current sales volume. In the future we
         estimate that each $2 increase in our stock price should generate
         over $30 million in additional U.S. tax revenue. Our goal is to
         continue rewarding our shareholders with higher stock prices. When
         this happens, wealth is created; tax revenue is generated; and
         everybody wins.

>>       We believe that the reincorporation is a proper and prudent business
         decision. The tax treatment of this transaction is provided for under
         Sections 367 and 1248 of the Internal Revenue Code. Corresponding
         regulations were written and placed into law a few years ago. Since
         the new regulations, other companies have completed transactions
         similar to the one Stanley is pursuing.

         Remember that even today, at long-term capital gains tax values, 80%
         of every dollar of share price appreciation goes to the shareowners
         and a maximum 20% to the US government. That will not change.

         The shareowners own the corporation and pay taxes through it
         (corporate tax) and individually (dividends and capital gains).
         Through growing earnings both the shareowners and government benefit
         as the stock price appreciation adds to everyone's wealth.

>>       Employment levels will not be affected nor will day-to-day operations
         change, and Stanley's headquarters will remain in the U.S.

Your 401(k) holdings will not be affected. We urge you to consult your tax
advisor regarding the tax consequences of the reincorporation to you.

Enclosed is the 2001 Stanley Annual Report and Proxy Statement which describes
in detail the proposed reincorporation. Please familiarize yourself with these
documents as you are a key stakeholder in the company, and take the time to
cast your vote by completing the attached proxy card. This proposal is subject
to the approval of the holders of two-thirds of our outstanding shares, and we
need your support to meet this threshold - every vote counts. If you do not
vote, that counts as a "no" vote . . . so PLEASE VOTE.

In summary, we expect that the reincorporation will enable us to reduce our
global effective tax rate from its current 32% to within the range of 23% to
25%, thereby providing us with increased cash flow and greater operational
flexibility. In the long-term, by reducing our tax expenses, we hope to use
our increased cash flow to promote the stability and growth of The Stanley
Works as a whole. Achieving that objective is key to increasing the share

The decision to reincorporate is one example of many improvements made at
Stanley in recent years. The overriding goal is to create the most competitive
tool and hard goods manufacturer on earth. We will be a company that will
continue to meet its obligations to its communities, shareholders, customers
and employees for years to come.

Thanks for your support of this very important strategic initiative. If you
have any questions or would like to discuss this further, you may do so by
contacting Herschel Herndon, Director, Stanley Internal Communications via
e-mail or phone +1.860.827.3549. Alternatively you
may contact our proxy solicitors, MacKenzie Partners, Inc. at +1.800.322.2885.

Please vote --- remember not voting is equivalent to a "no" vote.

Yours truly,