Filed by: The Stanley Works
                          Pursuant to Rule 425 under the Securities Act of 1933
                             and deemed filed pursuant to Rule 14a-12 under the
                                                Securities Exchange Act of 1934

                                             Subject Company: The Stanley Works
                                                     Commission File No. 1-5224
                                          Registration Statement No.: 333-89200


Stanley Works Provides Update on Shareholder Vote

New Britain, Connecticut, June 3, 2002 ... The Stanley Works (NYSE: SWK)
today provided the following update on the shareholder vote regarding its
proposed reincorporation in Bermuda. The Company filed its registration
statement for review with the SEC on May 28, 2002. Once the SEC approves
the registration statement, the company will schedule a special meeting of
shareholders to vote on the proposal.

The Company also reiterated that, while it believes that the shareholder
vote on May 9, 2002 was fair and appropriate, a number of concerns were
raised about the vote. Since even the appearance of impropriety is
unacceptable, its board of directors authorized a revote on the
reorganization to eliminate any confusion and to ensure that the company
acts in accordance with the shareholders' wishes. The company believes that
there is no reason for the revote to be delayed and that the investigation
requested today by Connecticut Attorney General Blumenthal is unnecessary
and unwarranted.

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 was filed with the Securities and Exchange Commission ("SEC")
and will contain a form of proxy statement / prospectus with respect to the
reincorporation, providing details of the transaction. This registration
statement will be available at the SEC's web site, When
finalized, these documents will be available without charge 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 reincorporation. Information about the directors and executive officers
and ownership of stock is set forth in the proxy statement/prospectus
relating to the annual meeting of The Stanley Works contained in the Form
S-4 of The Stanley Works, Ltd. filed with the SEC on April 2, 2002.