

                                                          
                                                    Exhibit 99 

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                          THE STANLEY WORKS 
                    EMPLOYEE STOCK PURCHASE PLAN 


          The Stanley Works Employee Stock Purchase Plan offers a 
 convenient way for Eligible Employees to purchase shares of the 
 Company Common Stock, on the terms and conditions defined below, 
 through payroll deductions and without the payment of any 
 commissions or fees. 

          It is the intention of the Company to have the Plan qualify 
 as an "Employee Stock Purchase Plan" under Section 423 of the 
 Code and the Plan shall be construed in accordance with such 
 purpose. 

 ONE.  DEFINITIONS 

          As used herein, unless the context otherwise requires, the 
 following words shall be defined as follows: 

          (A)     "Code" means the Internal Revenue Code of 1986, as 
 amended.  

          (B)     "Committee" means the Finance and Pension Committee  

 of the Board of Directors. 

          (C)     "Company" means The Stanley Works. 

          (D)     "Company Common Stock" means the common stock of the 

 Company, par value $2.50 per share. 

          (E)     "Date of Exercise" means the last NYSE trading day of

 any month during the Plan Year. 

          (F)     "Date of Grant" means the first day of the Plan Year.


          (G)     "Earnings" shall mean with respect to any Employee,  the 
 salary of such Employee (excluding any incentive compensation) 
 calculated in the manner prescribed by the Committee from time to 
 time. 

          (H)     "Eligible Employee" means an Employee eligible to 
 purchase stock under the Plan. 

          (I)     "Employee" means any person who is regularly and 
 actively employed by the Company or any Subsidiary and who 
 receives from it regular compensation, other than pension, 
 retirement allowance, retainer, or fee under contract.  Any 
 person whose customary employment is less than twenty (20) hours 
 per week, or less than five (5) months per calendar year, shall 
 not be considered an Employee under this Plan. 


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          (J)     "Investment Account" means the account established  
 for the Participating Employee with the transfer agent for the 
 Company Common Stock for the purpose of holding the shares 
 purchased under the Plan. 

          (K)     "NYSE" means the New York Stock Exchange. 
           
          (L)     "Participating Employee" means an Eligible Employee 
 who  elects to participate in the Plan. 

          (M)     "Plan" means The Stanley Works Employee Stock  
 Purchase  Plan adopted by the Board of Directors on December 21, 1994, 
 subject to approval by the shareholders on April 19, 1995. 

          (N)     "Plan Administrator" means an officer or employee of
 the Company to whom the Committee has delegated the authority to 
 administer the Plan, subject to the rules and interpretive 
 determinations promulgated by the Committee. 

          (O)     "Plan Year" means a period of less than twenty-seven
 months for which the Plan has been declared to be effective for 
 offering and selling unissued or reacquired Company Common Stock 
 to Eligible Employees. 

          (P)     "Subsidiary" means any corporation organized under  
 the laws of any of the United States or of Canada or its provinces or 
 of any other jurisdiction which the Committee shall designate, a 
 majority of the voting stock of which (exclusive of directors' 
 qualifying shares) is owned by the Company or a Subsidiary of the 
 Company. 

 TWO.  ELIGIBILITY 

          (A)     All Employees, who have completed at least ninety  
 (90) days in the employ of the Company, or any of its Subsidiaries, or 
 any combination thereof, and who are currently Employees of the 
 Company or any of its Subsidiaries, are eligible to participate 
 in the Plan. 

          (B)     Nothing in the Plan or any instrument executed  
 pursuant hereto shall confer upon any Employee any right to continue in 
 the employ of the Company or any of its Subsidiaries nor shall 
 anything in the Plan affect the right of the Company or any of 
 its Subsidiaries to terminate the employment of any Employee, 
 with or without cause. 

 THREE.  PARTICIPATION AND PRICE 

          (A)     Participation shall be for one or more shares at a 
 price which for each Plan Year shall be the lower of 85% (or such 

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 higher percentage as the Committee may determine from time to 
 time) of the arithmetic mean of the high and low prices for the 
 Company Common Stock as reported for the NYSE Composite 
 Transactions on (i) the Date of Grant (if the NYSE is not open on 
 the Date of Grant, then on the next preceding day on which the 
 NYSE is open for trading) (the "Plan Year Price") or (ii) the 
 Date of Exercise (the "Month End Price"). 

          (B)     In no event shall the price be less than the par  
 value per share. 

          (C)     Eligible Employees may elect to participate in the  
 Plan on a monthly basis by authorizing regular payroll deductions.  
 Elections received by the fifteenth of one month will become 
 effective for the first payroll period in the next succeeding 
 month.  Elections received after the fifteenth of one month will 
 become effective for the first payroll period in the second 
 succeeding month.  The amounts deducted will accumulate during 
 each calendar month and at the end of such month will be applied 
 to the purchase of full and fractional shares of Company Common 
 Stock at the lower of the Plan Year Price or the Month End Price.  
 If in any calendar month purchases under the Plan would result in 
 the issuance of more shares than are reserved for issuance under 
 the Plan, the number of shares that Eligible Employees may 
 purchase during such month shall be reduced on a pro rata basis 
 so that only the maximum number of shares reserved for issuance 
 will be issued, except that elections to purchase one share will 
 be honored in full. 

          (D)     All full and fractional shares purchased under the  
 Plan will be issued in book entry form and credited to a separate 
 Investment Account established for each Participating Employee 
 within two weeks of the Date of Exercise.  Participating 
 Employees shall receive dividends with respect to the shares of 
 Company Common Stock credited to his or her Investment Account.  
 Participating Employees have the option to receive share 
 certificates for a fee. Such fees will be established at the 
 beginning of each Plan Year. 

           (E)     Participating Employees have the option to  
  participate in the Company's Dividend Reinvestment Program with respect to 
  the shares purchased under the Plan and to have all dividends 
  paid with respect to the full and fractional shares in a 
  Participating Employee's Investment Account applied to the 
  purchase of full or fractional shares of Company Common Stock on 
  the NYSE.  Shares so purchased shall be added to the shares held 
  for the Participating Employee in his/her Investment Account.  
  Participating Employees who have elected to participate in the 
  Dividend Reinvestment Program will be charged a quarterly fee as 
  determined by the Committee from time to time.  

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           (F)     The total number of shares to be offered for purchase
  under this Plan is limited to a maximum of Three Million 
  (3,000,000) shares of Company Common Stock, which may be unissued 
  or reacquired shares, or a combination thereof.  The number of 
  shares available for purchase in each Plan Year shall be the 
  remaining number of shares reserved for issuance under the Plan 
  at the beginning of each Plan Year.  All rights to purchase 
  shares under the Plan for any Plan Year that remain outstanding 
  at the end of such Plan Year will terminate as of the end of that 
  Plan Year. 

           (G)     Eligible Employees may elect to increase, decrease or
  terminate participation at any time throughout the Plan Year on a 
  prospective basis only.  Such elections may be made on a monthly 
  basis and elections received by the fifteenth of one month will 
  become effective for the first payroll period in the next 
  succeeding month.  Elections received after the fifteenth of one 
  month will not become effective until the first payroll period in 
  the second succeeding month.  There is no limitation on the 
  ability of an Eligible Employee to re-enroll in the Plan once 
  participation has been terminated.  


  FOUR.  MAXIMUM AMOUNT OF PURCHASES 

           (A)     In each Plan Year, an Eligible Employee may purchase
  shares with a value (measured as of the date of purchase of such 
  shares) not in excess of fifteen percent (15%) of his/her 
  Earnings for the previous calendar year provided, however, that 
  in any Plan Year the fair market value (determined as of the Date 
  of Grant for such Plan Year) of shares purchased by a 
  Participating Employee under the Plan may not, when added to the 
  fair market value of all other shares which the Eligible Employee 
  may have rights to purchase under this or other plans that 
  qualify as employee stock purchase plans of the Company under 
  Section 423 of the Code, exceed $25,000. 
            
           (B)     No Employee will be permitted to purchase in any Plan
  Year if the number of shares which he/she then owns (the rules of 
  Section 424(d) of the Code shall apply in determining ownership) 
  or has the right or option to purchase plus the number of shares 
  for which he/she wishes to subscribe would represent five percent 
  (5%) or more of the total number of shares of Company Common 
  Stock outstanding. 

           (C)     An Eligible Employee, with less than a full year's 
  service, may participate based on his/her present Earnings. 

  FIVE.  PAYMENT OF PURCHASE PRICE 


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  (A)     The purchase price shall be deducted on a weekly or 
  monthly basis from pay.  No deduction shall be less than one 
  dollar ($1) and all deductions must be in even dollars. 

           (B)     Payroll deductions will be open fifty-two (52) weeks or 
  twelve (12) months per year.  The weekly or monthly deduction 
  amount will be determined by the Participating Employee, provided 
  that, a weekly or monthly deduction election shall not exceed the 
  net pay of the Eligible Employee for any pay period. 

           (C)     No interest will be paid on the amounts deducted. 

           (D)     Each Participating Employee purchasing Company Common
  Stock under the Plan as a condition to such purchase shall pay to 
  the Company the amount, if any, required to be withheld from 
  distributions resulting from such exercise under any applicable 
  income tax laws ("Withholding Taxes").  Such Withholding Taxes 
  shall be payable as of the date income from such exercise is 
 includable in the Participating Employee's gross income for 
 income tax purposes (the "Tax Date").  The Committee may 
 establish such procedures as it deems appropriate for the 
 settling of withholding obligations with shares of Company Common 
 Stock. 

  SIX.  DEATH, PERMANENT DISABILITY, RETIREMENT AND TRANSFERS 

           (A)     If a Participating Employee dies, becomes permanently
  disabled, retires or is transferred during any month in the Plan 
  Year, payroll deductions taken to the date of the death, 
  permanent disability, retirement or transfer will be used to 
  purchase shares on the last NYSE trading day of the month in 
  which death, permanent disability, retirement or transfer occurs. 

           (B)     Participating Employees transferred, but remaining 
  employed by the Company or a Subsidiary, may continue to 
  participate in the Plan. 

  SEVEN.  RIGHTS AS A SHAREHOLDER 

           The Participating Employee, and any beneficiary or other 
  person claiming through a Participating Employee, shall not have 
  any interest in any share of Company Common Stock allocated for 
  the purposes of the Plan or subject to any option under the Plan 
  until the Date of Exercise with respect to such share.  
  Furthermore, the existence of the options under the Plan shall 
  not affect:  the right or power of the Company or its 
  shareholders to make adjustments, recapitalization, 
  reorganizations or other changes in the Company's capital 
  structure; the dissolution or liquidation of the Company, or sale 

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 or transfer of any part of its assets or business; or any other 
 corporate act, whether of a similar character or otherwise. 

 EIGHT.  RIGHTS NOT TRANSFERABLE 

          The rights under the Plan are not transferable by a 
 Participating Employee and may be exercised during the lifetime 
 of a Participating Employee only by him/her. 

 NINE.  APPLICATION OF FUNDS 

          (A)     Divisions and Subsidiaries making payroll deductions
 for the Plan act as agents of the Company and will transmit such 
 deductions to the Company in the manner specified by the Plan 
 Administrator. 

          (B)     All funds received or held by the Company under the 
 Plan may be used for any corporate purpose. 

  TEN.  THE COMMITTEE 

           (A)     The Plan will be administered by the Committee.  The 
  Committee is vested with full authority to administer, interpret 
  and make rules regarding the Plan. The Committee shall have the 
  authority to interpret the Plan as it may deem advisable and to 
  make determinations that shall be final, binding and conclusive 
  upon all persons.  No member of the Board of Directors or the 
  Committee shall be liable for any action or determination made in 
  good faith with respect to the Plan. 

           (B)     The Committee may delegate to the Plan Administrator
  the authority to administer this Plan subject to the rules and 
  interpretive determinations promulgated by the Committee.  Such 
  delegation shall not make such officer or Employee, if otherwise 
  an Eligible Employee, ineligible to participate in this Plan. 

           (C)     To the extent not inconsistent with the Plan, the 
  Committee may authorize and establish such rules and regulations 
  as it may determine to be advisable to make the Plan effective or 
  to provide for its administration, and may take such other action 
 with regard to the Plan as it shall deem advisable to effectuate 
 its purpose, including, without limitation, the establishment of 
 procedures that may be necessary to ensure compliance with Rule 
 16b-3 of the Securities Exchange Act of 1934.  


 ELEVEN.  ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S 
 COMMON STOCK 


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          In the event of a merger, consolidation, reorganization, 
 recapitalization, stock dividend, stock split or any other change 
 in corporate structure or capitalization affecting the Company 
 Common Stock, the Committee shall make adjustment in the number, 
 kind, price, etc. of shares issuable under the Plan, including 
 adjustment in the maximum number of shares referred to in Section 
 THREE (F) of the Plan, as it deems necessary and appropriate. 



 TWELVE.  EFFECTIVE PERIOD OF THE PLAN 

          The Committee, or the Plan Administrator if so authorized by
 the Committee, is authorized from time to time during the period 
  commencing on October 24, 1995 and ending on the date of 
  termination of the Plan as provided in Section THIRTEEN hereof,  
  to declare Plan Years for the purpose of offering and selling 
  unissued or reacquired Company Common Stock to Eligible Employees 
  of the Company and its Subsidiaries. 

  THIRTEEN.  TERMINATION AND AMENDMENT OF THE PLAN 

           (A)     The Board of Directors may at any time terminate, 
  suspend or amend the Plan provided that, such termination, 
  suspensions or amendments will not affect elections already 
  accepted by the Company; and provided, further that, no amendment 
  of the Plan shall, without the approval of the shareholders of 
  the Company: 

               (1)      increase the aggregate number of shares 
                        that may be issued in connection with the Plan; 

               (2)      change the purchase price formula; or 

               (3)      materially modify the requirements as to eligibility 
                        for participation in the Plan. 

          (B)     The Plan and all rights of employees hereunder, if  
 not terminated earlier, shall terminate as follows: 

                  (1)      at the close of any Plan Year, if  
 theretofore declared terminated by the Board of Directors; or 

                  (2)      there are no longer any reserved shares of Company 
 Common Stock available for issuance under the Plan. 

 FOURTEEN.  MISCELLANEOUS 

          (A)     The Company will not be obligated to issue shares of
 Company Common Stock or make any payment if counsel to the 

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 Company determines that such issuance or payment would violate 
 any law or regulation of any governmental authority or any 
 agreement between the Company and any national securities 
exchange upon which the Company Common Stock is listed.  In 
connection with any stock issuance or transfer, the person 
acquiring the shares shall, if requested by the Company, give 
assurances satisfactory to counsel to the Company regarding such 
matters as the Company may deem desirable to assure compliance 
with all legal requirements.  The Company shall in no event be 
obliged to take any action in order to permit the exercise of any 
option under the Plan. 

         (B)     The validity, interpretation and administration of  
the Plan and of any rules, regulations, determinations or decisions 
made thereunder, and the rights of any and all persons having or 
claiming to have any interest therein or thereunder, shall be 
determined exclusively in accordance with the laws of the State 
of Connecticut (regardless of the laws that might be applicable 
under principles of conflicts of laws).  Without limiting the 
generality of the foregoing, the period within which any action 
in connection with the Plan must be commenced shall be governed 
by the laws of the State of Connecticut (regardless of the laws 
that might be applicable under principles of conflicts of laws), 
without regard to the place where the act or omission complained 
of took place, the residence of any party to such action or the 
place where the action may be brought. 


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