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Proc-Type: 2001,MIC-CLEAR
Originator-Name: keymaster@town.hall.org
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MIC-Info: RSA-MD5,RSA,
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 5rm/sAANqBTWg5p0TCGuqA==

<IMS-DOCUMENT>0000093556-95-000007.txt : 19950616
<IMS-HEADER>0000093556-95-000007.hdr.sgml : 19950616
ACCESSION NUMBER:		0000093556-95-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19951230
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		19950615
SROS:			NYSE
SROS:			PSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANLEY WORKS
		CENTRAL INDEX KEY:			0000093556
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				060548860
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-52002
		FILM NUMBER:		95547294

	BUSINESS ADDRESS:	
		STREET 1:		1000 STANLEY DR
		STREET 2:		P O BOX 7000
		CITY:			NEW BRITAIN
		STATE:			CT
		ZIP:			06053
		BUSINESS PHONE:		2032255111
</IMS-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             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): June 15, 1995


                               The Stanley Works
               (Exact name of registrant as specified in charter)

               Connecticut        1-5224            06-058860
             (State or other   (Commission       (IRS Employer
              jurisdiction of   File Number)      Identification No.)
              incorporation)




         1000 Stanley Drive, New Britain, Connecticut    06053
           (Address of principal executive offices)    (Zip Code)



       Registrant's telephone number, including area code:(203) 225-5111




                                 Not Applicable
         (Former name or former address, if changed since last report)










                               Page 1 of 5 pages
                       Exhibit Index is located on Page 4


<PAGE>




         Item 5.  Other Events.


               1.   On June 15, 1995, the Registrant issued a
press release.

                    Attached  as Exhibit  (20)(i)is  a copy of the  Registrant's
press release. This Exhibit is incorporated herein by reference.



         Item 7.  Financial Statements, Pro Forma Financial
                  Information and Exhibits.


                 (c)  (20)(i)  Press  release  dated June 15, 1995  reporting on
                      Stanley's weakening demand.


































                                  Page 2 of 5


<PAGE>



                                   SIGNATURE




         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: June 15, 1995              By: Stephen S. Weddle
                                         Name: Stephen S. Weddle
                                        Title: Vice President,
                                               General Counsel
                                               and Secretary

































                                  Page 3 of 5


<PAGE>




                                 EXHIBIT INDEX

                           Current Report on Form 8-K
                              Dated June 15, 1995



                     Exhibit No.                            Page

                      (20) (i)                               5







































                                  Page 4 of 5


<PAGE>



FOR IMMEDIATE RELEASE                               June 15, 1995

                        STANLEY REPORTS WEAKENING DEMAND

New Britain,  Connecticut  (NYSE:SWK)  "Strong unit volume gains realized in the
first quarter of this year will not be maintained in the face of weakening order
patterns   within  U.S.   consumer   channels  of   distribution   and  in  some
construction-related  product categories,"  reported Richard H. Ayers,  Chairman
and Chief Executive Officer of The Stanley Works.

Mr. Ayers continued,  "Order activity outside the U.S.,  particularly in Europe,
remains good and our  industrial  tool  businesses  are also  experiencing  good
growth. We are optimistic that these product categories will continue to perform
well. However,  the weakness in the consumer channel has become more visible and
significant in recent weeks.  As a result,  we are less  optimistic  about sales
growth, and earnings will likely be below last year's second quarter.

"The  pullback in orders  among  retailers  and  distributors  appears to be the
result of both weakness in retail sales and some level of inventory  adjustments
by retailers following unusual winter and early spring selling seasons.

"While the effects of this recent  change in activity  have reduced our earnings
expectations  for this quarter,  we have begun to take steps to reduce costs and
adjust  inventory levels among those businesses most affected by the weakness in
demand."

Mr. Ayers concluded,  "We expect that continued growth in Europe and in our U.S.
industrial tool businesses,  combined with the steps currently being taken, will
provide us with improved  comparisons  in the second half of the year.  The full
year, however, now looks less optimistic than our view a few months ago."


CONTACT:  Patricia McLean
          Manager, Corporate Communications
          (203)827-3833





                                  Page 5 of 5

</TEXT>
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