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


[Make Something Great]

Stanley Works Media Statement

New Britain, Connecticut, June 7, 2002 - Stanley Works (NYSE: SWK) today
issued the following statement:

Stanley Works strongly believes that pursuing incorporation in Bermuda is in
the best interests of our employees, shareholders, business partners and other
important constituents. To preserve and create U.S. jobs, Stanley Works must
remain competitive in the global marketplace.

In today's global economy, numerous foreign competitors pay lower taxes on
their worldwide operations. The United States Treasury Department has
acknowledged that U.S. companies are operating at a disadvantage versus their
foreign competitors due to the current tax code. Companies that are not able
to compete usually disappear or are acquired. Over the past four years, there
has been a significant increase in the number of foreign takeovers of U.S.
companies. In addition, even domestic competitors have reincorporated in

Stanley Works would support comprehensive legislative reform that would create
a tax system that does not disadvantage U.S. companies from competing in the
global marketplace. It is our goal to keep jobs in the U.S. and to keep our
headquarters in New Britain, Connecticut.

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 transaction.

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.

                                     # # #
For additional information contact:

Peter Duda, Media Relations
Tel. 1-212-445-8213, email: