<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>file0209.txt
<TEXT>

                       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): February 9, 2001
                                                ------------------


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


  Connecticut                    1-5224                       06-0548860
---------------                 ------------                 ----------------
(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:(860) 225-5111
                                                   --------------




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











                                Page 1 of 7 Pages


<PAGE>



         Item 7.  Financial Statements and Exhibits.
                  ---------------------------------

                  (c) 20(i)  Cautionary  statements  relating to forward looking
statements  included in Item 9 and made today in a conference call with industry
analysts, shareowners and other participants.

         Item 9.  Regulation FD Disclosure.
                  ------------------------

                In a  conference  call  held  today  with  industry  analysts,
shareowners and other  participants,  the company issued some earnings  guidance
for the first  quarter  of 2001 and for the full year.  For the full  year,  the
company expects earnings per share to increase by a low double-digit  percentage
based on the following assumptions.

          (i)   net sales to be approximately flat with 2000 (down 4-6%
                in the first half and up 3-6% in the second half, with
                sales to Wal-Mart Stores, Inc. contributing 2-4%
                of the sales growth in the second half);

         (ii)   manufacturing costs to be reduced by approximately $80
                million (net of material cost inflation);

        (iii)   selling, general and administrative expenses reduced by
                approximately $35-$40 million based on fourth quarter
                run rate (more if second half sales don't materialize);
                and

         (iv)   free cash flow (after dividends) of approximately $125
                million.

                For the first quarter of 2001,  the company  expects  earnings
per share to be flat with the fourth quarter of 2000 (i.e. $.54 per share) based
upon the following assumptions:

           (i)   net sales down approximately 6-8% verses the first
                 quarter of 2000;

          (ii)   approximately $20 million in productivity gains offset
                 by unfavorable price and mix;

         (iii)   selling, general and administrative expenses of
                 approximately $153-$156 million; and

          (iv)   a possible special charge of approximately $20-$25 million
                 to fund 2001 repositionings and related restructurings
                 that might potentially be offset, or more than offset, by a
                 one-time (non-cash) gain.



                                Page 2 of 7 Pages



<PAGE>



                  During the  conference  call,  the company also stated that it
could  potentially  generate  free cash flow (after  dividends)  of $500 million
during the next three years, which could be used for debt repayment,  repurchase
of the company's shares, acquisitions or other strategic purposes.












































                                Page 3 of 7 Pages


<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: February 9, 2001        By:    /s/ Bruce H. Beatt
                                    -----------------------------------
                              Name:  Bruce H. Beatt
                              Title: Vice President, General
                                     Counsel and Secretary































                                Page 4 of 7 Pages



<PAGE>






                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                             Dated February 9, 2001



                            Exhibit No.       Page

                              20(i)            6






































                                Page 5 of 7 Pages




<PAGE>



                                                                  Exhibit 20(i)

                              CAUTIONARY STATEMENTS
           Under the Private Securities Litigation Reform Act of 1995


The  statements  made  today  in  a  conference  call  with  industry  analysts,
shareowners  and other  participants  and outlined in Item 9 regarding  earnings
growth and the  assumptions  underlying  that  growth are  forward  looking  and
inherently subject to risk and uncertainty. The company's ability to achieve the
earnings growth is dependent  upon,  among other things,  the factors  discussed
below.

The company's ability to achieve the expected level of sales is dependent upon a
number of  factors,  including:  (i) the  ability to recruit  and retain a sales
force comprised of employees and manufacturers representatives, (ii) the success
of the Wal-Mart  program and other  initiatives to increase  retail sell through
and stimulate demand for the company's products,  (iii) the ability of the sales
force to adapt to changes made in the sales  organization  and achieve  adequate
customer  coverage,  (iv) the ability of the company to fulfill increased demand
for its products,  (v) the absence of increased pricing pressures from customers
and  competitors  and the  ability to defend  market  share in the face of price
competition,   (vi)  the  acceptance  of  the  company's  new  products  in  the
marketplace as well as the ability to satisfy demand for these products.

The  company's  ability  to lower its  manufacturing  cost is  dependent  on the
success of various  initiatives  that are  underway  or are being  developed  to
improve  manufacturing  operations and to implement related control systems. The
success of these  initiatives is dependent on the company's  ability to increase
the  efficiency  of its routine  business  processes,  to develop and  implement
process control systems, to mitigate the effects of any material cost inflation,
to develop and execute  comprehensive  plans for  facility  consolidations,  the
availability  of  vendors  to  perform  outsourced  functions,   the  successful
recruitment  and training of new  employees,  the resolution of any labor issues
related to closing  facilities,  the need to respond to  significant  changes in
product  demand  while  any  facility  consolidation  is in  process  and  other
unforeseen events.

The  company's  ability to achieve the expected  levels of selling,  general and
administrative  expense is dependent on various process improvement  activities,
the continued success of changes to the sales  organization and the reduction of
transaction costs.


                                Page 6 of 7 Pages





<PAGE>


The company's  ability to achieve the expected  level of cash flow is dependent
on achieving its earnings growth targets and the continued  success of
improvements in processes to manage inventory and receivables levels.

The company's  ability to achieve the  objectives  discussed  above will also be
affected by external  factors.  These external  factors include pricing pressure
and other changes within  competitive  markets,  the continued  consolidation of
customers  in  consumer  channels,  increasing  competition,  changes  in trade,
monetary  and  fiscal   policies   and  laws,   inflation,   currency   exchange
fluctuations,  the  impact  of  dollar/foreign  currency  exchange  rates on the
competitiveness  of  products  and  recessionary  or  expansive  trends  in  the
economies of the world in which the company operates.





































                                Page 7 of 7 Pages



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