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<SEC-DOCUMENT>0000950136-03-000889.txt : 20030421
<SEC-HEADER>0000950136-03-000889.hdr.sgml : 20030421
<ACCEPTANCE-DATETIME>20030421153616
ACCESSION NUMBER:		0000950136-03-000889
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20030421

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:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-104648
		FILM NUMBER:		03656879

	BUSINESS ADDRESS:	
		STREET 1:		1000 STANLEY DR
		STREET 2:		P O BOX 7000
		CITY:			NEW BRITAIN
		STATE:			CT
		ZIP:			06053
		BUSINESS PHONE:		8602255111

	MAIL ADDRESS:	
		STREET 1:		1000 STANLEY DR
		CITY:			NEW BRITAIN
		STATE:			CT
		ZIP:			06053
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>




    As filed with the Securities and Exchange Commission on April 21, 2003

                                                  Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-4

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ----------------

                                THE STANLEY WORKS
             (Exact name of registrant as specified in its charter)


         CONNECTICUT                   3420                   06-0548860
  (State of incorporation) (Primary Standard Industrial     (I.R.S. Employer
                            Classification Code Number)   Identification Number)


                               1000 STANLEY DRIVE
                         NEW BRITAIN, CONNECTICUT 06053
                                 (860) 225-5111
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                              BRUCE H. BEATT, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                THE STANLEY WORKS
                               1000 STANLEY DRIVE
                         NEW BRITAIN, CONNECTICUT 06053
                                 (860) 225-5111

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                               FRED L. LEVY, ESQ.
                          SONNENSCHEIN NATH & ROSENTHAL
                               1301 K STREET, N.W.
                              SUITE 600 EAST TOWER
                              WASHINGTON, DC 20005
                                 (202) 408-6400

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.

                                ----------------

         If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________

         If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ] _________


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                                      PROPOSED
                                                                      MAXIMUM       PROPOSED MAXIMUM     AMOUNT OF
           TITLE OF EACH CLASS OF                AMOUNT TO BE      OFFERING PRICE       AGGREGATE       REGISTRATION
         SECURITIES TO BE REGISTERED              REGISTERED        PER UNIT (1)     OFFERING PRICE         FEE
- ---------------------------------------------- ------------------ ----------------- ------------------ ---------------
<S>                                            <C>                    <C>             <C>                  <C>
3 1/2% Notes due 2007 ........................    $150,000,000           100%          $150,000,000        $12,135
- ---------------------------------------------- ------------------ ----------------- ------------------ ---------------
4 9/10% Notes due 2012 .......................    $200,000,000           100%          $200,000,000        $16,180
- ---------------------------------------------- ------------------ ----------------- ------------------ ---------------
                Total.........................                                                             $28,315
======================================================================================================================
</TABLE>

- -------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457 under the Securities Act of
     1933.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



<PAGE>


[The following paragraph will appear vertically on the left side of the outside
                   cover page of the preliminary prospectus]

The information in this prospectus is not complete and may be changed. We may
not sell these notes until the registration statement of which this prospectus
forms a part filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these notes and it is not soliciting an
offer to buy these notes in any state where the offer or sale is not permitted.


<PAGE>

                   SUBJECT TO COMPLETION, DATED APRIL 21, 2003

PRELIMINARY PROSPECTUS


                                THE STANLEY WORKS

                                 --------------

                                OFFER TO EXCHANGE
                    $150,000,000 OF OUR 3 1/2% NOTES DUE 2007
                                       AND
                    $200,000,000 OF OUR 4 9/10% NOTES DUE 2012

                                 --------------

         The notes being offered by this prospectus, referred to as exchange
notes, are being issued in exchange for notes sold by us in a private placement
on November 1, 2002, referred to as initial notes. The exchange notes will be
governed by the same indenture governing the initial notes. The exchange notes
will be substantially identical to the initial notes, except the transfer
restrictions applicable to the initial notes will not apply to the exchange
notes.

         The exchange offer expires at 5:00 p.m., New York City time, on
[_____], 2003, unless extended.

         No public market exists for the initial notes or the exchange notes. We
do not intend to list the exchange notes on any securities exchange or to seek
approval for quotation through any automated quotation system.

         SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN RISKS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH THE TENDER OF YOUR INITIAL NOTES.

                               ------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                               ------------------

                   The date of this prospectus is [___], 2003


<PAGE>
                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION............................................i
FORWARD-LOOKING STATEMENTS....................................................ii
SUMMARY........................................................................1
RISK FACTORS...................................................................8
USE OF PROCEEDS................................................................9
DESCRIPTION OF THE NOTES......................................................10
BOOK-ENTRY; DELIVERY AND FORM.................................................17
EXCHANGE OFFER................................................................19
UNITED STATES FEDERAL TAX CONSIDERATIONS......................................27
PLAN OF DISTRIBUTION..........................................................31
LEGAL MATTERS.................................................................32
EXPERTS.......................................................................32
INCORPORATION BY REFERENCE....................................................32

                               ------------------

         We have not authorized any dealer, salesperson or other person to give
you written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made under this prospectus after the date of this prospectus shall
create an implication that the information contained in this prospectus or our
affairs have not changed since the date of this prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-4, including all amendments, exhibits,
schedules and supplements, to register the exchange notes. Although this
prospectus, which forms a part of the registration statement, contains all
material information included in the registration statement, parts of the
registration statement have been omitted as permitted by the rules of the SEC.
For further information about us and the exchange notes offered in this
prospectus, you should refer to the registration statement and its exhibits. In
addition, we are subject to the informational requirements of the Securities
Exchange Act of 1934 and are required to file reports and other information with
the SEC. The registration statement, reports, proxy statements and other
information filed by us can be inspected and copied at prescribed rates at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You
may obtain information regarding the Washington, DC Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, reports, proxy statements and
other information we file with the SEC are publicly available through the SEC's
site on the Internet's World Wide Web, located at http://www.sec.gov.

         Our common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. The reports, proxy statements and other information that
we file with the SEC concerning us can also be inspected and acquired at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.

         THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THE DOCUMENT.
SUCH INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON WRITTEN OR
ORAL REQUEST BY CONTACTING THE STANLEY WORKS, 1000 STANLEY DRIVE, NEW BRITAIN,
CONNECTICUT 06053, (860) 225-5111, ATTENTION: TREASURER. TO OBTAIN TIMELY
DELIVERY OF SUCH INFORMATION, SECURITY HOLDERS MUST REQUEST THE INFORMATION NO
LATER THAN [_____], 2003, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION OF
THE EXCHANGE OFFER.

<PAGE>

                           FORWARD-LOOKING STATEMENTS

         This prospectus contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 with respect to our financial condition, results of operations and
business. The Reform Act protects public companies from liability for
forward-looking statements in private securities actions if the forward-looking
statement is identified and is accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those included in the forward-looking statements.
Forward-looking statements by their nature involve a degree of risk and
uncertainty. You can find many of these forward-looking statements by looking
for words such as "believes," "expects," "anticipates," "estimates,"
"continues," "may," "intends," "plans" or similar expressions in this document
or in the documents incorporated in this prospectus by reference. You should be
aware that any forward-looking statements in this document are not guarantees of
future performance.

         We have identified factors that could cause actual plans or results to
differ materially from those included in any forward-looking statements. These
factors, which are presented below in no significant order, include, but are not
limited to:

    o    failure to realize expected benefits of our acquisition on November 25,
         2002 of Best Lock Corporation or other recent acquisitions;

    o    inability to redress problems in the mechanics tools business which
         have had, in the fourth quarter of 2002, a negative impact on our
         earnings;

    o    inability to maintain current production rates in certain mechanics
         tools facilities;

    o    inability to integrate or perform with respect to the new mechanics
         tool management personnel and processes;

    o    failure of demand recovery for Mac tools and mechanics tools
         production;

    o    failure of marketing and/or sales efforts;

    o    failure of the Home Depot and Wal-Mart programs or other initiatives to
         increase retail sales and stimulate demand for our products;

    o    inability of the sales force to adapt to changes made in the sales
         organization and achieve adequate customer coverage;

    o    inability to fulfill demand for new and existing products;

    o    failure of acceptance of new products;

    o    failure to successfully integrate recently acquired businesses with
         existing businesses and the failure to achieve the sales plans for such
         businesses;

    o    increasing competition, and changes in trade, monetary and fiscal
         policies and laws, inflation, currency exchange fluctuations and the
         impact of dollar/foreign currency exchange rates and interest rates on
         our competitiveness or the competitiveness of our products;

    o    pricing pressure and other changes within competitive markets and the
         ability to defend market share;

    o    continued consolidation of customers in consumer channels and inventory
         pressures on such customers;

    o    outcomes of pending and future litigation;

    o    events that cause or may cause disruption in distribution and sales
         networks such as port closures or labor shortages, the fallout relating
         to September 11, 2001, war, political unrest and recessionary or
         expansive trends in world economies;

    o    future labor disputes;

    o    inability to continue improvements in productivity and cost reductions
         including inventory reductions, payment terms and reducing selling,
         general and administrative expenses as a percentage of sales;

                                      -ii-
<PAGE>

    o    the strength of the United States economy and the strength of foreign
         currencies, including without limitation, the Euro;

    o    failure of information systems and distributor management and
         collection programs relating to Mac tools receivables;

    o    inability to continue to successfully close facilities and reduce
         workforce;

    o    failure to increase the efficiency of routine business processes;

    o    failure to mitigate the effects of any material cost inflation;

    o    availability of vendors to perform outsourced functions; and

    o    failure to recruit and train new employees.

         Actual results may differ materially from those expressed or implied by
forward-looking statements. Please take into account that forward-looking
statements speak only as of the date of this prospectus or, in the case of
documents incorporated by reference in this prospectus, the date of any such
document.

                                     -iii-


<PAGE>

                                     SUMMARY

         The following summary contains information about us and the exchange of
the initial notes. It does not contain all of the information that may be
important to you in making a decision to exchange the initial notes. For a more
complete understanding of us and the exchange of the initial notes, you are
encouraged to read this entire prospectus and the documents incorporated in this
prospectus by reference.

THE STANLEY WORKS

         We were founded in 1843 by Frederick T. Stanley and incorporated in
1852. We are a worldwide producer of tools and door products for professional,
industrial and consumer use. Stanley(R) is a brand recognized around the world
for quality and value. Our principal executive office is located at 1000 Stanley
Drive, New Britain, Connecticut 06053 and our telephone number is (860)
225-5111.

         Our operations are classified into two business segments: Tools and
Doors. The Tools segment manufactures and markets carpenters, mechanics,
pneumatic and hydraulic tools as well as tool sets. These products are
distributed directly to retailers (including home centers, mass merchants and
retail lumber yards) and end users as well as through third party distributors.
Carpenters tools include hand tools such as measuring instruments, planes,
hammers, knives and blades, screwdrivers, saws, garden tools, chisels, boring
tools, masonry, tile and drywall tools, as well as electronic stud sensors,
levels, alignment tools and elevation measuring systems.

         The Doors segment manufactures and markets commercial and residential
doors, both automatic and manual, as well as closet doors and systems, home
decor and door and consumer hardware. Products in the Doors segment include
residential insulated steel, reinforced fiberglass and wood entrance door
systems, vinyl patio doors, mirrored closet doors and closet organizing systems,
automatic doors as well as related door hardware products ranging from hinges,
hasps, bolts and latches to shelf brackets and lock sets.

         We believe that we are one of the largest manufacturers of hand tools
in the world featuring a broader line than any other toolmaker. We also believe
that we are a leader in the manufacture and sale of pneumatic fastening tools
and related fasteners to the construction, furniture and pallet industries as
well as a leading manufacturer of hydraulic tools used for construction,
railroads, utilities and public works. In the Doors segment, we believe that we
are a United States leader in the manufacture and sale of insulated steel
residential entrance doors, commercial hardware products, mirrored closet doors
and hardware for sliding, folding and pocket doors and the United States leader
in the manufacture, sale and installation of automatic sliding and swing powered
doors.

INITIAL OFFERING

         The initial notes were originally issued by us on November 1, 2002 in a
private offering. We are parties to a registration rights agreement with the
initial purchasers of the initial notes pursuant to which we agreed, among other
things, to file a registration statement with respect to the exchange notes on
or before April 30, 2003, to use our best efforts to cause the registration
statement to be declared effective by July 29, 2003 and to complete the exchange
offer on or before August 28, 2003. We must pay liquidated damages to the
holders of the initial notes if we do not meet those deadlines.

RECENT DEVELOPMENTS

         On April 9, 2003 we announced:

    o    plans to reduce outstanding shares by approximately 9% through the
         settlement of our equity hedge;

    o    lower than expected first quarter 2003 earnings and our forecast of
         potentially lower than expected 2003 earnings absent immediate
         corrective actions; and

    o    certain operational changes and associated costs including an
         approximately 1,000 person workforce reduction, streamlining of certain
         management and operation functions and the exiting the Mac Direct
         portion of our Mac Tools business.



<PAGE>



                          SUMMARY OF THE EXCHANGE OFFER

         We are offering to exchange:

    o    $150.0 million aggregate principal amount of our 3 1/2% Notes due 2007,
         which we refer to as the exchange notes due 2007, for $150.0 million
         aggregate principal amount of our outstanding 3 1/2% Notes due 2007,
         which we refer to as the initial notes due 2007; and

    o    $200.0 million aggregate principal amount of our 4 9/10% Notes due
         2012, which we refer to as the exchange notes due 2012, for $200.0
         million aggregate principal amount of our outstanding 4 9/10% Notes
         due 2012, which we refer to as the initial notes due 2012.

We refer to the exchange notes due 2007 and the exchange notes due 2012,
collectively, as the exchange notes, and the initial notes due 2007 and the
initial notes due 2012, collectively, as the initial notes.

         To exchange your initial notes, you must properly tender them and we
must accept your tender. We will exchange all outstanding initial notes that are
validly tendered and not validly withdrawn.


Expiration Date.............. The exchange offer will expire at 5:00 p.m., New
                              York City time on [_____], 2003, unless we extend
                              it.

Registration Rights
   Agreement................. You have the right to exchange the initial notes
                              that you hold for exchange notes with
                              substantially identical terms. This exchange offer
                              is intended to satisfy these rights. Once the
                              exchange offer is complete, you will no longer be
                              entitled to any exchange or registration rights
                              with respect to your initial notes.

Accrued Interest on the
     Exchange Notes and
     Initial Notes........... The exchange notes will bear interest from their
                              issuance date. Holders of initial notes which are
                              accepted for exchange will receive, in cash,
                              accrued interest on the initial notes to, but not
                              including, the issuance date of the exchange
                              notes. Such interest will be paid with the first
                              interest payment on the exchange notes.

Conditions to the
     Exchange Offer.......... The exchange offer is subject to customary
                              conditions, which we may waive. You should read
                              the discussion under "Exchange Offer-- Conditions
                              to the Exchange Offer" for more information
                              regarding conditions of the exchange offer.

Procedures for Tendering
     Initial Notes........... If you are a holder of initial notes and wish to
                              accept the exchange offer, you must either:

                              o complete, sign and date the accompanying Letter
                                of Transmittal, or a facsimile of the Letter of
                                Transmittal; or

                              o arrange for The Depository Trust Company to
                                transmit required information to the exchange
                                agent in connection with a book-entry transfer.

                              The exchange agent must receive such documentation
                              or information and your initial notes on or prior
                              to the expiration date at the address set forth in
                              the section of this prospectus entitled "Exchange
                              Offer--Exchange Agent."


                                       -2-
<PAGE>

Representation Upon Tender... By tendering your initial notes in this manner,
                              you will be representing, among other things,
                              that:

                              o the exchange notes you acquire in the exchange
                                offer are being acquired in the ordinary course
                                of your business;

                              o you are not participating, do not intend to
                                participate, and have no arrangement or
                                understanding with any person to participate, in
                                the distribution of the exchange notes issued to
                                you in the exchange offer; and

                              o you are not a party related to us.

Procedures for Beneficial
     Owners.................. If you are the beneficial owner of initial notes
                              registered in the name of a broker, dealer or
                              other nominee and you wish to tender your notes,
                              you should contact the person in whose name your
                              notes are registered and promptly instruct the
                              person to tender on your behalf within the time
                              period set forth in the section of this prospectus
                              entitled "Exchange Offer."

Material Federal Tax
     Consequences............ The exchange of initial notes for exchange notes
                              will not result in any gain or loss to you for
                              federal income tax purposes. Your holding period
                              for the exchange notes will include the holding
                              period for the initial notes and your adjusted tax
                              basis of the exchange notes will be the same as
                              your adjusted tax basis of the initial notes at
                              the time of the exchange. For additional
                              information, you should read the discussion under
                              "U.S. Federal Tax Considerations."

Failure to Exchange Will
     Affect You  Adversely... Initial notes that are not tendered, or that are
                              tendered but not accepted, will be subject to the
                              existing transfer restrictions on the initial
                              notes after the exchange offer. We will have no
                              further obligation to register the initial notes
                              under the Securities Act of 1933. If you do not
                              participate in the exchange offer, the liquidity
                              of your notes could be adversely affected.

Guaranteed Delivery
     Procedures.............. If you wish to tender your initial notes and time
                              will not permit your required documents to reach
                              the exchange agent by the expiration date, or the
                              procedure for book-entry transfer cannot be
                              completed on time, you may tender your notes
                              according to the guaranteed delivery procedures.
                              For additional information, you should read the
                              discussion under "Exchange Offer--Guaranteed
                              Delivery Procedure."

Acceptance of Initial Notes;
     Delivery of
     Exchange Notes.......... Subject to customary conditions, we will accept
                              initial notes which are properly tendered in the
                              exchange offer and not withdrawn, before 5:00
                              p.m., New York City time, on the expiration date
                              of the exchange offer. The exchange notes will be
                              delivered as promptly as practicable following the
                              expiration date.

                                      -3-
<PAGE>


Use of Proceeds.............. We will not receive any proceeds from the exchange
                              offer.

Exchange Agent............... JPMorgan Chase Bank is the exchange agent for the
                              exchange offer.
















                                      -4-
<PAGE>



                     SUMMARY OF TERMS OF THE EXCHANGE NOTES

         The exchange notes due 2007 are substantially identical to the initial
notes due 2007 and the exchange notes due 2012 are substantially identical to
the initial notes due 2012, with limited exceptions. The exchange notes are
subject to the same indenture as the initial notes. For additional information,
you should read the discussion under "Description of Notes."

Securities Offered .......... $150.0 million aggregate principal amount of
                              3 1/2% Notes due 2007

                              $200.0 million aggregate principal amount of
                              4 9/10% Notes due 2012

Maturity .................... The exchange notes due 2007 will mature on
                              November 1, 2007.

                              The exchange notes due 2012 will mature on
                              November 1, 2012.

Interest .................... Interest on the exchange notes due 2007 will
                              accrue at the rate of 3 1/2% per year, payable
                              semi-annually in arrears on May 1 and November 1
                              of each year, beginning on November 1, 2003.

                              Interest on the exchange notes due 2012 will
                              accrue at the rate of 4 9/10% per year, payable
                              semi-annually in arrears on May 1 and November 1
                              of each year, beginning on November 1, 2003.

Ranking ..................... The exchange notes will be unsecured and will rank
                              equally with all of our unsecured and
                              unsubordinated indebtedness. Holders of the
                              exchange notes will generally have a position
                              junior to the claims of the creditors, including
                              the trade creditors, of our subsidiaries.

Optional Redemption ......... We may redeem all or part of the exchange notes at
                              our option at a redemption price equal to the
                              greater of:

                              o 100% of the principal amount of the exchange
                                notes being redeemed; and

                              o the applicable Make-Whole Amount, as defined in
                                "Description of the Notes--Optional Redemption,"
                                for each series of exchange notes being
                                redeemed,

                              plus, in each case, accrued interest on such
                              exchange notes to the redemption date.

Book-entry .................. The exchange notes will be issued in book-entry
                              form and will be represented by permanent global
                              certificates deposited with, or on behalf of, DTC
                              and registered in the name of Cede & Co., DTC's
                              nominee. Beneficial interests in any of the
                              exchange notes will be shown on, and transfers
                              will be effected only through, records maintained
                              by DTC or its nominee, and such interests may not
                              be exchanged for certificated exchange notes,
                              except in limited circumstances. See "Book-Entry;
                              Delivery and Form."

                                      -5-
<PAGE>


                 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

         The following tables set forth our summary historical consolidated
financial data. The summary financial data is intended only as a convenient
reference. The income statement data and balance sheet data as of and for each
of the fiscal years in the three year period ended December 28, 2002 have been
derived from our audited consolidated financial statements, which have been
audited by Ernst & Young LLP. The tables should be read in conjunction with our
historical consolidated financial data incorporated in this prospectus by
reference.


                                         DECEMBER 30,  DECEMBER 29, DECEMBER 29,
                                            2000          2001         2002
                                         ------------  -------------------------
                                                 (DOLLARS IN MILLIONS,
                                                EXCEPT PER SHARE DATA)

INCOME STATEMENT DATA:
   Net sales.............................. $2,730.6     $2,606.6   $2,593.0
   Costs and expenses
     Cost of sales........................  1,751.5      1,701.3    1,757.2
     Selling, general and administrative..    638.3        575.9      547.2
     Interest-net.........................     27.1         25.6       24.5
     Other-net............................     20.0         (5.3)      (8.4)
     Restructuring charges and asset
       impairments........................       --         72.4         --
                                           --------     --------   --------
   Total costs and expenses...............  2,436.9      2,369.9    2,320.5
                                           --------     --------   --------
   Earnings before income taxes...........    293.7        236.7      272.5
   Income taxes...........................     99.3         78.4       87.5
                                           --------     --------   --------
   Net earnings...........................    194.4        158.3      185.0
                                           ========     ========   ========

Earnings per share:
   Basic.................................. $   2.22     $   1.85   $   2.14
   Diluted................................     2.22         1.81       2.10

OTHER FINANCIAL DATA:
   Depreciation and amortization ......... $   82.1     $   81.8   $   71.2
   EBITDA(1)..............................    402.9        344.1      368.2


- ----------
(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization, a measurement used by management to measure operating performance.
EBITDA is not a recognized term under generally accepted accounting principles
and does not purport to be an alternative to operating income as an indicator of
operating performance or to cash flows from operating activities as a measure of
liquidity. Additionally, EBITDA is not intended to be a measure of free cash
flow for management's discretionary use, as it does not consider certain cash
requirements such as interest payments, debt service requirements, tax payments
or capital expenditure requirements.


RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for the fiscal years ended 1998, 1999,
2000, 2001 and 2002 are 5.7x, 5.9x, 6.9x, 6.3x and 7.7x, respectively. The ratio
of earnings to fixed charges is calculated on a total enterprise basis. Earnings
represent earnings before income taxes and fixed charges. Fixed charges
represent interest incurred plus that portion of rental expense deemed to be
interest.

                                      -6-
<PAGE>

THE STANLEY WORKS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 29, 2001 AND DECEMBER 28, 2002
(DOLLARS IN MILLIONS)
                                                          2001           2002
                                                        --------       --------
Assets:
Current assets:
   Cash and cash equivalents........................... $  115.2       $  121.7
   Accounts and notes receivable.......................    551.3          548.0
   Inventories.........................................    410.1          414.7
   Other current assets................................     67.9          106.0
                                                        --------       --------
Total current assets...................................  1,144.5        1,190.4
   Property, plant and equipment, net..................    491.2          494.8
   Goodwill and other intangibles......................    236.1          544.9
   Other assets........................................    183.9          188.1
                                                        --------       --------
   Total assets........................................ $2,055.7       $2,418.2
                                                        ========       ========

Liabilities and shareowners' equity:
Current liabilities:
   Short-term borrowings............................... $  177.3       $  140.1
   Current maturities of long-term debt................    120.1            9.5
   Accounts payable....................................    247.7          260.3
   Accrued expenses....................................    280.4          271.0
                                                        --------       --------
Total current liabilities..............................    825.5          680.9

Long-term debt.........................................    196.8          564.3
Other liabilities......................................    201.1          189.2

Shareowners' equity:
   Common stock........................................    230.9          230.9
   Retained earnings...................................  1,184.9        1,244.6
   Accumulated other comprehensive loss................   (138.9)        (123.4)
   ESOP debt...........................................   (187.7)        (180.8)
                                                        --------       --------
                                                         1,089.2        1,171.3
   Less: cost of common stock in treasury..............    256.9          187.5
                                                        --------       --------
Total shareowners' equity..............................    832.3          983.8
                                                        --------       --------

Total liabilities and shareowners' equity.............. $2,055.7       $2,418.2
                                                        ========       ========

                                      -7-
<PAGE>
                                  RISK FACTORS

         Participating in the exchange offer involves a high degree of risk. You
should carefully consider the risk factors set forth below, as well as other
information appearing elsewhere in this prospectus and the documents
incorporated in this prospectus by reference, before tendering your initial
notes in exchange for exchange notes.

         YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE
CONSEQUENCES

         Holders of initial notes who do not exchange their initial notes for
exchange notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the initial notes as a consequence of the issuance
of the initial notes pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. In general,
initial notes may not be offered or sold, unless registered under the Securities
Act of 1933, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
anticipate that we will register the initial notes under the Securities Act.

         THERE WILL BE NO PUBLIC MARKET FOR THE EXCHANGE NOTES AND YOUR ABILITY
TO TRANSFER THEM IS LIMITED

         The exchange notes are a new issue of securities with no existing
trading market. We do not intend to have the notes listed on a national
securities exchange. In addition, while the initial purchasers of the initial
notes have advised us that they currently intend to make a market in the
exchange notes, they are not obligated to do so, and may discontinue market
making activities at any time without notice. Accordingly, we cannot assure you
as to the liquidity of the market for the exchange notes or the prices at which
you may be able to sell the exchange notes.


                                      -8-
<PAGE>



                                 USE OF PROCEEDS

         The exchange offer is intended to satisfy our obligations under the
registration rights agreement we entered into with the initial purchasers of the
initial notes. We will not receive any cash proceeds from the issuance of the
exchange notes in the exchange offer.

         We received net proceeds of approximately $347 million from the private
offering of the initial notes, after application of offering discounts and
underwriters fees. We used approximately $316 million of the net proceeds to
finance our acquisition on November 25, 2002 of 100% of the outstanding common
shares of Best Lock Corporation dba Best Access Systems. The balance of the net
proceeds related to the fees and expenses associated with the acquisition of
Best Lock, other fees and expenses relating to the offering of the initial
notes, and for general corporate purposes, including the financing of our
operations and the repayment of short-term indebtedness.

         The payment of our short-term indebtedness included repayment of a
portion of our U.S. commercial paper indebtedness issued at varying rates and
a portion of our 7 3/8% Notes that became due December 2002 in the principal
amount of $100 million.

                                      -9-
<PAGE>

                            DESCRIPTION OF THE NOTES

         The initial notes due 2007 and the initial notes due 2012 were issued,
and the exchange notes due 2007 and the exchange notes due 2012 will be issued,
as separate series of securities under an indenture dated as of November 1,
2002, between us and JPMorgan Chase Bank, as trustee. Unless otherwise
specified, as used in this section "notes" shall mean both the exchange notes
due 2007 and the exchange notes due 2012.

         The indenture provides that we will have the ability to issue
securities with terms different than those of the notes, to "reopen" a previous
issue of a series of securities (including the notes) and to issue additional
securities of any series (including the notes). Copies of the indenture and the
form of the notes are available from us upon request. The following summary of
certain provisions of the indenture and the notes does not purport to be
complete and is subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture, including those made part of the indenture
by reference to the Trust Indenture Act of 1939, as in effect on the date of the
indenture, and the definitions in the indenture of certain terms. The notes are
subject to all such terms, and holders of notes are referred to the indenture
and the Trust Indenture Act for a statement of those terms.

         Because the following is only a summary, it does not contain all
information that you may find useful. For further information you should read
the notes and the indenture. Capitalized terms used and not defined in this
summary have the meaning ascribed to such terms in the indenture.

GENERAL

         The notes will have the following basic terms:

    o    the notes will be our unsecured obligations and will rank equally with
         all of our other unsecured and unsubordinated indebtedness;

    o    the notes due 2007 will accrue interest at a rate of 3 1/2% per year
         and will mature on November 1, 2007;

    o    the notes due 2012 will accrue interest at a rate of 4 9/10% per year
         and will mature on November 1, 2012;

    o    interest will accrue on the notes (excluding the maturity date) from
         the most recent interest payment date to or for which interest has been
         paid or duly provided (or if no interest has been paid or duly provided
         for, from the issue date of the notes), payable semi-annually in
         arrears on May 1 and November 1 of each year, beginning on November 1,
         2003; and

    o    we may redeem the notes at any time at our option as described below
         under "-Optional Redemption."

         Interest will be paid to the person in whose name a note is registered
at the close of business on the April 15 or October 15, as the case may be,
immediately preceding the relevant interest payment date. Interest on the notes
will be computed on the basis of a 360-day year composed of twelve 30-day
months.

         If any interest payment date, maturity date or redemption date of a
note falls on a day that is not a business day, the required payment of
principal and interest will be made on the next succeeding business day as if
made on the date that the payment was due and no interest will accrue on that
payment for the period from and after that interest payment date, maturity date
or redemption date, as the case may be, to the date of that payment on the next
succeeding business day. The term "business day" means, with respect to any
note, any day other than a Saturday, a Sunday or a day on which banking
institutions or trust companies in The City of New York are authorized or
required by law, regulation or executive order to close.

         The notes will be issued only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000 above that amount.
The notes will be represented by one or more global notes registered in the name
of a nominee of DTC.

RANKING

         Payment of the principal and interest on the notes will rank equally
with all our other unsecured and unsubordinated indebtedness. Since our
operations are partially conducted through our subsidiaries, the cash flow and
the consequent ability to service our indebtedness, including the notes, is
partially dependent upon the earnings

                                      -10-
<PAGE>

of our subsidiaries and the distribution of those earnings or upon the payments
of funds by those subsidiaries to us. Our subsidiaries are separate and distinct
legal entities and have no obligation, contingent or otherwise, to pay any
amounts due pursuant to the notes or to make funds available to us, whether by
dividends, loans or other payments. In addition, the payment of dividends and
the making of loans and advances to us by our subsidiaries may be subject to
contractual or statutory restrictions, are contingent upon the earnings of those
subsidiaries and are subject to various business considerations. Any right we
may have to receive assets of any of our subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the notes to
participate in those assets) will be effectively subordinated to the claims of
such subsidiary's creditors, including trade creditors.

OPTIONAL REDEMPTION

         The Stanley Works (the "Company") may redeem any of the notes in whole
or in part, at its option, at any time prior to their maturity, at a redemption
price equal to the greater of (i) 100% of the principal amount of such notes and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at, in each case, the Treasury
Rate plus 15 basis points for the notes due 2007 (the "2007 Make-Whole Amount")
and 20 basis points for the notes due 2012 (the "2012 Make-Whole Amount;" and,
together with the 2007 Make-Whole Amount, the "Make-Whole Amount"), plus, in
each case, accrued interest thereon to the date of redemption.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
or securities selected by an Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such notes.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (ii) if the Company obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Salomon Smith Barney Inc. or their affiliates which are
primary United States government securities dealers, and their respective
successors, and three other firms which are primary United States government
securities dealers that the Company selects; provided, however, that if any of
the foregoing shall cease to be a primary United States government securities
dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.

         The Company will mail notice of any redemption at least 30 days, but
not more than 60 days, before the redemption date to each holder of notes to be
redeemed.

         Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the notes or portion
thereof called for redemption.

                                      -11-
<PAGE>

CERTAIN COVENANTS

         Except as set forth below or in any indenture supplemental to the
indenture or in a board resolution of the Company establishing a series of
securities under the indenture, the indenture does not:

    o    limit the amount of indebtedness or lease obligations that may be
         incurred by us and our subsidiaries; or

    o    contain provisions which would give holders of the notes the right to
         require us to repurchase their notes in the event of a decline in the
         credit rating of our debt securities resulting from a change in
         control, recapitalization or similar restructuring or in the case of
         any other event.

    LIMITATION ON LIENS

         The indenture provides that if the Company or any Restricted Subsidiary
shall issue, assume or guarantee any evidence of indebtedness for money borrowed
("Indebtedness") secured by a mortgage, security interest, pledge or lien
("Mortgage") on any Principal Property, or shares of stock or Indebtedness of
any Restricted Subsidiary, the Company will secure or cause such Restricted
Subsidiary to secure any debt securities issued under the indenture (the
"Securities") equally and ratably with such secured Indebtedness, unless the
aggregate amount of all such secured Indebtedness, together with all
Attributable Debt outstanding pursuant to the first paragraph of the "Limitation
on Sale and Lease-back Transactions" covenant described below, would not exceed
10% of Consolidated Net Worth.

         Such limitation will not apply to Indebtedness secured by (a) Mortgages
on property of any corporation existing at the time such corporation becomes a
Restricted Subsidiary, (b) Mortgages on any property existing at the date of the
indenture or at the time of acquisition by the Company or a Restricted
Subsidiary (including acquisition through merger or consolidation), (c)
Mortgages securing Indebtedness of a Restricted Subsidiary to the Company or to
another Restricted Subsidiary, (d) purchase money and construction Mortgages
entered into within specified time limits, (e) mechanics' liens, tax liens,
liens in favor of any governmental body to secure progress, advance or other
payments or the acquisition of real or personal property from any governmental
body pursuant to contract or provision of statute, any other liens, charges and
encumbrances incidental to construction, conduct of business or ownership of
property of the Company or any Restricted Subsidiary which were not incurred in
connection with borrowing money, obtaining advances or credits or the
acquisition of property and in the aggregate do not materially impair use of any
Principal Property or which are being contested in good faith or (f) any
extension, renewal or replacement of any of the aforementioned Mortgages not in
excess of the principal amount of such Indebtedness plus the fee incurred in
connection with such transaction.

    LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

         The indenture provides that neither the Company nor any Restricted
Subsidiary may enter into any sale and lease-back transaction involving any
Principal Property unless the aggregate amount of all Attributable Debt with
respect to such transactions, together with all Indebtedness outstanding
pursuant to the first paragraph of the "Limitation on Liens" covenant described
above, would not exceed 10% of Consolidated Net Worth.

         Such limitation will not apply to any sale and lease-back transaction
if (a) the lease is for a period of not more than three years, (b) the
purchaser's commitment is obtained within a specified period after the
acquisition, construction or placing in service of the Principal Property, (c)
the rent payable pursuant to such lease is to be reimbursed under a contract
with the United States Government or instrumentality or agency thereof, (d) the
transaction is between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, (e) the Company or such Restricted Subsidiary would be
entitled as described in "Limitation on Liens," above, to mortgage such
Principal Property without equally and ratably securing the Securities, or (f)
the Company or such Restricted Subsidiary, within 180 days after the effective
date of the transaction, applies to the retirement of Securities or other
Indebtedness of the Company or a Restricted Subsidiary an amount equal to (A)
either (i) the lesser of the net proceeds of the sale or transfer or the book
value at the date of such sale or transfer of the Principal Property leased, if
the transaction is for cash, or (ii) the fair market value of the Principal
Property leased, if the transaction is for other than cash, minus (B) the amount
equal to the principal amount of Securities delivered to the trustee within such
180 days for cancellation and the principal amount of Indebtedness voluntarily
retired (including any premium or fee paid in connection therewith) within such
180 days.

                                      -12-
<PAGE>

    CONSOLIDATION, MERGER AND SALE OF ASSETS

         The Company may consolidate or merge with or into any other
corporation, and the Company may sell or transfer all or substantially all of
its assets to another corporation, provided, among other things, that (a) the
corporation formed by or resulting from any such consolidation or merger or the
transferee of such assets shall be a corporation organized and existing under
the laws of the United States, any state thereof or the District of Columbia and
shall expressly assume by supplemental indenture payment of the principal of and
premium, if any, and interest, if any, on the Securities and the performance and
observance of the indenture and (b) the Company or such successor corporation
shall not immediately thereafter be in default under the indenture.

    DEFINITION OF CERTAIN TERMS

         "Restricted Subsidiary" means a Subsidiary (i) substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States, and (ii) which owns a Principal Property;
provided, however, that the term shall not include any Subsidiary which is
solely or primarily engaged in the business of providing or obtaining financing
for the sale or lease of products sold or leased by the Company or any
Subsidiary or which is primarily engaged in the business of a finance company
either on a secured or an unsecured basis.

         "Principal Property" means all real property and tangible personal
property constituting a manufacturing plant located within the United States
owned by the Company or a Restricted Subsidiary, exclusive of (i) motor
vehicles, mobile materials-handling equipment and other rolling stock, (ii)
office furnishings and equipment, information and electronic data processing
equipment, (iii) any property financed through obligations issued by a state or
possession of the United States, or any political subdivision or instrumentality
of the foregoing, on which the interest is not, in the opinion of tax counsel of
recognized standing or in accordance with a ruling issued by the Internal
Revenue Service, includable in gross income of the holder by reason of Section
103(a) of the Internal Revenue Code (or any successor to such provision) as in
effect at the time of the issuance of such obligations, (iv) any real property
held for development or sale, or (v) any property the gross book value of which
(including related land and improvements thereon and all machinery and equipment
included therein without deduction of any depreciation reserves) is less than
10% of Consolidated Net Worth or which the board of directors of the Company
determines is not material to the operation of the business of the Company and
its Subsidiaries taken as a whole.

         "Consolidated Net Worth" means the excess over current liabilities of
all assets properly appearing on a consolidated balance sheet of the Company and
its consolidated Subsidiaries after deducting the minority interests of others
in Subsidiaries. A Subsidiary is defined to mean any corporation of which at
least a majority of all outstanding stock having ordinary voting power in the
election of directors of such corporation is at the time, directly or
indirectly, owned by the Company or by one or more Subsidiaries of the Company
or by the Company and one or more Subsidiaries.

         "Attributable Debt" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price of
the Principal Property so leased multiplied by a fraction the numerator of which
is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and
(ii) the total obligation (discounted to present value at the implicit interest
factor, determined in accordance with generally accepted financial practice,
included in the rental payments or, if such interest factor cannot readily be
determined, at a rate of interest of 10% per annum, compounded semi-annually) of
the lessee for rental payments (other than amounts required to be paid on
account of property taxes as well as maintenance, repairs, insurance, water
rates and other items which do not constitute payments for property rights)
during the remaining portion of the base term of lease included in such
transaction.

EVENTS OF DEFAULT

         The following events are defined in the indenture as "Events of
Default" with respect to a series of Securities:

              (1)  default in the payment of any installment of interest on any
                   Securities in such series for 30 days after becoming due;

                                      -13-
<PAGE>

              (2)  default in the payment of principal or premium, if any, of
                   any Securities in such series when due;

              (3)  default in the performance of any other covenant for 90 days
                   after notice;

              (4)  involuntary acceleration of the maturity of other
                   Indebtedness of the Company in excess of $10 million for
                   money borrowed which acceleration shall not be rescinded or
                   annulled, or which Indebtedness shall not be discharged,
                   within 10 days after notice;

              (5)  entry of certain court orders which would require the Company
                   to make payments exceeding $25 million and where 60 days have
                   passed since the entry of the order without it having been
                   satisfied or stayed;

              (6)  certain events of bankruptcy, insolvency or reorganization;
                   and

              (7)  any other Event of Default that may be set forth in the
                   supplemental indenture or board resolution with respect to a
                   particular series of Securities.

         If an Event of Default shall occur and be continuing with respect to a
series of Securities, either the trustee or the holders of at least 25% in
principal amount of the outstanding Securities (or such lesser amount as may be
provided for in the Securities of such series) of such series may declare the
entire principal amount of all the Securities of such series to be due and
payable.

         The indenture provides that the trustee shall, within 90 days after the
occurrence of default with respect to a particular series of Securities, give
the holders of the Securities of such series notice of such default known to it
(the term default to mean the events specified above without grace periods);
provided that, except in the case of default in the payment of principal or
premium, if any, or interest, if any, on any of the Securities of such series,
the trustee shall be protected in withholding such notice if it in good faith
determines the withholding of such notice is in the interest of the holders of
the Securities of such series.

         The Company is required to furnish the trustee annually a statement by
certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under the indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default.

         No holder of any Security of any particular series shall have any right
to institute any judicial or other proceeding with respect to the indenture, or
for the appointment of a receiver or trustee, or for any other remedy unless:

              (1)  an Event of Default shall have occurred and be continuing and
                   such holder shall have given the trustee prior written notice
                   of such continuing Event of Default;

              (2)  the holders of not less than 25% of the outstanding principal
                   amount of Securities of a particular series shall have
                   requested the trustee for such series to institute
                   proceedings in respect of such Event of Default;

              (3)  the trustee shall have been offered reasonable indemnity
                   against its costs, expenses and liabilities in complying with
                   such request;

              (4)  the trustee shall have failed to institute proceedings 60
                   days after the receipt of such notice, request and offer of
                   indemnity; and

              (5)  no direction inconsistent with such written request shall
                   have been given for 60 days by the holders of a majority in
                   principal amount of the outstanding Securities of such
                   series.

         The holders of a majority in principal amount of a particular series of
Securities outstanding will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee with respect to such series or exercising any trust or
power conferred to the trustee, and to waive certain defaults. The indenture
provides that in case an Event of Default shall occur and be continuing,

                                      -14-
<PAGE>

the trustee shall exercise such of its rights and powers under the indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.
Subject to such provisions, the trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request of any of the
holders of the Securities unless they shall have offered to the trustee security
or indemnity reasonably satisfactory to the trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request.

MODIFICATION AND WAIVERS

         Modification and amendments of the indenture may be made by the Company
and the trustee with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Securities of each series affected
thereby; provided, however, that no such modification or amendment may, without
the consent of the holder of each outstanding Security affected thereby, (a)
change the stated maturity of the principal of, or any premium or installment of
interest on, or any additional amounts with respect to, any Security, (b) reduce
the principal amount of, or the rate (or modify the calculation of such rate) of
interest on, or any additional amounts with respect to, or any premium payable
upon the redemption of, any Security, (c) change the obligation of the Company
to pay additional amounts with respect to any Security or reduce the amount of
the principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof or the amount
thereof provable in bankruptcy, (d) change the redemption provisions of any
Security or adversely affect the right of repayment at the option of any holder
of any Security, (e) change the place of payment or the coin or currency in
which the principal of, any premium or interest on or any additional amounts
with respect to any Security is payable, (f) impair the right to institute suit
for the enforcement of any payment on or after the stated maturity of any
Security, (g) reduce the percentage in principal amount of the outstanding
Securities, the consent of whose holders is required in order to take certain
actions, (h) reduce the requirements for quorum or voting by holders of
Securities in Section 15.4 of the indenture, (i) modify any of the provisions in
the indenture regarding the waiver of past defaults and the waiver of certain
covenants by the holders of Securities except to increase any percentage vote
required or to provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each Security affected
thereby, (j) make any change that adversely affects the right to convert or
exchange any Security into or for common stock of the Company or other
securities in accordance with its terms or (k) modify any of the above
provisions.

         The holders of at least a majority in aggregate principal amount of the
Securities of any series may, on behalf of the holders of all Securities of such
series, waive compliance by the Company with certain restrictive provisions of
the indenture. The holders of not less than a majority in aggregate principal
amount of the outstanding Securities of any series may, on behalf of the holders
of all Securities of such series, waive any past default and its consequences
under the indenture with respect to the Securities of such series, except a
default (a) in the payment of principal of (or premium, if any), any interest on
or any additional amounts with respect to Securities of such series or (b) in
respect of a covenant or provision of the indenture that cannot be modified or
amended without the consent of the holder of each Security of any series.

         Under the indenture, the Company will be required to furnish the
trustee annually a statement as to performance by the Company of certain of its
obligations under the indenture and as to any default in such performance. The
Company is also required to deliver to the trustee, within five days after
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would constitute an Event of Default.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

         The Company may discharge certain obligations to holders of any series
of Securities that have not already been delivered to the trustee for
cancellation and that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) by
depositing with the trustee, in trust, funds in U.S. dollars or in the foreign
currency in which such Securities are payable in an amount sufficient to pay the
entire indebtedness on such Securities with respect to principal (and premium
and additional amounts, if any) and interest to the date of such deposit (if
such Securities have become due and payable) or to the maturity thereof or the
date of redemption of such securities, as the case may be.

                                      -15-
<PAGE>

         The indenture provides that, unless the provisions of Section 4.2
thereof are made inapplicable to the Securities of or within any series pursuant
to Section 3.1 thereof, the Company may elect either (a) to defease and be
discharged from any and all obligations with respect to such Securities (except
for, among other things, the obligation to pay additional amounts, if any, upon
the occurrence of certain events of taxation, assessment or governmental charge
with respect to payments on such Securities and other obligations to register
the transfer or exchange of such Securities, to replace temporary or mutilated,
destroyed, lost or stolen Securities, to maintain an office or agency with
respect to such Securities and to hold moneys for payment in trust)
("defeasance") or (b) to be released from its obligations with respect to such
Securities under the covenants described under "Limitation on Liens" and
"Limitation on Sale and Lease-back Transactions" above or, if provided pursuant
to Section 3.1 of the indenture, its obligations with-respect to any other
covenant, and any omission to comply with such obligations shall not constitute
a default or an Event of Default with respect to such Securities ("covenant
defeasance"). Defeasance or covenant defeasance, as the case may be, shall be
conditioned upon, among other things, the irrevocable deposit by the Company
with the trustee, in trust, of an amount in U.S. dollars or in the foreign
currency in which such Securities are payable at stated maturity, or government
obligations, or both, applicable to such Securities which through the scheduled
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient to pay the principal of (and premium, if any) and
interest on such Securities on the scheduled due dates therefor.

         In the event the Company effects covenant defeasance with respect to
any Securities and such Securities are declared due and payable because of the
occurrence of any Event of Default other than an Event of Default with respect
to Sections 10.5 and 10.6 of the indenture (which Sections would no longer be
applicable to such Securities after such covenant defeasance) or with respect to
any other covenant as to which there has been covenant defeasance, the amount in
such foreign currency in which such Securities are payable, and government
obligations on deposit with the trustee, will be sufficient to pay amounts due
on such Securities at the time of the stated maturity but may not be sufficient
to pay amounts due on such Securities at the time of the acceleration resulting
from such Event of Default. However, the Company would remain liable to make
payment of such amounts due at the time of acceleration.

GOVERNING LAW

         The indenture is, and the notes will be, governed by, and construed in
accordance with, the laws of the State of New York.

REGARDING THE TRUSTEE

         The trustee is permitted to engage in other transactions with the
Company and its subsidiaries from time to time, provided that if the trustee
acquires any conflicting interest it must eliminate such conflict upon the
occurrence of an Event of Default, or else resign.




                                      -16-
<PAGE>



                          BOOK-ENTRY; DELIVERY AND FORM

         Principal and interest payments on global securities registered in the
name of DTC's nominee will be made in immediate available funds to DTC's nominee
as the registered owner of the global securities. We and the trustee will treat
DTC's nominee as the owner of the global securities for all other purposes as
well. Accordingly, we, the trustee, any paying agent and the initial purchasers
will have no direct responsibility or liability for any aspect of the records
relating to payments made on account of beneficial interests in the global
securities or for maintaining, supervising or reviewing any records relating to
these beneficial interests. It is DTC's current practice, upon receipt of any
payment of principal or interest, to credit direct participants' accounts on the
payment date according to their respective holdings of beneficial interests in
the global securities. These payments will be the responsibility of the direct
and indirect participants and not of DTC, the trustee or us.

         So long as DTC or its nominee is the registered owner or holder of the
global security, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the notes represented by the global security for the
purposes of:

    o    receiving payment on the notes;

    o    receiving notices; and

    o    for all other purposes under the Indenture and the notes.

         Beneficial interests in the notes will be evidenced only by, and
transfers of the notes will be effected only through, records maintained by DTC
and its participants.

         Except as described below, owners of beneficial interests in a global
security will not be entitled to receive physical delivery of certificated notes
in definitive form and will not be considered the holders of the global security
for any purposes under the Indenture. Accordingly, each person owning a
beneficial interest in a global security must rely on the procedures of DTC.
And, if that person is not a participant, the person must rely on the procedures
of the participant through which that person owns its interest, to exercise any
rights of a holder under the Indenture. Under existing industry practices, if we
request any action of holders or an owner of a beneficial interest in a global
security desires to take any action under the Indenture, DTC would authorize the
participants holding the relevant beneficial interest to take that action. The
participants then would authorize beneficial owners owning through the
participants to take the action or would otherwise act upon the instructions of
beneficial owners owning through them.

         DTC has advised us that it will take any action permitted to be taken
by a holder of notes only at the direction of one or more participants to whose
account with DTC interests in the global security are credited. Further, DTC
will take action only as to the portion of the aggregate principal amount at
maturity of the notes as to which the participant or participants has or have
given the direction.

         Although DTC, the Euroclear System ("Euroclear") and Clearstream
Banking, S.A. of Luxembourg ("Clearstream") have agreed to the procedures
described above in order to facilitate transfers of interests in global
securities among participants in DTC, Euroclear and Clearstream, they are under
no obligation to perform these procedures, and the procedures may be
discontinued at any time. None of us, the trustee, any agent of the initial
purchasers or ours will have any responsibility for the performance by DTC,
Euroclear and Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

         DTC has provided the following information to us. DTC is a:

    o    limited-purpose trust company organized under the New York Banking Law;

    o    banking organization within the meaning of the New York Banking Law;

    o    member of the U.S. Federal Reserve System;

    o    clearing corporation within the meaning of the New York Uniform
         Commercial Code; and

    o    clearing agency registered under the provisions of Section 17A of the
         Securities Exchange Act.

                                      -17-
<PAGE>

CERTIFICATED NOTES

         Except as otherwise provided in or pursuant to the Indenture, notes
represented by a global security are exchangeable for certificated notes only
if:

    o    DTC notifies us that it is unwilling, unable or ineligible to continue
         as depository and a successor depository is not appointed by us within
         90 days;

    o    we execute and deliver to the Trustee a statement that such global
         security shall be so exchangeable; or

    o    an event of default or an event which, with the giving of notice or
         lapse of time, or both, would constitute an Event of Default relating
         to the notes represented by the global security has occurred and is
         continuing.

         Any global security that is exchangeable for certificated notes in
accordance with the preceding sentence will be transferred to, and registered
and exchanged for, certificated notes in authorized denominations and registered
in the names as DTC or its nominee may direct. However, a global security is
only exchangeable for a global security of like denomination. If a global
security becomes exchangeable for certificated notes:

    o    certificated notes will be issued only in fully registered form in
         denominations of $5,000 or integral multiples of $5,000;

    o    payment of principal, premium, if any, and interest on the certificated
         notes will be payable, and the transfer of the certificated notes will
         be registrable, at the office or agency we maintain for these purposes;
         and

    o    no service charge will be made for any issuance of the certificated
         notes, although the issuers may require payment of a sum sufficient to
         cover any tax or governmental charge imposed in connection with the
         issuance.

         Transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.

         Subject to compliance with the transfer restrictions applicable to the
notes, cross-market transfers between the participants in DTC, on the one hand,
and Euroclear or Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparts in such system in
accordance with the rules and procedures and within the established deadlines,
Brussels time, of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the relevant global notes in DTC,
and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to the
depositories for Euroclear or Clearstream.

         Because of time zone differences, the securities account of a Euroclear
or Clearstream participant purchasing an interest in a global note from a
participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day, which must be a business day for Euroclear and
Clearstream, immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of interest in a global security
by or through a Euroclear or Clearstream participant to a participant in DTC
will be received with value on the settlement date of DTC but will be available
in the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTC's settlement date.



                                      -18-
<PAGE>




                                 EXCHANGE OFFER

    REGISTRATION RIGHTS AGREEMENT

         The initial notes were originally issued on November 1, 2002 to Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., BNP
Paribas Securities Corp. and Fleet Securities, Inc., pursuant to a purchase
agreement dated October 29, 2002. The initial purchasers subsequently resold the
initial notes to qualified institutional buyers in reliance on Rule 144A under
the Securities Act, and outside the United States in accordance with Regulation
S under the Securities Act. We are parties to a registration rights agreement
with the initial purchasers entered into as a condition to the closing under the
purchase agreement. Pursuant to the registration rights agreement, we agreed,
for the benefit of the holders of the initial notes, at our cost to:

    o    file an exchange offer registration statement on or before April 30,
         2003 with the Securities and Exchange Commission with respect to the
         exchange offer for the initial notes; and

    o    use our best efforts to cause the exchange offer registration statement
         to be declared effective under the Securities Act by July 29, 2003.

         Upon the exchange offer registration statement being declared
effective, we will offer the exchange notes due 2007 in exchange for surrender
of the initial notes due 2007 and the exchange notes due 2012 in exchange for
surrender of the initial notes due 2012. We will keep the exchange offer open
for not less than 30 calendar days, or longer if required by applicable law,
after the date on which notice of the exchange offer is mailed to the holders of
the initial notes. For each initial note due 2007 or initial note due 2012
surrendered to us pursuant to the exchange offer, the holder of such initial
note will receive an exchange note due 2007 or exchange note due 2012, as the
case may be, having a principal amount equal to that of the surrendered initial
note.

         Under existing interpretations of the staff of the Securities and
Exchange Commission contained in several no-action letters to third parties, we
believe that the exchange notes will in general be freely tradeable after the
exchange offer without further registration under the Securities Act. However,
any purchaser of initial notes who is an "affiliate" of ours or who intends to
participate in the exchange offer for the purpose of distributing the exchange
notes:

    o    will not be able to rely on these interpretations of the staff of the
         Securities and Exchange Commission;

    o    will not be able to tender its initial notes in the exchange offer; and

    o    must comply with the registration and prospectus delivery requirements
         of the Securities Act in connection with any sale or transfer of the
         initial notes, unless such sale or transfer is made pursuant to an
         exemption from such requirements.

         As contemplated by these no-action letters and the registration rights
agreement, each holder accepting the exchange offer is required to represent to
us in the letter of transmittal that:

    o    the holder is not an "affiliate" of ours within the meaning of Rule 405
         under the Securities Act;

    o    the holder or any such other person is not engaged in, does not intend
         to engage in, and has no arrangement or understanding with any person
         to participate in, a distribution of the exchange notes; and

    o    it is acquiring the exchange notes in the ordinary course of business.

         Each holder participating in the exchange offer for the purpose of
distributing the exchange notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale of the
exchange notes and cannot rely on those no-action letters.

         For a description of the procedures for resales by broker-dealers, see
"Plan of Distribution."

                                      -19-
<PAGE>

    SHELF REGISTRATION STATEMENT

         If applicable interpretations of the Commission do not permit us to
effect the exchange of the initial notes for the exchange notes, or, under
certain other circumstances, including if for any other reason the exchange
offer registration statement is not declared effective by July 29, 2003, we
will:

    o    as promptly as practicable, file a shelf registration statement
         covering resales of the initial notes;

    o    use our best efforts to cause the shelf registration statement to be
         declared effective under the Securities Act by August 28, 2003; and

    o    use our reasonable efforts to keep effective the shelf registration
         statement until the earlier of two years after its effective date or
         until all of the initial notes covered by the shelf registration
         statement have been sold or otherwise cease to be registrable
         securities within the meaning of the registration rights agreement.

         We will, in the event of the filing of a shelf registration statement,
provide to each holder of the notes copies of the prospectus which is a part of
the shelf registration statement and notify each such holder when the shelf
registration statement for the notes has become effective. A holder of notes
that sells such notes pursuant to the shelf registration statement generally
will be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers, will be subject to certain
of the civil liability provisions under the Securities Act in connection with
such sales and will be bound by the provisions of the registration rights
agreement which are applicable to such a holder (including certain
indemnification obligations). In addition, each holder of the notes will be
required to deliver information to be used in connection with the shelf
registration statement and to provide comments on the shelf registration
statement in order to have their notes included in the shelf registration
statement and to benefit from the provisions regarding the increase in the
interest rate borne by the notes described in the succeeding paragraph.

         In the event that either (a) the exchange offer registration statement
is not filed with the SEC on or prior to April 30, 2003, (b) the exchange offer
registration statement is not declared effective on or prior to July 29, 2003 or
(c) the exchange offer is not consummated or a shelf registration statement with
respect to the notes is not declared effective on or prior to August 28, 2003,
the interest rate borne by the notes shall be increased by 0.25% per year with
respect to the first 90-day period (or portion thereof) following April 30, 2003
in the case of clause (a) above, July 29, 2003 in the case of clause (b) above
and August 28, 2003 in the case of clause (c) above. The additional interest
payable as described in the immediately preceding sentence will increase by an
additional 0.25% per year for each subsequent 90-day period (or portion
thereof), up to a maximum amount of 0.50% per year. Upon (i) the filing of the
exchange offer registration statement after April 30, 2003 described in clause
(a) above, (ii) the effectiveness of the exchange offer registration statement
after July 29, 2003 described in clause (b) above or (iii) the consummation of
the exchange offer or the effectiveness of the shelf registration statement,
after August 28, 2003 described in clause (c) above, the interest rate on the
notes from the date of such filing, effectiveness or consummation, as the case
may be, will be reduced to the original interest rate set forth on the cover
page of this prospectus.

         This summary of certain provisions of the registration rights agreement
does not purport to be complete and is subject to, and is qualified in its
entirety by, all the provisions of the registration rights agreement, a copy of
which is filed as an exhibit to the registration statement of which this
prospectus is a part.

         Following consummation of the exchange offer, holders of initial notes
who are eligible to participate in the exchange offer but who do not tender
their initial notes will not have any additional registration rights and such
initial notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for such initial notes could be
adversely affected.

    EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION

         The exchange offer will expire at 5:00 p.m., New York City time, on
[_____], 2003, unless we extend it in our reasonable discretion. The expiration
date of the exchange offer will be at least 20 business days after we mail
notice of the exchange offer to holders as provided in Rule 14e-1(a) under the
Securities Exchange Act of 1934 and the registration rights agreement.

                                      -20-
<PAGE>

         To extend the expiration date, we will need to notify the exchange
agent of any extension by oral, promptly confirmed in writing, or written
notice. We will also need to notify the holders of the initial notes by mailing
an announcement or by means of a press release or other public announcement
communicated, unless otherwise required by applicable law or regulation, before
9:00 A.M., New York City time, on the next business day after the previously
scheduled expiration date.

         We expressly reserve the right:

    o    to delay acceptance of any initial notes, to extend the exchange offer
         or to terminate the exchange offer and not permit acceptance of initial
         notes not previously accepted if any of the conditions described below
         under "--Conditions to the Exchange Offer" have occurred and have not
         been waived by us, if permitted to be waived, by giving oral or written
         notice of the delay, extension or termination to the exchange agent; or

    o    to amend the terms of the exchange offer in any manner.

         If we amend the exchange offer in a manner determined by us to
constitute a material change, we will promptly disclose the amendment in a
manner reasonably calculated to inform the holders of the initial notes of the
amendment including providing public announcement, or giving oral or written
notice to the holders of the initial notes. A material change in the terms of
the exchange offer could include a change in the timing of the exchange offer, a
change in the exchange agent and other similar changes in the terms of the
exchange offer. If any material change is made to the terms of the exchange
offer, we will disclose the change by means of a post-effective amendment to the
registration statement of which this prospectus is a part and will distribute an
amended or supplemented prospectus to each registered holder of initial notes.
In addition, we will also extend the exchange offer for an additional five to
ten business days as required by the Securities Exchange Act, depending on the
significance of the amendment, if the exchange offer would otherwise expire
during that period. Any delay in acceptance, extension, termination or amendment
will be followed as promptly as practicable by oral, promptly confirmed in
writing, or written notice to the exchange agent.

    PROCEDURES FOR TENDERING INITIAL NOTES

         To tender your initial notes in this exchange offer, you must use one
of the three alternative procedures described below:

Regular Delivery Procedure:   Complete, sign and date the letter of transmittal,
                              or a facsimile of the letter of transmittal. Have
                              the signatures on the letter of transmittal
                              guaranteed if required by the letter of
                              transmittal. Mail or otherwise deliver the letter
                              of transmittal or the facsimile, together with the
                              certificates representing your initial notes being
                              tendered and any other required documents, to the
                              exchange agent on or before 5:00 p.m., New York
                              City time, on the expiration date.

Book-entry
  Delivery Procedure:         Send a timely confirmation of a book-entry
                              transfer of your initial notes, if this procedure
                              is available, into the exchange agent's account at
                              The Depository Trust Company ("DTC") as
                              contemplated by the procedures for book-entry
                              transfer described under "--Book-Entry Delivery
                              Procedure" below, on or before 5:00 p.m., New York
                              City time, on the expiration date.

Guaranteed                    Delivery Procedure: If time will not permit you to
                              complete your tender by using the procedures
                              described above before the expiration date, comply
                              with the guaranteed delivery procedures described
                              under "--Guaranteed Delivery Procedure" below.

         The method of delivery of initial notes, the letter of transmittal and
all other required documents is at your election and risk. Instead of delivery
by mail, we recommend that you use an overnight or hand-delivery service. If you
choose the mail, we recommend that you use registered mail, properly insured,
with return receipt requested. In

                                      -21-
<PAGE>

all cases, you should allow sufficient time to assure timely delivery. You
should not send any letters of transmittal or initial notes to us. You must
deliver all documents to the exchange agent at its address provided below. You
may also request your respective brokers, dealers, commercial banks, trust
companies or nominees to tender your initial notes on your behalf.

         Only a holder of initial notes may tender initial notes in this
exchange offer. For purposes of this exchange offer, a holder is any person in
whose name initial notes are registered on our books or any other person who has
obtained a properly completed bond power from the registered holder.

         If you are the beneficial owner of initial notes that are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your notes, you must contact this registered holder
promptly and instruct this registered holder to tender these notes on your
behalf. If you wish to tender these initial notes on your own behalf, you must,
before completing and executing the letter of transmittal and delivering your
initial notes, either make appropriate arrangements to register the ownership of
these notes in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.

         You must have any signatures on a letter of transmittal or a notice of
withdrawal guaranteed by an eligible institution. An eligible institution is:

    o    a member firm of a registered national securities exchange or of the
         National Association of Securities Dealers, Inc.;

    o    a commercial bank or trust company having an office or correspondent in
         the United States; or

    o    an eligible guarantor institution within the meaning of Rule 17Ad-15
         under the Securities Exchange Act.

         However, signatures on a letter of transmittal do not have to be
guaranteed if initial notes are tendered:

    o    by a registered holder, or by a participant in DTC in the case of
         book-entry transfers, whose name appears on a security position listing
         as the owner, who has not completed the box entitled "Special Issuance
         Instructions" or "Special Delivery Instructions" on the letter of
         transmittal and only if the exchange notes are being issued directly to
         this registered holder, or deposited into this participant's account at
         DTC in the case of book-entry transfers; or

    o    for the account of an eligible institution.

         If the letter of transmittal or any bond powers are signed by:

    o    the recordholder(s) of the initial notes tendered: The signature must
         correspond with the name(s) written on the face of the initial notes
         without alteration, enlargement or any change whatsoever;

    o    a participant in DTC: The signature must correspond with the name as it
         appears on the security position listing as the holder of the initial
         notes;

    o    a person other than the registered holder of any initial notes: These
         initial notes must be endorsed or accompanied by bond powers and a
         proxy that authorize this person to tender the initial notes on behalf
         of the registered holder, in satisfactory form to us as determined in
         our sole discretion, in each case, as the name of the registered holder
         or holders appears on the initial notes; or

    o    trustees, executors, administrators, guardians, attorneys-in-fact,
         officers of corporations or others acting in a fiduciary or
         representative capacity: These persons should so indicate such
         capacities when signing. Unless waived by us, evidence satisfactory to
         us of their authority to so act must also be submitted with the letter
         of transmittal.

    BOOK-ENTRY DELIVERY PROCEDURE

         Any financial institution that is a participant in DTC's system may
make book-entry deliveries of initial notes by causing DTC to transfer these
initial notes into the exchange agent's account at DTC according to DTC's
procedures for transfer. To effectively tender notes through DTC, the financial
institution that is a participant in DTC will electronically transmit its
acceptance through the Automatic Tender Offer Program. DTC will then edit

                                      -22-
<PAGE>

and verify the acceptance and send an agent's message to the exchange agent for
its acceptance. An agent's message is a message transmitted by DTC to the
exchange agent stating that DTC has received an express acknowledgment from the
participant in DTC tendering the initial notes that the participant has received
and agrees to be bound by the terms of the letter of transmittal, and that we
may enforce this agreement against the participant. The exchange agent will make
a request to establish an account for the initial notes at DTC for purposes of
the exchange offer within two business days after the date of this prospectus.

         A delivery of initial notes through a book-entry transfer into the
exchange agent's account at DTC will only be effective if an agent's message or
the letter of transmittal or a facsimile of the letter of transmittal with any
required signature guarantees and any other required documents is transmitted to
and received by the exchange agent at the address indicated below under
"--Exchange Agent" on or before the expiration date unless the guaranteed
delivery procedures described below are complied with. Delivery of documents to
DTC does not constitute delivery to the Exchange Agent.

    GUARANTEED DELIVERY PROCEDURE

         If you are a registered holder of initial notes and desire to tender
your notes, and (1) these notes are not immediately available, (2) time will not
permit your notes or other required documents to reach the exchange agent before
the expiration date or (3) the procedures for book-entry transfer cannot be
completed on a timely basis and an agent's message delivered, you may still
tender in this exchange offer if:

    o    you tender through an eligible institution, on or before the expiration
         date, and the exchange agent receives a properly completed and duly
         executed letter of transmittal or facsimile of the letter of
         transmittal and a notice of guaranteed delivery, substantially in the
         form provided by us, with your name and address as holder of the
         initial notes and the amount of notes tendered, stating that the tender
         is being made by this letter and notice and guaranteeing that within
         three New York Stock Exchange trading days after the expiration date,
         the certificates for all the initial notes tendered, in proper form for
         transfer, or a book-entry confirmation with an agent's message, as the
         case may be, and any other documents required by the letter of
         transmittal, will be deposited by the eligible institution with the
         exchange agent; and

    o    the certificates for all your tendered initial notes in proper form for
         transfer, or a book-entry confirmation, as the case may be, and all
         other documents required by the letter of transmittal are received by
         the exchange agent within three New York Stock Exchange trading days
         after the expiration date.

    ACCEPTANCE OF INITIAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

         Your tender of initial notes will constitute an agreement between you
and us governed by the terms and conditions provided in this prospectus and in
the letter of transmittal.

         We will be deemed to have received your tender as of the date when your
duly signed letter of transmittal accompanied by your initial notes tendered, or
a timely confirmation of a book-entry transfer of these notes into the exchange
agent's account at DTC with an agent's message, or a notice of guaranteed
delivery from an eligible institution is received by the exchange agent.

         All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal tenders will be determined by us in our sole
discretion. Our determination will be final and binding.

         We reserve the absolute right to reject any and all initial notes not
properly tendered or any initial notes which, if accepted, would, in our opinion
or our counsel's opinion, be unlawful. We also reserve the absolute right to
waive any conditions of this exchange offer or irregularities or defects in
tender as to particular notes. Our interpretation of the terms and conditions of
this exchange offer, including the instructions in the letter of transmittal,
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of initial notes must be cured within
the time that we shall determine. Neither the exchange agent, any other person
or we will be under any duty to give notification of defects or irregularities
with respect to tenders of initial notes. Neither the exchange agent nor we will
incur any liability for any failure to give notification of these defects or
irregularities. Tenders of initial notes will not be deemed to have been made
until the irregularities have been cured or waived. The exchange agent will
return without cost to their holders any initial notes that are not properly

                                      -23-
<PAGE>

tendered and as to which the defects or irregularities have not been cured or
waived as promptly as practicable following the expiration date.

         If all the conditions to the exchange offer are satisfied or waived on
the expiration date, we will accept all initial notes properly tendered and will
issue the exchange notes promptly thereafter. Please refer to the section of
this prospectus entitled "--Conditions to the Exchange Offer" below. For
purposes of this exchange offer, initial notes will be deemed to have been
accepted as validly tendered for exchange when, as and if, we give oral or
written notice of acceptance to the exchange agent.

         We will issue the exchange notes in exchange for the initial notes
tendered by a notice of guaranteed delivery by an eligible institution only
against delivery to the exchange agent of the letter of transmittal, the
tendered initial notes and any other required documents, or the receipt by the
exchange agent of a timely confirmation of a book-entry transfer of initial
notes into the exchange agent's account at DTC with an agent's message, in each
case, in form satisfactory to us and the exchange agent.

         If any tendered initial notes are not accepted for any reason or if
initial notes are submitted for a greater principal amount than the holder
desires to exchange, the unaccepted or non-exchanged initial notes will be
returned without expense to the tendering holder, or, in the case of initial
notes tendered by book-entry transfer procedures described above, will be
credited to an account maintained with the book-entry transfer facility, as
promptly as practicable after withdrawal, rejection of tender or the expiration
or termination of the exchange offer.

         In addition, we reserve the right in our sole discretion, but in
compliance with the provisions of the indenture, to:

    o    purchase or make offers for any initial notes that remain outstanding
         after the expiration date, or, as described under "--Expiration Date;
         Extensions; Amendments; Termination," to terminate the exchange offer
         as provided by the terms of our registration rights agreement; and

    o    purchase initial notes in the open market, in privately negotiated
         transactions or otherwise, to the extent permitted by applicable law.

         The terms of any of the purchases or offers described above could
differ from the terms of the exchange offer.

    WITHDRAWAL OF TENDERS

         Except as otherwise provided in this prospectus, you may withdraw
tenders of initial notes at any time before 5:00 p.m., New York City time, on
the expiration date.

         For a withdrawal to be effective, you must send a written or facsimile
transmission notice of withdrawal to the exchange agent before 5:00 p.m., New
York City time, on the expiration date at the address provided below under
"Exchange Agent" and before acceptance of your tendered initial notes for
exchange by us.

         Any notice of withdrawal must:

    o    specify the name of the person having tendered the initial notes to be
         withdrawn;

    o    identify the initial notes to be withdrawn, including, if applicable,
         the registration number or numbers and total principal amount of these
         notes;

    o    be signed by the person having tendered the initial notes to be
         withdrawn in the same manner as the original signature on the letter of
         transmittal by which these initial notes were tendered, including any
         required signature guarantees, or be accompanied by documents of
         transfer sufficient to permit the trustee for the initial notes to
         register the transfer of these notes into the name of the person having
         made the original tender and withdrawing the tender; and

    o    state that you are withdrawing your tender of initial notes.

                                      -24-
<PAGE>

         We will determine all questions as to the validity, form and
eligibility, including time of receipt, of all notices of withdrawal and our
determination will be final and binding on all parties. Initial notes that are
withdrawn will be deemed not to have been validly tendered for exchange in this
exchange offer.

         You may retender properly withdrawn initial notes in this exchange
offer by following one of the procedures described under "--Procedures for
Tendering Initial Notes" above at any time before the expiration date.

    CONDITIONS TO THE EXCHANGE OFFER

         With exceptions, we will not be required to accept initial notes for
exchange, or issue exchange notes in exchange for any initial notes, and we may
terminate or amend the exchange offer as provided in this prospectus before the
acceptance of the initial notes, if:

    o    the exchange offer violates applicable law or any interpretation of the
         staff of the Securities and Exchange Commission;

    o    any required governmental approval has not been obtained; or

    o    a court or any governmental authority has issued an injunction, order
         or decree that would prevent or impair our ability to proceed with the
         exchange offer.

         These conditions are for our sole benefit. We may assert any of these
conditions regardless of the circumstances giving rise to any of them. We may
also waive these conditions, in whole or in part, at any time and from time to
time, if we determine in our reasonable discretion, but within the limits of
applicable law, that any of the foregoing events or conditions has occurred or
exists or has not been satisfied. Our failure at any time to exercise any of our
rights described in this prospectus will not be deemed a waiver of these rights
and these rights will be deemed ongoing rights which we may assert at any time
and from time to time.

         If we determine that we may terminate the exchange offer, as provided
above, we may:

    o    refuse to accept any initial notes and return any initial notes that
         have been tendered to their holders;

    o    extend the exchange offer and retain all initial notes tendered before
         the expiration date, allowing, however, the holders of tendered initial
         notes to exercise their rights to withdraw their tendered initial
         notes; or

    o    waive any termination event with respect to the exchange offer and
         accept all properly tendered initial notes that have not been withdrawn
         or otherwise amend the terms of the exchange offer in any respect as
         provided under "--Expiration Date; Extensions; Amendments;
         Termination."

         If we determine that we may terminate the exchange offer, we may be
required to file a shelf registration statement with the Securities and Exchange
Commission as described under "--Shelf Registration Statement." The exchange
offer is not dependent upon any minimum principal amount of initial notes being
tendered for exchange.

    ACCOUNTING TREATMENT

         We will record the exchange notes at the same carrying value as the
initial notes, as reflected in our accounting records on the date of the
exchange. Accordingly, we will not recognize any gain or loss for accounting
purposes. We will amortize the costs of the exchange offer and the unamortized
expenses related to the issuance of the exchange notes over the term of the
exchange notes.

    EXCHANGE AGENT

         We have appointed JPMorgan Chase Bank as exchange agent for the
exchange offer. You should direct all requests for additional copies of this
prospectus or the letter of transmittal to the exchange agent as follows:

         JPMorgan Chase Bank
         Corporate Trust Services
         2001 Bryan Street - 9th Floor
         Dallas, Texas  75201
         Attention:  Frank Ivins
         Telephone: (214) 468-6464

                                      -25-
<PAGE>

    FEES AND EXPENSES

         We will bear the expenses of soliciting tenders under the exchange
offer. The principal solicitation for tenders under the exchange offer is being
made by mail; however, our officers and other employees may make additional
solicitations by telegraph, telephone, telecopy or in person.

         We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. However, we will pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket expenses in connection with the
exchange offer. If required by law, we will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of the prospectus, letters of transmittal
and related documents to the beneficial owners of the initial notes, and in
handling or forwarding tenders for exchange.

         We will pay the expenses incurred in connection with the exchange
offer, including fees and expenses of the exchange agent and trustee and
accounting, legal, printing and related fees and expenses.

         Tendering holders will pay the amount of any transfer taxes, if any,
applicable to the exchange of initial notes under the exchange offer, whether
imposed on the registered holder or any other person, if:

    o    certificates representing exchange notes or initial notes for principal
         amounts not tendered or accepted for exchange are to be delivered to,
         or are to be registered or issued in the name of, any person other than
         the registered holder of the initial notes tendered;

    o    tendered initial notes are registered in the name of any person other
         than the person signing the letter of transmittal; or

    o    a transfer tax is imposed for any reason other than the exchange of
         initial notes under the exchange offer.

         If satisfactory evidence of payment of these taxes or exemption
therefrom is not submitted with the letter of transmittal, the amount of the
transfer taxes will be billed directly to the tendering holder.

    YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE
CONSEQUENCES

         If you do not properly tender your initial notes in the exchange offer,
your initial notes will remain outstanding and continue to accrue interest.
However, you will not be able to resell, offer to resell or otherwise transfer
the initial notes unless they are registered under the Securities Act or unless
you resell them, offer to resell or otherwise transfer them under an exemption
from the registration requirements of, or in a transaction not governed by, the
Securities Act. In addition, you will no longer be able to obligate us to
register the initial notes under the Securities Act, except in the limited
circumstances provided under our registration rights agreement. To the extent
the initial notes are tendered and accepted in the exchange offer, the trading
market, if any, for the initial notes would be adversely affected. You should
refer to "Risk Factors--Your failure to participate in the exchange offer will
have adverse consequences."



                                      -26-
<PAGE>

                    UNITED STATES FEDERAL TAX CONSIDERATIONS

         The following general discussion summarizes the material U.S. federal
tax aspects of the exchange offer. This discussion is a summary for general
information only and does not consider all aspects of U.S. federal tax that may
be relevant to the purchase, ownership and disposition of exchange notes by a
prospective investor in light of such investor's personal circumstances. This
discussion also does not address the U.S. federal tax consequences of ownership
of notes not held as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"), or the U.S. federal tax
consequences to investors subject to special treatment under the U.S. federal
income tax laws, such as dealers in securities of foreign currency, tax-exempt
entities, banks, thrifts, insurance companies, persons that hold the notes as
part of a "straddle," a "hedge" against currency risk or a "conversion
transaction," U.S. Holders (as defined below) that have a "functional currency"
other than the U.S. dollar, and investors in pass-through entities. In addition,
except as otherwise provided, this discussion addresses only certain U.S.
federal income tax consequences and does not describe U.S. federal estate or
gift tax consequences or the tax consequences arising out of the tax laws of any
state, local, or foreign jurisdiction.

         A U.S. Holder is a beneficial owner of a note that is (1) a citizen or
resident of the U.S.; (2) a corporation (or other entity treated as a
corporation for U.S. federal income tax purposes) that is created or organized
in or under the laws of the U.S. or any political subdivision thereof; (3) an
estate the income of which is subject to U.S. federal income taxation regardless
of its source; or (4) a trust which is either subject to the supervision of a
court within the U.S. and the control of one or more U.S. persons, or has a
valid election in effect under applicable Treasury Regulations to be treated as
a U.S. person. A Foreign Holder is a beneficial owner of a note that is not a
U.S. Holder.

         This discussion is based upon the Code, existing and proposed Treasury
regulations thereunder, Internal Revenue Service ("IRS") rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change (possibly on a retroactive basis). We have not and will not seek any
opinions of counsel or rulings from the IRS with respect to the matters
discussed below. There can be no assurance that the IRS will not take positions
concerning the tax consequences of the purchase, ownership, or disposition of
the notes which are different from those discussed herein.

         INVESTORS IN NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
APPLICATION OF U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE LAWS OF ANY STATE,
LOCAL, OR FOREIGN TAXING JURISDICTION, IN LIGHT OF THEIR PARTICULAR SITUATIONS.

EXCHANGE OF NOTES

         The exchange of notes pursuant to the exchange offer will not be
treated as a taxable sale, exchange or other disposition of the corresponding
initial notes because the terms of the exchange notes are not materially
different from the terms of the initial notes. Accordingly:

    o    a holder will not recognize gain or loss upon receipt of an exchange
         note;

    o    the holding period of an exchange note will include the holding period
         of the initial note exchanged therefor; and

    o    the adjusted tax basis of an exchange note will be the same as the
         adjusted tax basis of the initial note exchanged.

         The filing of a shelf registration statement will not result in a
taxable exchange to us or to any holder of a note.

U.S. FEDERAL INCOME TAXATION OF U.S. HOLDERS

    PAYMENTS OF INTEREST

         A U.S. Holder of an exchange note generally will be required to report
as ordinary income for U.S. federal income tax purposes interest received or
accrued on the exchange note in accordance with the U.S. Holder's method of
accounting.

                                      -27-
<PAGE>

    BOND PREMIUM AND MARKET DISCOUNT

         A U.S. Holder who purchases an exchange note for an amount in excess of
its stated principal amount will be considered to have purchased the exchange
note at a premium equal to the amount of such excess. A U.S. Holder generally
may elect to amortize the premium on the constant yield method. The amount
amortized in any year under such method will be treated as a reduction of the
holder's interest income from the exchange note during such year and will reduce
the holder's adjusted tax basis in the exchange note by such amount. A holder of
an exchange note that does not make the election to amortize the premium will
not reduce its tax basis in the exchange note, and thus effectively will realize
a smaller gain or a larger loss on a taxable disposition of the exchange note
than it would have realized had the election been made. The election to amortize
the premium on a constant yield method, once made, applies to all debt
obligations held or acquired by the electing holder on or after the first day of
the first taxable year to which the election applies and may not be revoked
without the consent of the IRS.

         If a U.S. Holder purchases an exchange note for an amount that is less
than its stated principal amount, the amount of the difference will be treated
as "market discount" for federal income tax purposes unless such difference is
less than a specified de minimis amount. Under the de minimis exception, an
exchange note is considered to have no market discount if the excess of the
stated redemption price at maturity of the exchange note over the holder's tax
basis in such note immediately after its acquisition is less than 0.25% of the
stated redemption price at maturity of the exchange note multiplied by the
number of complete years to the maturity date of the exchange note after the
acquisition date.

         Under the market discount rules, a U.S. Holder is required to treat any
principal payment on, or any gain from the sale, exchange, retirement or other
disposition of, an exchange note as ordinary income to the extent of the accrued
market discount not previously included in income at the time of such payment or
disposition. In addition, such a holder may be required to defer until maturity
of the exchange note or its earlier disposition in a taxable transaction the
deduction of all or a portion of the interest expense on any indebtedness
incurred or continued to purchase or carry such exchange note.

         Any market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the exchange note,
unless the U.S. Holder elects to accrue the market discount on a constant
interest method. A U.S. Holder of an exchange note may elect to include market
discount in income currently as it accrues (on either a ratable or constant
interest method), in which case the rule described above regarding deferral of
interest deductions will not apply. This election to include market discount in
income currently, once made, applies to all market discount obligation acquired
on or after the first taxable year to which the election applies and may not be
revoked without the consent of the IRS.

    SALE, EXCHANGE, OR REDEMPTION OF THE EXCHANGE NOTES

         Upon the sale, exchange, retirement, or other disposition of an
exchange note, a U.S. Holder generally will recognize taxable gain or loss equal
to the difference between the amount realized on the disposition and the U.S.
Holder's adjusted tax basis in the exchange note. A U.S. Holder's adjusted tax
basis in an exchange note generally will equal the cost of the exchange note (or
the cost of the initial note exchanged for the exchange note) to the U.S.
Holder, increased by any market discount previously included in income by such
U.S. Holder and decreased by any amortized bond premium applied to reduce
interest and by any principal payments on the exchange note. Such gain or loss
generally will constitute capital gain or loss, except to the extent of any
accrued market discount not previously included in income, which will be taxed
as ordinary income. Amounts received attributable to accrued but unpaid interest
will be treated as ordinary interest income.

U.S. FEDERAL INCOME TAXATION OF FOREIGN HOLDERS

    PAYMENT OF INTEREST

         The payment to a Foreign Holder of interest on an exchange note
generally will not be subject to a 30% U.S. federal withholding tax provided
that the Foreign Holder (1) does not actually or constructively own 10% or more
of the total combined voting power of all classes of our voting stock within the
meaning of the Code and Treasury regulations; (2) is not a controlled foreign
corporation that is related to us through stock ownership as provided in the
Code and Treasury regulations; (3) is not a bank whose receipt of interest on
the exchange notes is in

                                      -28-
<PAGE>

connection with an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business; and (4) (a) provides its
name and address on an IRS Form W-8BEN (or successor form) and certifies under
penalty of perjury that it is not a U.S. person or (b) a bank, brokerage house
or other financial institution that holds the notes on behalf of the Foreign
Holder in the ordinary course of its trade or business certifies to us, under
penalty of perjury, that it has received an IRS Form W-8BEN (or a successor
form) from the beneficial owner and furnishes us with a copy thereof
(hereinafter referred to as the "portfolio interest exception").

         If a Foreign Holder cannot satisfy the requirements described in the
immediately preceding paragraph, payments of interest made to the Foreign Holder
will be subject to a 30% U.S. federal withholding tax, unless the Foreign Holder
provides us with a properly executed (1) IRS Form W-8BEN (or a successor form)
claiming an exemption from or reduction in the rate of withholding under the
benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or a
successor form) stating that the interest paid on the exchange note is not
subject to withholding tax because it is effectively connected with the Foreign
Holder's conduct of a trade or business in the U.S.

         If a Foreign Holder of an exchange note is engaged in a trade or
business in the U.S. and interest on the exchange note is effectively connected
with the conduct of such trade or business, the Foreign Holder will be subject
to U.S. federal income tax on such interest in the same manner as if it were a
U.S. Holder, unless the Foreign Holder can claim an exemption under the benefit
of an applicable income tax treaty. In addition, if such Foreign Holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30% (or
lower applicable treaty rate) of its earnings and profits for the taxable year,
subject to adjustments, that are effectively connected with its conduct of a
trade or business in the U.S.

    SALE, EXCHANGE, OR REDEMPTION OF THE EXCHANGE NOTES

         Generally, a Foreign Holder will not be subject to U.S. federal income
tax with respect to gain realized on the sale, exchange, redemption or other
disposition of an exchange note unless (1) the gain is effectively connected
with the conduct by the Foreign Holder of a trade or business in the U.S.; (2)
in the case of a Foreign Holder who is a nonresident alien individual, such
individual is present in the U.S. for 183 days or more in the taxable year of
disposition and certain other conditions are met. Notwithstanding (1) and (2), a
Foreign Holder will not be subject to U.S. federal income tax if a treaty
exemption applies and the appropriate documentation is provided.

U.S. FEDERAL ESTATE TAXATION OF FOREIGN HOLDERS

         An exchange note that is held by an individual who at the time of death
is not a citizen or resident of the U.S. generally will not be subject to U.S.
federal estate tax as a result of such individual's death, provided that, at the
time of the individual's death, payments of interest with respect to such
exchange note would have qualified for the portfolio interest exception.

                  INFORMATION REPORTING AND BACKUP WITHHOLDING

         U.S. Holders may be subject, under certain circumstances, to
information reporting and "backup withholding" at a rate equal to the fourth
lowest rate of tax under Section 1(c) of the Code (which is 30% for amounts paid
during the calendar year 2003) with respect to cash payments in respect of
principal, interest, and the gross proceeds from dispositions of the exchange
notes. Backup withholding may apply if the U.S. Holder (1) fails to furnish its
social security or other taxpayer identification number ("TIN") on an IRS Form
W-9 within a reasonable time after a request therefor; (2) furnishes an
incorrect TIN; (3) fails to report properly any interest or dividends; or (4)
fails, under certain circumstances, to provide a certified statement, signed
under penalty of perjury, that the TIN provided is its correct number and that
it is not subject to backup withholding. Certain persons are exempt from backup
withholding, including corporations and financial institutions.

         Foreign Holders generally will not be subject to backup withholding at
the rate described in the immediately preceding paragraph on payments of
interest made to a Foreign Holder provided that we do not have actual knowledge
or reason to know that the Foreign Holder is a U.S. person and the Foreign
Holder provides the requisite certification on IRS Form W-8BEN or otherwise
establishes an exemption from backup withholding, although such payments may be
subject to certain reporting requirements. Payments of the proceeds of a
disposition of exchange notes by or through a U.S. office of a broker generally
will be subject to backup withholding and

                                      -29-
<PAGE>

information reporting unless the Foreign Holder provides the requisite
certification on IRS Form W-8BEN or otherwise establishes an exemption.
Generally, information reporting and backup withholding will not apply to a
payment of disposition proceeds where the sale is effected outside the U.S.
through a non-U.S. office of a non-U.S. broker and payment is not received in
the U.S..

         The amount of any backup withholding imposed on a payment to a U.S. or
Foreign Holder of an exchange note will be allowed as a credit against such
holder's U.S. federal income tax liability, and such holder may be entitled to a
refund, provided that the required information is furnished to the IRS. U.S. and
Foreign Holders should consult their tax advisors as to their qualification for
exemption from backup withholding and the procedure for obtaining such
exemption.



                                      -30-
<PAGE>

                              PLAN OF DISTRIBUTION

         A broker-dealer that is the holder of initial notes that were acquired
for the account of such broker-dealer as a result of market-making or other
trading activities, other than initial notes acquired directly from us or any of
our affiliates, may exchange such initial notes for exchange notes pursuant to
the exchange offer; provided, that each broker-dealer that receives exchange
notes for its own account in exchange for initial notes, where such initial
notes were acquired by such broker-dealer as a result of market-making or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for initial notes
where such initial notes were acquired as a result of market-making activities
or other trading activities. We have agreed that for a period of time not to
exceed 180 days after the registration statement of which this prospectus forms
a part is declared effective, we will make this prospectus, as it may be amended
or supplemented from time to time, available to any broker-dealer for use in
connection with any such resale. All dealers effecting transactions in the
exchange notes may be required to deliver a prospectus.

         We will not receive any proceeds from any sale of exchange notes by
broker-dealers or any other holder of exchange notes. Exchange notes received by
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
exchange notes. Any broker-dealer that resells exchange notes that were received
by it for its own account pursuant to the exchange offer and any broker or
dealer that participates in a distribution of such exchange notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of exchange notes and any commissions or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

         For a period of 180 days after consummation of the exchange offer or
such time as any broker-dealer no longer owns any registrable securities, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. We have agreed to pay all expenses incident to the
exchange offer and to our performance of, or compliance with, the registration
rights agreement, other than commissions or concessions of any brokers or
dealers, and will indemnify the holders of the notes, including any
broker-dealers, against certain liabilities described in the registration rights
agreement, including liabilities under the Securities Act.




                                      -31-
<PAGE>

                                  LEGAL MATTERS

         The validity of the exchange notes offered by this prospectus will be
passed upon for us by Sonnenschein Nath & Rosenthal, Washington, DC.

                                     EXPERTS

         The consolidated financial statements of The Stanley Works and
subsidiaries appearing in The Stanley Works' Annual Report (Form 10-K) for the
year ended December 28, 2002, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

                           INCORPORATION BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus and information we file later with the SEC will automatically update
and supersede this information. The documents we are incorporating by reference
are as follows:

    o    The Stanley Works' Annual Report on Form 10-K for the fiscal year ended
         December 28, 2002;

    o    The Stanley Works' Current Report on Form 8-K dated April 9, 2003,
         filed with the SEC on April 9, 2003, solely to the extent the
         information in such Form 8-K relates to historical financial data;

    o    The Stanley Works' Current Report on Form 8-K dated January 24, 2003,
         filed with the SEC on January 24, 2003, solely to the extent the
         information in such Form 8-K relates to historical financial data;

    o    The Stanley Works' Current Report on Form 8-K dated January 17, 2003,
         filed with the SEC on January 17, 2003, solely to the extent the
         information in such Form 8-K relates to historical financial data; and

    o    The definitive proxy statement relating to The Stanley Works' 2003
         Annual Meeting of Shareholders dated April 2, 2003.

         This prospectus also incorporates by reference any future filings that
we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (except for information furnished to the SEC that is not deemed to
be "filed" for purposes of the Exchange Act) subsequent to the date of this
prospectus until all the notes being offered by this prospectus are sold or
until the offering of the notes is otherwise terminated. "Incorporation by
reference" means that we are disclosing important information to you by
referring to those documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this prospectus is considered to be
a part of this prospectus and information that we file with the SEC after the
date of this prospectus will automatically supplement, update or supercede
previously filed information.

         We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents which we incorporate by reference in this prospectus
(not including exhibits to such documents unless such exhibits are specifically
incorporated by reference to such documents). Requests should be directed to:
The Stanley Works, 1000 Stanley Drive, New Britain, Connecticut 06053, (860)
225-5111, Attention: Treasurer.



                                      -32-
<PAGE>








                                THE STANLEY WORKS















<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

    ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 33-771 of the Connecticut Business Corporation Act as amended
permits the indemnification of directors as long as such director's behavior
conforms to certain standards. Section 33-636 provides that a corporation's
certificate of incorporation may limit personal liability and make
indemnification obligatory under certain circumstances. Article V of The Stanley
Works Bylaws provides for the indemnification and reimbursement of, and advances
of expenses to directors, officers, employees or agents of the corporation or of
those who served at the corporation's request, provided that such exemption
satisfies the Connecticut Business Corporation Act. Section 11 of The Stanley
Works restated certificate of incorporation limits director liability to the
company or its shareholders for monetary damages to the amount of compensation
for serving the corporation during the year of violation, to the extent
permitted by the Connecticut Business Corporation Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

    ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

             (a) Exhibits

EXHIBIT
NUMBER        EXHIBIT DESCRIPTION
- ------        -------------------
3(i)          Restated Certificate of Incorporation (incorporated by reference
              to Exhibit 3(i) to the Annual Report on Form 10-K for the year
              ended January 2, 1999).

3(ii)         By-Laws as amended October 17, 2001 (incorporated by reference to
              Exhibit 3(ii) to the Annual Report on Form 10-K for the year ended
              December 29, 2001).

4(i)          Indenture, dated as of April 1, 1986 between the Company and State
              Street Bank and Trust Company, as successor trustee, defining the
              rights of holders of 5.75% Notes due March 1, 2004 (incorporated
              by reference to Exhibit 4(a) to Registration Statement No. 33-4344
              filed March 27, 1986)

4(ii)         First Supplemental Indenture, dated as of June 15, 1992 between
              the Company and State Street Bank and Trust Company, as successor
              trustee (incorporated by reference to Exhibit (4) (c) to
              Registration Statement No. 33-46212 filed July 21, 1992)

4(ii)(a)      Certificate of Designated Officers establishing Terms of 5.75%
              Notes due March 1, 2004 (incorporated by reference to Exhibit
              4(ii)(b) to the Annual Report on Form 10-K for the year ended
              January 2, 1999)

4(iii)        Rights Agreement, dated January 31, 1996 (incorporated by
              reference to Exhibit (4)(i) to Current Report on Form 8-K dated
              January 31, 1996)

4(iv)         Amended and Restated Facility A (364 Day) Credit Agreement, dated
              as of October 17, 2001, with the banks named therein and Citibank,
              N.A. as administrative agent (incorporated by reference to Exhibit
              4(iv) to the Annual Report on Form 10-K for the year ended
              December 28, 2002).

4(v)          Facility B (Five Year) Credit Agreement, dated as of October 17,
              2001, with the banks named therein and Citibank, N.A. as
              administrative agent (incorporated by reference to Exhibit 4(v) to
              the Annual Report on Form 10-K for the year ended December 29,
              2001).

4(vi)         Indenture, dated as of November 1, 2002 between the Company and
              JPMorgan Chase Bank, as trustee, defining the rights of holders of
              3-1/2% Notes due November 1, 2007 and 4-9/10% Notes due November
              1, 2012 (incorporated by reference to Exhibit 4(vi) to the Annual
              Report on Form 10-K for the year ended December 28, 2002)

                                      II-1

<PAGE>


4(vii)        Registration Rights Agreement, dated November 1, 2002, among the
              Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
              Salomon Smith Barney Inc., BNP Paribas Securities Corp. and Fleet
              Securities, Inc., as Purchasers (incorporated by reference to
              Exhibit 4(vii) to the Annual Report on Form 10-K for the year
              ended December 28, 2002)

5             Opinion of Sonnenschein Nath & Rosenthal regarding the validity of
              the 3 1/2% Notes due 2007 and 4 9/10% Notes due 2012, including
              consent

8             Opinion of Sonnenschein Nath & Rosenthal regarding certain federal
              income tax matters, including consent

10(i)         Deferred Compensation Plan for Non-Employee Directors as amended
              December 11, 2000 (incorporated by reference to Exhibit 10(ii) to
              the Annual Report on Form 10-K for the year ended December 30,
              2000.)

10(ii)        1988 Long-Term Stock Incentive Plan, as amended (incorporated by
              reference to Exhibit 10(iii) to the Annual Report on Form 10-K for
              the year ended January 3, 1998)

10(iii)       Management Incentive Compensation Plan effective January 4, 1998
              (incorporated by reference to Exhibit 10(iii) to the Quarterly
              Report on Form 10-Q for the quarter ended July 4, 1998)

10(iv)        Deferred Compensation Plan for Participants in Stanley's
              Management Incentive Plan effective January 1, 1996 (incorporated
              by reference to Exhibit 10(v) to the Annual Report on Form 10-K
              for the year ended December 30, 1995)

10(v)         Supplemental Retirement and Account Value Plan for Salaried
              Employees of The Stanley Works amended and restated as of June 30,
              2001 (incorporated by reference to Exhibit 10(vi) to the Annual
              Report on Form 10-K for the year ended December 29, 2001).

10(vi)        Note Purchase Agreement, dated as of June 30, 1998, between the
              Stanley Account Value Plan Trust, acting by and through Citibank,
              N.A. as trustee under the trust agreement for the Stanley Account
              Value Plan, for $41,050,763 aggregate principal amount of 6.07%
              Senior ESOP Guaranteed Notes Due December 31, 2009 (incorporated
              by reference to Exhibit 10(i) to the Quarterly Report on Form 10-Q
              for the quarter ended July 4, 1998)

10(vii)       New 1991 Loan Agreement, dated June 30, 1998, between The Stanley
              Works, as lender, and Citibank, N.A. as trustee under the trust
              agreement for the Stanley Account Value Plan, to refinance the
              1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and
              their related promissory notes (incorporated by reference to
              Exhibit 10(ii) to the Quarterly Report on Form 10-Q for the
              quarter ended July 4, 1998)

10(viii)(a)   Supplemental Executive Retirement Program amended and restated and
              effective September 19, 2001 (incorporated by reference to Exhibit
              10(ix)(a) to the Annual Report on Form 10-K for the year ended
              December 29, 2001).

10(viii)(b)   Amendment to John M. Trani's supplemental Executive Retirement
              Program, dated September 17, 1997 (incorporated by reference to
              Exhibit 10(ix)(b) to the Annual Report on Form 10-K for the year
              ended January 3, 1998)

10(ix)(a)     The Stanley Works Non-Employee Directors' Benefit Trust Agreement
              dated December 27, 1989 and amended as of January 1, 1991 by and
              between The Stanley Works and Fleet National Bank, as successor
              trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the
              Annual Report on Form 10-K for year ended December 29, 1990)

10(ix)(b)     Stanley Works Employees' Benefit Trust Agreement dated December
              27, 1989 and amended as of January 1, 1991 by and between The
              Stanley Works and Fleet National Bank, as successor trustee
              (incorporated by reference to Exhibit (10)(xvii)(b) to the Annual
              Report on Form 10-K for year ended December 29, 1990)

10(x)         Restated and Amended 1990 Stock Option Plan (incorporated by
              reference to Exhibit 10(xiii) to the Annual Report on Form 10-K
              for the year ended December 28, 1996)

10(xi)        Master Leasing Agreement, dated September 1, 1992 between BLC
              Corporation and The Stanley Works (incorporated by reference to
              Exhibit 10(i) to the Quarterly Report on Form 10-Q for the quarter
              ended September 26, 1992)

10(xii)       The Stanley Works Stock Option Plan for Non-Employee Directors, as
              amended December 18, 1996 (incorporated by reference to Exhibit
              10(xvii) to the Annual Report on Form 10-K for the year ended
              January 3, 1998)

10(xiii)      Employment Agreement dated as of January 1, 2000 between The
              Stanley Works and John M. Trani (incorporated by reference to
              Exhibit 10(i) to Current Report on Form 8-K dated June 23, 2000)

                                      II-2

<PAGE>


10(xiv)       1997 Long-Term Incentive Plan (incorporated by reference to
              Exhibit 99.2 to Registration Statement No. 333-42582 filed July
              28, 2000)

10(xv)        2001 Long-Term Incentive Plan (incorporated by reference to
              Exhibit 99.1 to Registration Statement No. 333-64326 filed July 2,
              2001).

10(xvi)       Engagement Letter, dated August 26, 1999 between The Stanley Works
              and Donald McIlnay (incorporated by reference to Exhibit 10(xvi)
              to the Annual Report on Form 10-K for the year ended December 28,
              2002)

10(xvii)      Agreement, dated June 9, 1999 between The Stanley Works and James
              Loree (incorporated by reference to Exhibit 10(ii) to the
              Quarterly Report on Form 10-Q for the quarter ended July 3, 1999)

10(xviii)     Engagement Letter, dated January 2, 2001 between The Stanley Works
              and Paul Isabella (incorporated by reference to Exhibit 10(xviii)
              to the Annual Report on Form 10-K for the year ended December 28,
              2002)

11            Statement re: computation of per share earnings (incorporated by
              reference to Exhibit 11 to the Annual Report on Form 10-K for the
              year ended December 28, 2002)

12            Statement re: computation of ratio of earnings to fixed charges
              (incorporated by reference to Exhibit 12 to the Annual Report on
              Form 10-K for the year ended December 28, 2002).

21            Subsidiaries of Registrant (incorporated by reference to Exhibit
              21 to the Annual Report on Form 10-K for the year ended December
              28, 2002).

23(i)         Consent of Ernst & Young LLP

23(ii)        Consents of Sonnenschein Nath & Rosenthal (included in Exhibits 5
              and 8)

24            Powers of Attorney (included as part of signature page)

25            Statement of Eligibility on Form T-1 of Trustee

99(i)         Form of Letter of Transmittal with respect to the exchange offer

99(ii)        Form of Notice of Guaranteed Delivery

99(iii)       Form of Instructions to Registered Holder and/or Book-Entry
              Transfer Facility Participant From Beneficial Owner

    ITEM 22. UNDERTAKINGS

         The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement: (i) to
         include any prospectus required by Section 10(a)(3) of the Securities
         Act of 1933; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; (iii)
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement;
     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof; and
     (3) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

         The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This

                                      II-3

<PAGE>


includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.

         The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

         The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act of
         1933, the information omitted from the form of prospectus filed as part
         of this Registration Statement in reliance upon Rule 430A and contained
         in a form of prospectus filed by the Registrant pursuant to Rule
         424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
         be part of this Registration Statement as of the time it was declared
         effective.
     (2) For the purpose of determining any liability under the Securities Act
         of 1933, each post-effective amendment that contains a form of
         prospectus shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.


                                      II-4




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New
Britain, State of Connecticut, on April 17, 2003.



                                       THE STANLEY WORKS


                                       By: /s/ CRAIG A. DOUGLAS
                                           -------------------------
                                           Name: Craig A. Douglas
                                           Title: Vice President and Treasurer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         Know all persons by these presents that each person whose signature
appears below constitutes and appoints James M. Loree and Craig Douglas as such
person's true and lawful attorney-in-fact and agent, acting alone, with full
powers of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>

      SIGNATURE                                 TITLE                         DATE
      ---------                                 -----                         ----


<S>                           <C>                                        <C>
/s/ JOHN M. Trani             Chairman, Chief Executive Officer and      April 17, 2003
- --------------------------    Director (Principal Executive Officer)
John M. Trani



/s/ JAMES M. LOREE            Executive Vice President, Finance and      April 17, 2003
- --------------------------    Chief Financial Officer (Principal
James M. Loree                Financial Officer)



/s/ DONALD ALLAN JR.          Vice President and Corporate Controller    April 17, 2003
- --------------------------    (Chief Accounting Officer)
Donald Allan Jr.


/s/ JOHN G. Breen             Director                                   April 17, 2003
- --------------------------
John G. Breen


/s/ ROBERT G. Britz           Director                                   April 17, 2003
- --------------------------
 Robert G. Britz


                                      II-5


<PAGE>





/s/ STILLMAN B. BROWN         Director                                   April 17, 2003
- --------------------------
Stillman B. Brown


/s/ EMMANUEL A. KAMPOURIS     Director                                   April 12, 2003
- --------------------------
Emmanuel A. Kampouris


/s/ EILEEN S. KRAUS           Director                                   April 11, 2003
- --------------------------
Eileen S. Kraus


/s/ JOHN D. OPIE              Director                                   April 11, 2003
- --------------------------
John D. Opie


/s/ DEREK V. SMITH            Director                                   April 11, 2003
- --------------------------
Derek V. Smith


/s/ KATHRYN D. WRISTON        Director                                   April 14, 2003
- --------------------------
Kathryn D. Wriston

</TABLE>



                                      II-6

<PAGE>

                                 EXHIBIT INDEX


EXHIBIT
NUMBER        EXHIBIT DESCRIPTION
- ------        -------------------
3(i)          Restated Certificate of Incorporation (incorporated by reference
              to Exhibit 3(i) to the Annual Report on Form 10-K for the year
              ended January 2, 1999).

3(ii)         By-Laws as amended October 17, 2001 (incorporated by reference to
              Exhibit 3(ii) to the Annual Report on Form 10-K for the year ended
              December 29, 2001).

4(i)          Indenture, dated as of April 1, 1986 between the Company and State
              Street Bank and Trust Company, as successor trustee, defining the
              rights of holders of 5.75% Notes due March 1, 2004 (incorporated
              by reference to Exhibit 4(a) to Registration Statement No. 33-4344
              filed March 27, 1986)

4(ii)         First Supplemental Indenture, dated as of June 15, 1992 between
              the Company and State Street Bank and Trust Company, as successor
              trustee (incorporated by reference to Exhibit (4) (c) to
              Registration Statement No. 33-46212 filed July 21, 1992)

4(ii)(a)      Certificate of Designated Officers establishing Terms of 5.75%
              Notes due March 1, 2004 (incorporated by reference to Exhibit
              4(ii)(b) to the Annual Report on Form 10-K for the year ended
              January 2, 1999)

4(iii)        Rights Agreement, dated January 31, 1996 (incorporated by
              reference to Exhibit (4)(i) to Current Report on Form 8-K dated
              January 31, 1996)

4(iv)         Amended and Restated Facility A (364 Day) Credit Agreement, dated
              as of October 17, 2001, with the banks named therein and Citibank,
              N.A. as administrative agent (incorporated by reference to Exhibit
              4(iv) to the Annual Report on Form 10-K for the year ended
              December 28, 2002).

4(v)          Facility B (Five Year) Credit Agreement, dated as of October 17,
              2001, with the banks named therein and Citibank, N.A. as
              administrative agent (incorporated by reference to Exhibit 4(v) to
              the Annual Report on Form 10-K for the year ended December 29,
              2001).

4(vi)         Indenture, dated as of November 1, 2002 between the Company and
              JPMorgan Chase Bank, as trustee, defining the rights of holders of
              3-1/2% Notes due November 1, 2007 and 4-9/10% Notes due November
              1, 2012 (incorporated by reference to Exhibit 4(vi) to the Annual
              Report on Form 10-K for the year ended December 28, 2002)

4(vii)        Registration Rights Agreement, dated November 1, 2002, among the
              Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
              Salomon Smith Barney Inc., BNP Paribas Securities Corp. and Fleet
              Securities, Inc., as Purchasers (incorporated by reference to
              Exhibit 4(vii) to the Annual Report on Form 10-K for the year
              ended December 28, 2002)

5             Opinion of Sonnenschein Nath & Rosenthal regarding the validity of
              the 3 1/2% Notes due 2007 and 4 9/10% Notes due 2012, including
              consent

8             Opinion of Sonnenschein Nath & Rosenthal regarding certain federal
              income tax matters, including consent

10(i)         Deferred Compensation Plan for Non-Employee Directors as amended
              December 11, 2000 (incorporated by reference to Exhibit 10(ii) to
              the Annual Report on Form 10-K for the year ended December 30,
              2000.)

10(ii)        1988 Long-Term Stock Incentive Plan, as amended (incorporated by
              reference to Exhibit 10(iii) to the Annual Report on Form 10-K for
              the year ended January 3, 1998)

10(iii)       Management Incentive Compensation Plan effective January 4, 1998
              (incorporated by reference to Exhibit 10(iii) to the Quarterly
              Report on Form 10-Q for the quarter ended July 4, 1998)

10(iv)        Deferred Compensation Plan for Participants in Stanley's
              Management Incentive Plan effective January 1, 1996 (incorporated
              by reference to Exhibit 10(v) to the Annual Report on Form 10-K
              for the year ended December 30, 1995)

                                      II-7

<PAGE>



10(v)         Supplemental Retirement and Account Value Plan for Salaried
              Employees of The Stanley Works amended and restated as of June 30,
              2001 (incorporated by reference to Exhibit 10(vi) to the Annual
              Report on Form 10-K for the year ended December 29, 2001).

10(vi)        Note Purchase Agreement, dated as of June 30, 1998, between the
              Stanley Account Value Plan Trust, acting by and through Citibank,
              N.A. as trustee under the trust agreement for the Stanley Account
              Value Plan, for $41,050,763 aggregate principal amount of 6.07%
              Senior ESOP Guaranteed Notes Due December 31, 2009 (incorporated
              by reference to Exhibit 10(i) to the Quarterly Report on Form 10-Q
              for the quarter ended July 4, 1998)

10(vii)       New 1991 Loan Agreement, dated June 30, 1998, between The Stanley
              Works, as lender, and Citibank, N.A. as trustee under the trust
              agreement for the Stanley Account Value Plan, to refinance the
              1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and
              their related promissory notes (incorporated by reference to
              Exhibit 10(ii) to the Quarterly Report on Form 10-Q for the
              quarter ended July 4, 1998)

10(viii)(a)   Supplemental Executive Retirement Program amended and restated and
              effective September 19, 2001 (incorporated by reference to Exhibit
              10(ix)(a) to the Annual Report on Form 10-K for the year ended
              December 29, 2001).

10(viii)(b)   Amendment to John M. Trani's supplemental Executive Retirement
              Program, dated September 17, 1997 (incorporated by reference to
              Exhibit 10(ix)(b) to the Annual Report on Form 10-K for the year
              ended January 3, 1998)

10(ix)(a)     The Stanley Works Non-Employee Directors' Benefit Trust Agreement
              dated December 27, 1989 and amended as of January 1, 1991 by and
              between The Stanley Works and Fleet National Bank, as successor
              trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the
              Annual Report on Form 10-K for year ended December 29, 1990)

10(ix)(b)     Stanley Works Employees' Benefit Trust Agreement dated December
              27, 1989 and amended as of January 1, 1991 by and between The
              Stanley Works and Fleet National Bank, as successor trustee
              (incorporated by reference to Exhibit (10)(xvii)(b) to the Annual
              Report on Form 10-K for year ended December 29, 1990)

10(x)         Restated and Amended 1990 Stock Option Plan (incorporated by
              reference to Exhibit 10(xiii) to the Annual Report on Form 10-K
              for the year ended December 28, 1996)

10(xi)        Master Leasing Agreement, dated September 1, 1992 between BLC
              Corporation and The Stanley Works (incorporated by reference to
              Exhibit 10(i) to the Quarterly Report on Form 10-Q for the quarter
              ended September 26, 1992)

10(xii)       The Stanley Works Stock Option Plan for Non-Employee Directors, as
              amended December 18, 1996 (incorporated by reference to Exhibit
              10(xvii) to the Annual Report on Form 10-K for the year ended
              January 3, 1998)

10(xiii)      Employment Agreement dated as of January 1, 2000 between The
              Stanley Works and John M. Trani (incorporated by reference to
              Exhibit 10(i) to Current Report on Form 8-K dated June 23, 2000)

10(xiv)       1997 Long-Term Incentive Plan (incorporated by reference to
              Exhibit 99.2 to Registration Statement No. 333-42582 filed July
              28, 2000)

10(xv)        2001 Long-Term Incentive Plan (incorporated by reference to
              Exhibit 99.1 to Registration Statement No. 333-64326 filed July 2,
              2001).

10(xvi)       Engagement Letter, dated August 26, 1999 between The Stanley Works
              and Donald McIlnay (incorporated by reference to Exhibit 10(xvi)
              to the Annual Report on Form 10-K for the year ended December 28,
              2002)

10(xvii)      Agreement, dated June 9, 1999 between The Stanley Works and James
              Loree (incorporated by reference to Exhibit 10(ii) to the
              Quarterly Report on Form 10-Q for the quarter ended July 3, 1999)

10(xviii)     Engagement Letter, dated January 2, 2001 between The Stanley Works
              and Paul Isabella (incorporated by reference to Exhibit 10(xviii)
              to the Annual Report on Form 10-K for the year ended December 28,
              2002)

11            Statement re: computation of per share earnings (incorporated by
              reference to Exhibit 11 to the Annual Report on Form 10-K for the
              year ended December 28, 2002)

12            Statement re: computation of ratio of earnings to fixed charges
              (incorporated by reference to Exhibit 12 to the Annual Report on
              Form 10-K for the year ended December 28, 2002).

                                      II-8

<PAGE>




21            Subsidiaries of Registrant (incorporated by reference to Exhibit
              21 to the Annual Report on Form 10-K for the year ended December
              28, 2002).

23(i)         Consent of Ernst & Young LLP

23(ii)        Consents of Sonnenschein Nath & Rosenthal (included in Exhibits 5
              and 8)

24            Powers of Attorney (included as part of signature page)

25            Statement of Eligibility on Form T-1 of Trustee

99(i)         Form of Letter of Transmittal with respect to the exchange offer

99(ii)        Form of Notice of Guaranteed Delivery

99(iii)       Form of Instructions to Registered Holder and/or Book-Entry
              Transfer Facility Participant From Beneficial Owner


                                      II-9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>OPINION OF SONNENSCHEIN NATH AND ROSENTHAL
<TEXT>
<PAGE>



                  [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]



                                              April 17, 2003

The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

Ladies and Gentlemen:

         We have acted as counsel to The Stanley Works (the "Company"), a
Connecticut corporation, in connection with the preparation of the Company's
registration statement on Form S-4 (the "Registration Statement"), filed
concurrently herewith, with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers the registration of (i) $150,000,000 aggregate principal amount
of 3 1/2% Notes due 2007 (the "Exchange Notes due 2007") to be offered in
exchange for presently outstanding $150,000,000 aggregate principal amount of
3 1/2% Notes due 2007 (the "Original Notes due 2007") and (ii) $200,000,000
aggregate principal amount of 4 9/10% Notes due 2012 (the "Exchange Notes due
2012" and, collectively with the Exchange Notes due 2007, the "Exchange Notes")
to be offered in exchange for presently outstanding $200,000,000 aggregate
principal amount of 4 9/10% Notes due 2012 (the "Original Notes due 2012" and,
collectively with the Original Notes due 2007, the "Original Notes"). The
Exchange Notes will be issued under an indenture (the "Indenture") between the
Company and JPMorgan Chase Bank, as Trustee.

         In connection with rendering this opinion, we have examined and are
familiar with the corporate records of the Company, including organizational
documents, as amended to date, and minutes of meetings, or written consents
executed in lieu thereof, of the Board of Directors and stockholders. We have
also examined such certificates of public officials, certificates of officers of
the Company and other records and documents as we have deemed relevant and
necessary for the purposes of the opinions herein expressed.

         In making the aforesaid examinations, we have assumed (i) the
genuineness of all signatures and the conformity to original documents of all
copies furnished to us as original or photostatic copies and (ii) the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company, to date.

         Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that when the Registration
Statement has become effective under the Securities Act, the Exchange Notes have
been duly executed and authenticated in accordance with the Indenture, the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended,
the Original Notes have been validly tendered to the Company and the Exchange
Notes have been delivered in exchange therefor, the Exchange Notes will be
validly issued and binding obligations of the Company, subject to the effect of
(i) Federal and state bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance and other laws

<PAGE>


The Stanley Works
April 17, 2003
Page 2


relating to or affecting the rights of secured or unsecured creditors generally
(or affecting the rights of only creditors of specific types of debtors), with
respect to which we express no opinion, and (ii) the application of general
principles of equity (regardless of whether enforcement is considered in
proceedings at law or in equity).

         The foregoing opinion is limited to the laws of the State of New York
and the laws of the United States of America and, except as described below,
does not purport to express any opinion on the laws of any other jurisdiction.
To the extent to which any opinion herein deals with matters relating to the
corporation laws of the State of Connecticut, we have assumed, with your
permission, that such laws are substantively identical to the general
corporation laws of the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the SEC thereunder.

         Except to the extent provided in the preceding paragraph, this opinion
is solely for your benefit and may not be furnished to, or relied upon by, any
other person or entity without the express prior written consent of the
undersigned. This opinion is limited to the matters set forth herein; no opinion
may be inferred or implied beyond the matters expressly stated in this letter.

                                                  Very truly yours,

                                                  SONNENSCHEIN NATH & ROSENTHAL



                                                  By: /s/ FRED LEVY
                                                  -----------------------------
                                                  A Member of the Firm





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>OPINION OF SONNENSCHEIN NATH AND ROSENTHAL
<TEXT>
<PAGE>




                  [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]



                                 April 18, 2003


The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

Ladies and Gentlemen:

         We have been requested by The Stanley Works (the "Company"), a
Connecticut corporation, to furnish our opinion in connection with the
preparation of the Company's registration statement on Form S-4 (the
"Registration Statement"), filed concurrently herewith, with respect to the
registration of (i) $150,000,000 aggregate principal amount of 3 1/2% Notes due
2007 (the "Exchange Notes due 2007") to be offered in exchange (the "Exchange
Notes due 2007 Exchange Offer") for presently outstanding $150,000,000 aggregate
principal amount of 3 1/2% Notes due 2007 (the "Original Notes due 2007") and
(ii) $200,000,000 aggregate principal amount of 4 9/10% Notes due 2012 (the
"Exchange Notes due 2012" and, collectively with the Exchange Notes due 2007,
the "Exchange Notes") to be offered in exchange (the "Exchange Notes due 2012
Exchange Offer" and, collectively with the Exchange Notes due 2007 Exchange
Offer, the "Exchange Offer") for presently outstanding $200,000,000 aggregate
principal amount of 4 9/10% Notes due 2012 (the "Original Notes due 2012" and,
collectively with the Original Notes due 2007, the "Original Notes").

         We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon the terms of the Exchange Offer, the
Original Notes and the Exchange Notes, which are set forth in the Registration
Statement, it is our opinion that the summary set forth under the heading
"United States Federal Tax Considerations" in the Registration Statement
accurately describes, in all material respects, the material United States
federal income tax consequences of the Exchange Offer to the holders of the
Original Notes that may be relevant with respect to the exchange of Original
Notes for Exchange Notes, but does not purport to discuss all United States
federal income tax consequences that may be relevant to a particular holder of
Original Notes in light of such holder's particular circumstances.

         The foregoing opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may change at any time with retroactive effect. We undertake
no obligation to update this opinion in respect of any such changes.

         The opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purposes or
relied upon or furnished to any other person without our prior written consent.



<PAGE>



The Stanley Works
April 18, 2003
Page 2



         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.

                                             Very truly yours,

                                             /s/ SONNENSCHEIN NATH & ROSENTHAL
                                             ---------------------------------
                                             SONNENSCHEIN NATH & ROSENTHAL











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(I)
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>


                         Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 No. 333-00000) and related Prospectus of The
Stanley Works for the offer to exchange $150,000,000 of the Company's 3 1/2%
Notes due 2007 and $200,000,000 of the Company's 4 9/10% Notes due 2012 and to
the incorporation by reference therein of our report dated March 21, 2003, with
respect to the consolidated financial statements and schedule of The Stanley
Works included in its Annual Report (Form 10-K) for the year ended December 28,
2002, filed with the Securities and Exchange Commission.


                                                           /s/ Ernst & Young LLP

Hartford, Connecticut
April 17, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY
<TEXT>
<PAGE>
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)__________
                    ----------------------------------------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)


NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)


270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)


                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                                THE STANLEY WORKS
               (Exact name of obligor as specified in its charter)


CONNECTICUT                                                           06-0548860
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


100 STANLEY DRIVE
NEW BRITAIN, CT                                                            06053
(Address of principal executive offices)                              (Zip Code)

                  --------------------------------------------
                             4-9/10% Notes due 2012
                              3-1/2% Notes due 2007
                       (Title of the indenture securities)
                  --------------------------------------------



<PAGE>

                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

             New York State Banking Department, State House, Albany, New York
12110.

             Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b) Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2. Affiliations with the Obligor and Guarantors.

        If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

        None.



<PAGE>


Item 16. List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connections with Registration Statement No.
333768, which is incorporated by reference.)

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement 333-76894, which is
incorporated by reference.)

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement
333-76894, which is incorporated by reference.)

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 15th day of April, 2003.


                                         JPMORGAN CHASE BANK


                                         By /s/James P. Freeman
                                            -----------------------------------
                                            James P. Freeman
                                            Vice President



<PAGE>

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business December 31, 2002,
              in accordance with a call made by the Federal Reserve
               Bank of this District pursuant to the provisions of
                            the Federal Reserve Act.


                                                                  DOLLAR AMOUNTS
                     ASSETS                                         IN MILLIONS


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ...........................................   $ 18,102
     Interest-bearing balances ...................................      8,392
Securities:
Held to maturity securities ......................................        396
Available for sale securities ....................................     79,372
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices ......................     16,164
     Securities purchased under agreements to resell .............     67,327
Loans and lease financing receivables:
     Loans and leases held for sale ..............................     24,545
     Loans and leases, net of unearned income ....................   $159,647
     Less: Allowance for loan and lease losses ...................      3,572
     Loans and leases, net of unearned income and allowance ......    156,075
Trading Assets....................................................    194,198
Premises and fixed assets (including capitalized leases)..........      6,280
Other real estate owned...........................................        104
Investments in unconsolidated subsidiaries and associated
     companies ...................................................        678
Customers' liability to this bank on acceptances outstanding......        349
Intangible assets
        Goodwill .................................................      2,159
        Other Intangible assets ..................................      3,315
Other assets .....................................................     44,932
TOTAL ASSETS .....................................................   $622,388
                                                                     ========




<PAGE>

                                   LIABILITIES

<TABLE>
<CAPTION>
<S>                                                                               <C>
Deposits
     In domestic offices ......................................................   $171,786
     Noninterest-bearing ...........................................   $ 75,101
     Interest-bearing ..............................................     96,685
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ...................................................    128,780
     Noninterest-bearing ...........................................   $  7,380
     Interest-bearing ..............................................    121,400

Federal funds purchased and securities sold under agreements to repurchase:
     Federal funds purchased in domestic offices ..............................      5,701
     Securities sold under agreements to repurchase ...........................    120,579
Trading liabilities ...........................................................    118,113
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases) ................................      8,388
Bank's liability on acceptances executed and outstanding ......................        356
Subordinated notes and debentures .............................................      8,528
Other liabilities .............................................................     24,520
TOTAL LIABILITIES .............................................................    586,751
Minority Interest in consolidated subsidiaries ................................         97

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus .................................          0
Common stock ..................................................................      1,785
Surplus  (exclude all surplus related to preferred stock) .....................     16,304
Retained earnings .............................................................     16,347
Accumulated other comprehensive income ........................................      1,104
Other equity capital components ...............................................          0
TOTAL EQUITY CAPITAL ..........................................................     35,540
                                                                                  --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ......................   $622,388
                                                                                  ========
</TABLE>

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.)
                                    ELLEN V. FUTTER         ) DIRECTORS
                                    FRANK A. BENNACK, JR.   )


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(I)
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
<PAGE>



                              LETTER OF TRANSMITTAL

                                       OF

                                THE STANLEY WORKS

             OFFER TO EXCHANGE ITS 3 1/2% NOTES DUE 2007 AND 4 9/10%
     NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
                    1933, AS AMENDED (THE "SECURITIES ACT"),
       FOR ANY AND ALL OF ITS OUTSTANDING 3 1/2% NOTES DUE 2007 AND 4 9/10
          NOTES DUE 2012, RESPECTIVELY, THAT WERE ISSUED AND SOLD IN A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT

                PURSUANT TO THE PROSPECTUS DATED        , 2003

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 2003 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
- --------------------------------------------------------------------------------


                               JPMORGAN CHASE BANK
                             (the "Exchange Agent")

                  By mail, hand delivery or overnight courier:

<TABLE>
<CAPTION>
<S>                            <C>                                  <C>

       IF BY MAIL, TO:                  IF IN PERSON, TO:             IF BY COURIER SERVICE, TO:

     JPMorgan Chase Bank               JPMorgan Chase Bank               JPMorgan Chase Bank
   Corporate Trust Services           GIS Unit Trust Window            Corporate Trust Services
2001 Bryan Street - 9th Floor      4 New York Plaza, 1st Floor      2001 Bryan Street - 9th Floor
     Dallas, Texas 75201            New York, New York 10004             Dallas, Texas 75201
    Attention: Frank Ivins           Attention: Frank Ivins             Attention: Frank Ivins

                                  By facsimile transmissions:
                               (for eligible institutions only)
</TABLE>

                                        (214) 468-6494

                                     Confirm by telephone:

                                        (214) 468-6464

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

         THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

         This Letter of Transmittal is to be completed either if (a) any
certificate(s) representing the Notes (as defined herein) are to be forwarded
herewith to the Exchange Agent or (b) tenders of Notes to the Exchange Agent are
to be made pursuant to the procedures for tender by book-entry transfer set
forth in the section of the Prospectus entitled "The Exchange Offer--Book-Entry
Delivery Procedure" and an Agent's Message (as defined below) is not delivered.
Certificate(s) representing the Notes or book-entry confirmation of a book-entry
transfer of such Notes into the Exchange Agent's account at The Depository Trust
Company ("DTC"), as well as this Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at the address set forth above on or prior to the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter of Transmittal. The term "book-entry
confirmation" means a confirmation of a book-entry transfer of Notes into the
Exchange Agent's account at DTC. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgement from the tendering participant, which acknowledgement states
that such participant has received and agrees to be bound by this Letter of
Transmittal and that The Stanley Works, a Connecticut corporation (the "Issuer")
may enforce this Letter of Transmittal against such participant.

         Holders (as defined herein) of Notes whose certificate(s) (the
"Certificate(s)") for such Notes are not immediately available or who cannot
deliver their Certificate(s) and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who

<PAGE>

cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Notes according to the guaranteed delivery procedures set forth in
the section of the Prospectus entitled "The Exchange Offer--Guaranteed Delivery
Procedure."

         DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.






<PAGE>



                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE ONE OR BOTH OF THE FOLLOWING BOXES:


<TABLE>
<CAPTION>
<S>                                                  <C>                  <C>                   <C>

- ----------------------------------------------------------------------------------------------------------------------
                     DESCRIPTION OF NOTES DUE 2007 TENDERED
- ----------------------------------------------------------------------------------------------------------------------
  If blank, please print name(s) and address(es)
of registered Holder(s), exactly as name(s) appear                                Notes
              on Note Certificate(s)                              (Attach additional list if necessary)
- ---------------------------------------------------- --------------------- --------------------- ---------------------
                                                                                Aggregate
                                                                           Principal Amount of   Principal Amount of
                                                         Certificate        Notes Represented       Notes Tendered
                                                     Number(s) of Notes*    by Certificate(s)    (if less than all)**
- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------
                                                     Total:
- ----------------------------------------------------------------------------------------------------------------------
*        Need not be completed by Holders tendering by book-entry transfer.
**       Notes may be tendered in whole or in part in multiples of $1,000. All
         Notes held shall be deemed tendered unless a lesser number is specified
         in this column. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
                     DESCRIPTION OF NOTES DUE 2012 TENDERED
- ----------------------------------------------------------------------------------------------------------------------
  If blank, please print name(s) and address(es)
of registered Holder(s), exactly as name(s) appear                                Notes
              on Note Certificate(s)                              (Attach additional list if necessary)
- ---------------------------------------------------- --------------------- --------------------- ---------------------
                                                                                Aggregate
                                                                           Principal Amount of   Principal Amount of
                                                         Certificate        Notes Represented       Notes Tendered
                                                     Number(s) of Notes*    by Certificate(s)    (if less than all)**
- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------

- ---------------------------------------------------- --------------------- --------------------- ---------------------
                                                     Total:
- ---------------------------------------------------- --------------------- --------------------- ---------------------
*        Need not be completed by Holders tendering by book-entry transfer.
**       Notes may be tendered in whole or in part in multiples of $1,000. All
         Notes held shall be deemed tendered unless a lesser number is specified
         in this column. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------------



            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

      CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
      MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
      THE FOLLOWING:

      Name of Tendering Institution ____________________________________________________________

      DTC Account Number ___________________ Transaction Code Number ___________________________

      CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
      IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
      DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING
      (SEE INSTRUCTIONS 1):

      Name(s) of Registered Holder(s) __________________________________________________________

      Window Ticket Number (if any) ____________________________________________________________

      Date of Execution of Notice of Guaranteed Delivery _______________________________________

      Name of Institution which Guaranteed Delivery ____________________________________________

      If Guaranteed Delivery is to be made by Book-Entry Transfer:

      Name of Tendering Institution ____________________________________________________________

      DTC Account Number ___________________ Transaction Code Number ___________________________

      CHECK HERE IF TENDERED BY BOOK ENTRY TRANSFER AND NON-EXCHANGED NOTES ARE
      TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
      PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:___________________________________________________________________________________________

Address: _______________________________________________________________________________________

</TABLE>

<PAGE>

Ladies and Gentlemen:

         The undersigned hereby tenders to the Issuer the above described
principal amount of the Issuer's (i) 3 1/2% Notes due 2007 (the "Notes due
2007") in exchange for an equivalent amount of the Issuer's 3 1/2% Notes due
2007 (the "Exchange Notes due 2007"), which have been registered under the
Securities Act and (ii) 4 9/10% Notes due 2012 (the "Notes due 2012" and,
collectively with the Notes due 2007, the "Notes") in exchange for an equivalent
amount of the Issuer's 4 9/10% Notes due 2012 (the "Exchange Notes due 2012"
and, collectively with the Exchange Notes due 2007, the "Exchange Notes"), which
have been registered under the Securities Act, upon the terms and subject to the
conditions set forth in the Prospectus dated _____________, 2003 (as the same
may be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with the Prospectus, constitute the "Exchange Offer").

         Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Issuer all right, title and interest in and to such Notes as are being tendered
herewith. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of the Issuer in connection with the
Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificate(s) for Notes to the Issuer together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Issuer, upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Notes to be issued in exchange for such Notes, (ii)
present Certificate(s) for such Notes for transfer, and to transfer the Notes on
the books of the Issuer, and (iii) receive for the account of the Issuer all
benefits and otherwise exercise all rights of beneficial ownership of such
Notes, all in accordance with the terms and conditions of the Exchange Offer.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Notes tendered hereby and that, when the same is accepted for exchange, the
Issuer will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Issuer or the Exchange Agent to be necessary or desirable to
complete the exchange, assignment and transfer of the Notes tendered hereby, and
the undersigned will comply with its obligations under the Registration Rights
Agreement dated as of November 1, 2002 among The Stanley Works and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., BNP
Paribas Securities Corp. and Fleet Securities, Inc. (the "Registration Rights
Agreement"). The undersigned has read and agrees to all of the terms of the
Exchange Offer.

         The name(s) and address(es) of the registered Holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificate(s) representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender should
be indicated in the appropriate boxes above.

         If any tendered Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificate(s) are submitted for more Notes than are
tendered or accepted for exchange, Certificate(s) for such nonexchanged or
nontendered Notes will be returned (or, in the case of Notes tendered by
book-entry transfer, such Notes will be credited to an account maintained at
DTC), without expense to the tendering Holder, promptly following the expiration
or termination of the Exchange Offer.

         The undersigned understands that the tenders of Notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for Tendering
Initial Notes" in the Prospectus and in the instructions attached hereto will,
upon the Issuer's acceptance for exchange of such tendered Notes, constitute a
binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under certain circumstances set forth in the Prospectus, the Issuer may
not be required to accept for exchange any of the Notes tendered hereby.

         Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificate(s) representing
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Notes, will be credited
to the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please deliver Exchange Notes
to the undersigned at the address shown below the undersigned's signature.

<PAGE>

         By tendering Notes and executing this Letter of Transmittal, or
effecting delivery of an Agent's Message in lieu thereof, the undersigned hereby
represents and agrees that (i) the undersigned's principal residence is in the
state of (FILL IN STATE) _____________, (ii) the undersigned is not an
"affiliate" of the Issuer, (iii) any Exchange Notes to be received by the
undersigned are being acquired in the ordinary course of its business, (iv) the
undersigned has no arrangement or understanding with any person to participate
in a distribution (within the meaning of the Securities Act) of Exchange Notes
to be received in the Exchange Offer, (v) if the undersigned is not a
broker-dealer, the undersigned is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the Securities Act) of such Exchange
Notes and (vi) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in no-action letters that are discussed in the
section of the Prospectus entitled "Exchange Offer--Registration Rights
Agreement." The Issuer may require the undersigned, as a condition to the
undersigned's eligibility to participate in the Exchange Offer, to furnish to
the Issuer (or an agent thereof) in writing information as to the number of
"beneficial owners" within the meaning of Rule 13d-3 under the Exchange Act on
behalf of whom the undersigned holds the Notes to be exchanged in the Exchange
Offer. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes, it represents that the Notes to be
exchanged for Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
Prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a Prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

         The Issuer has agreed that, subject to the provisions of the
Registration Rights Agreement, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer (as
defined below) in connection with resales of Exchange Notes received in exchange
for Notes, where such Notes were acquired by such Participating Broker-Dealer
for its own account as a result of market-making activities or other trading
activities, for a period ending 180 days after the effective date of the
registration statement relating to the Exchange Notes (the "Effective Date")
(subject to extension under certain limited circumstances described in the
Prospectus) or, if earlier, when all such Exchange Notes has been disposed of by
such Participating Broker-Dealer. In that regard, each broker-dealer who
acquired Notes for its own account as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), by tendering such Notes and
executing this Letter of Transmittal or effecting delivery of an Agent's Message
in lieu thereof, agrees that, upon receipt of notice from the Issuer of the
occurrence of any event or the discover of any fact which makes any statement
contained or incorporated by reference in the Prospectus untrue in any material
respect or which causes the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend the
sale of Exchange Notes pursuant to the Prospectus until the Issuer has amended
or supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or the Issuer has given notice that the sale of the Exchange Notes
may be resumed, as the case may be. If the Issuer give such notice to suspend
the sale of the Exchange Notes, it shall extend the 180-day period referred to
above during which Participating Broker-Dealers are entitled to use the
Prospectus in connection with the resale of Exchange Notes by the number of days
during the period from and including the date of the giving of such notice to
and including the date when Participating Broker-Dealers shall have received
copies of the supplemented or amended Prospectus necessary to permit resales of
the Exchange Notes or to and including the date on which the Issuer has given
notice that the sale of Exchange Notes may be resumed, as the case may be.

         As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange for
Notes pursuant to the Exchange Offer must notify the Issuer, or cause the Issuer
to be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided above or may be
delivered to the Exchange Agent at the address set forth in the section of the
Prospectus entitled "The Exchange Offer--Exchange Agent."

         The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Notes tendered hereby. All authority herein
conferred or agreed to be conferred in this Letter of Transmittal shall survive
the death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the Prospectus, this tender is
irrevocable.

         The undersigned, by completing one or both of the boxes entitled
"Description of Notes Due 2007 Tendered" and "Description of Notes Due 2012
Tendered" above and signing this letter, will be deemed to have tendered the
Notes as set forth in such box or boxes.


<PAGE>



                                    IMPORTANT
                               HOLDERS: SIGN HERE
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)




________________________________________________________________________________

________________________________________________________________________________
                            Signature(s) of Holder(s)

Date: _______________________________


         (Must be signed by the registered Holder(s) exactly as name(s)
appear(s) on Certificate(s) for the Notes hereby tendered or on a security
position listing or by person(s) authorized to become registered Holder(s) by
certificates and documents transmitted herewith. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instructions 2 and 5 below.)

Name(s): _______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                 (Please Print)

Capacity (full title): _________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                                                              (Include Zip Code)

Area Code and Telephone No.:____________________________________________________

                        (See Substitute Form W-9 herein)

                            GUARANTEE OF SIGNATURE(S)
                        (SEE INSTRUCTIONS 2 AND 5 BELOW)

Authorized Signature:

Name:___________________________________________________________________________

________________________________________________________________________________
                             (Please Type or Print)

Title:__________________________________________________________________________

Name of Firm:___________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________
                                                              (Include Zip Code)

Area Code and Telephone No.:____________________________________________________

Date:___________________________

<PAGE>

<TABLE>
<CAPTION>
___________________________________________________________    ________________________________________________________

<S>                                                            <C>
              SPECIAL ISSUANCE INSTRUCTIONS                                   SPECIAL DELIVERY INSTRUCTIONS
           (SIGNATURE GUARANTEE(S) REQUIRED--SEE                           (SIGNATURE GUARANTEES REQUIRED--SEE
                  INSTRUCTIONS 2 AND 6)                                           INSTRUCTIONS 2 AND 6)


TO BE COMPLETED ONLY if Exchange Notes or Notes not            TO BE COMPLETED ONLY if Exchange Notes or Notes not
tendered or not accepted for exchange are to be issued in      tendered or not accepted for exchange are to be sent to
the name of someone other than the Registered Holder(s) of     someone other than the Registered Holder(s) of the Notes
the Notes whose name(s) appear(s) in one or both of the        whose name(s) appear(s) in one or both of the boxes on
boxes on page 3.                                               page 3, or to such Registered Holder at an address other
                                                               than shown in one or both of such boxes.

     Notes  not   tendered  to  or  not  accepted  for              Notes not tendered to:
     exchange are to be issued to:

     Exchange Notes are be issued to:                               Exchange Notes to:

Name  _____________________________________________________    Name  __________________________________________________
                      (PLEASE PRINT)                                                (PLEASE PRINT)

Address  __________________________________________________    Address  _______________________________________________


___________________________________________________________    ________________________________________________________
                    (INCLUDE ZIP CODE)


___________________________________________________________    ________________________________________________________
                  (TAX IDENTIFICATION OR                                          (INCLUDE ZIP CODE)
                 SOCIAL SECURITY NUMBER)

___________________________________________________________    ________________________________________________________
</TABLE>



<PAGE>

                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

         1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES: GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificate(s) are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in the
section of the Prospectus entitled "The Exchange Offer--Book-Entry Delivery
Procedure" and an Agent's Message is not delivered. Certificates, or timely
confirmation of a book-entry transfer of such Notes into the Exchange Agent's
account at DTC, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu thereof. Notes may be tendered in whole or in part in
integral multiples of $1,000.

         Holders who wish to tender their Notes and (i) whose Notes are not
immediately available or (ii) who cannot deliver their Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer--Guaranteed Delivery Procedure." Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Issuer,
must be received by the Exchange Agent on or prior to the Expiration Date; and
(iii) the Certificate(s) (or a book-entry confirmation) representing all
tendered Notes, in proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date, all as provided in
the section of the Prospectus entitled "The Exchange Offer--Guaranteed Delivery
Procedure."

         The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery. For Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery on or prior to the Expiration Date. As used herein and in
the Prospectus, "Eligible Institution" means a firm or other entity identified
in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer,
municipal securities broker or dealer or government securities broker or dealer;
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.

         THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

         The Issuer will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.

         2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
            Transmittal is required if:

         i.  this Letter of Transmittal is signed by the registered Holder
             (which term, for purposes of this document, shall include any
             participant in DTC whose name appears on a security position
             listing as the owner of the Notes (the "Holder")) of Notes tendered
             herewith, unless such Holder(s) has completed either the box
             entitled "Special Issuance Instructions" or the box entitled
             "Special Delivery Instructions" above; or

         ii. such Notes are tendered for the account of a firm that is an
             Eligible Institution.

         In all other cases, an Eligible Institution must guarantee this
signature(s) on this Letter of Transmittal. See Instruction 5.

         3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Notes Due 2007 Tendered" or the box captioned "Description of
Notes Due 2012 Tendered" is inadequate, the Certificate number(s) and/or the
principal amount of Notes and any other required information should be listed on
a separate signed schedule which is attached to this Letter of Transmittal.

         4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Notes will be
accepted only in integral multiples of $1,000. If less that all the Notes
evidence by any Certificate submitted are to be tendered, fill in the principal
amount of Notes which are to be tendered in the box or boxes entitled "Principal
Amount of Notes Tendered" on page 3. In such case, new Certificate(s) for the
remainder of the Notes that were evidenced by your old Certificate(s) will only
be sent to the Holder of the Notes, promptly after the Expiration Date. All
Notes represented by Certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.

         Except as otherwise provided herein, tenders of Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written notice of withdrawal or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Notes to be withdrawn, the aggregate
principal amount of Notes to be withdrawn, and (if Certificates for Notes have
been tendered) the name of the registered Holder of the Notes as set forth on
the Certificate for the Notes, if different from that of the person who tendered
such Notes. If Certificates for the Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
Certificates for the Notes, the tendering Holder must submit the serial numbers
shown on the particular Certificates for the Notes to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Notes tendered for the account of a Eligible
Institution. If Notes have been tendered pursuant to the procedures for
book-entry transfer set forth in the section of the Prospectus entitled "The
Exchange Offer--Book-Entry Delivery Procedure," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Notes, in which case a notice of withdrawal will be effective if
delivered to the Exchange Agent by written, telegraphic, telex or facsimile
transmission. Withdrawals of tenders of Notes may not be rescinded. Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the section of
the Prospectus entitled "The Exchange Offer--Procedures for Tendering Initial
Notes."

         All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Issuer, in its
discretion, whose determination shall be final and binding on all parties. The
Issuer, any affiliates or assigns of the Issuer, the Exchange Agent or any other
person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Notes which have been tendered but which are
withdrawn will be returned to the Holder thereof without cost to such Holder
promptly after withdrawal.

         5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered Holder(s) of the Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.

         If any Notes tendered hereby is owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

         If any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.

         If this Letter of Transmittal or any Certificate(s) or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing and, unless waived by the
Issuer, must submit proper evidence satisfactory to the Issuer, in its sole
discretion, of each such person's authority to so act.

         When this Letter of Transmittal is signed by the registered owner(s) of
the Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) is required unless Exchange Notes are to be issued in the
name of a person other than the registered Holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

         If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Notes listed, the Certificate(s) must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificate(s), and also must be
accompanied by such opinions of counsel, certifications and other information as
the Issuer of the Trustee for the Notes may require in accordance with the
restrictions of transfer applicable to the Notes. Signatures on such
Certificate(s) or bond powers must be guaranteed by an Eligible Institution.

         6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
See Instruction 4.

         7. IRREGULARITIES. The Issuer will determine, in its discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Notes, which determination
shall be final and binding on all parties. The Issuer reserves the absolute
right to reject any and all tenders determined by it not to be in proper form or
the acceptance of which, or exchange for which, may, in the view of counsel to
the Issuer, be unlawful. The Issuer also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer set forth
in the section of the Prospectus entitled "The Exchange Offer--Conditions to the
Exchange Offer" or any conditions or irregularities in any tender of Notes of
any particular Holder whether or not similar conditions or irregularities are
waived in the case of other Holders. The Issuer's interpretation of the terms
and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) will be final and binding. No tender of Notes will be
deemed to have been validly made until all irregularities with respect to such


<PAGE>


tender have been cured or waived. The Issuer, any affiliates or assigns of the
Issuer, the Exchange Agent, or any other person shall not be under any duty to
give notification of any irregularities in tenders or incur any liability for
failure to give such notification.

         8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

         9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal income
tax law, a Holder (including, for purposes of this section, beneficial owners of
the Notes) whose tendered Notes are accepted for exchange is required to provide
the Exchange Agent with such Holder's correct taxpayer identification number
("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with
the correct TIN, the Internal Revenue Service (the "IRS") may subject the Holder
or other payee to a $50 penalty. In addition, payments to such Holders or other
payees with respect to Notes exchanged pursuant to the Exchange Offer may be
subject to backup withholding at a rate equal to the fourth lowest tax rate
applicable to unmarried individuals, which is 30% for amounts paid during 2003.

         The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
Holder or other payee must also complete the box captioned Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 2 is checked and the box
captioned Certificate of Awaiting Taxpayer Identification Number is completed,
the Holder will be subject to backup withholding on all payments made prior to
the time a properly certified TIN is provided to the Exchange Agent. The
Exchange Agent will retain such amounts withheld during the 60-day period
following the date of the Substitute Form W-9. If the Holder furnishes the
Exchange Agent with its TIN within 60 days after the date of the Substitute Form
W-9, the amounts retained during the 60-day period will be remitted to the
Holder and no further amounts shall be retained or withheld from payments made
to the Holder thereafter. If, however, the Holder has not provided the Exchange
Agent with its TIN within such 60-day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, backup withholding will apply to
all payments made thereafter until a correct TIN is provided.

         Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Such Holders should nevertheless
complete the attached Substitute Form W-9 and write "Exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed and
appropriate IRS Form W-8, signed under penalties of perjury, attesting to that
Holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which Holders are exempt from backup withholding.

         Backup withholding is not an additional U.S. federal income tax.
Rather, the U.S. federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained, provided that the
required information is furnished to the IRS.

         10. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.

         11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering Holders of Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of Notes for exchange.

         Neither the Issuer, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Notes nor shall any of them incur any liability for failure to give
any such notice.

         12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the Holder should
promptly notify the Exchange Agent. The Holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.

         13. SECURITY TRANSFER TAXES. Holders who tender their Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered Holder of the Notes
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Notes in connection with the Exchange Offer, then the amount of any such
transfer tax (whether imposed on the registered Holder or any other persons)
will be payable by the tendering Holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.


<PAGE>


                    MUST BE COMPLETED BY TENDERING HOLDER(S)



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                              PAYER'S NAME: JP MORGAN CHASE BANK
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                          <C>

                                     PART  1--PLEASE PROVIDE YOUR TIN IN THE      TIN: _____________________________________
SUBSTITUTE                           BOX AT RIGHT AND CERTIFY BY SIGNING AND            Social Security Number or
FORM W-9                             DATING BELOW                                       Employer Identification Number

DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
                                     --------------------------------------------------------------------------------------------

PAYER'S REQUEST FOR TAXPAYER         PART 2--TIN Applied for
IDENTIFICATION NUMBER ("TIN")



- ---------------------------------------------------------------------------------------------------------------------------------

CERTIFICATION:  Under penalties of perjury, I certify that:

(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);

(2) I am not subject to backup withholding either because (a) I have not been notified by the Internal Revenue Service (the
    "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (b) the IRS
    has notified me that I am no longer subject to backup withholding; and

(3) I am a U.S. person (including a U.S. resident alien).

CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer
subject to backup withholding, do not cross out item (2). (Also see instructions in the attached Guidelines.)

- ---------------------------------------------------------------------------------------------------------------------------------


SIGNATURE  ____________________________________________________________         DATE  __________________________________
- ---------------------------------------------------------------------------------------------------------------------------------

NOTE:      FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU IN CONNECTION
           WITH THE RIGHTS OFFERING. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
           ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A
                                                 TAXPAYER IDENTIFICATION NUMBER

- ---------------------------------------------------------------------------------------------------------------------------------

                                       CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

           I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Officer or (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the time of delivery, all reportable payments made to me
thereafter will be subject to backup withholding until I provide such number.

Signature  ____________________________________________________________         Date  __________________________________
- ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>



<PAGE>


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9



GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU)
TO GIVE THE PAYER.

Social security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employee identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. All "Section" references are to the Internal
Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

The table below will help determine the taxpayer identification number to give
the payer.

<TABLE>
<CAPTION>
- ------------------------------------------------------------        ---------------------------------------------------------------
                                GIVE THE                                                              GIVE THE EMPLOYER
                                SOCIAL SECURITY                                                       IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:       NUMBER OF--                         FOR THIS TYPE OF ACCOUNT          NUMBER OF--
- ------------------------------------------------------------        ---------------------------------------------------------------
<S>                             <C>                                <C>                                <C>
1.   Individual                 The individual                      6.   Sole proprietorship          The owner(3)

2.   Two or more individuals    The actual owner of the             7.   A valid trust, estate, or    The legal entity(4)
     (joint account)            account, or if combined                  pension trust
                                funds, the first
                                individual on the account1

3.   Custodian account of a     The minor(2)                        8.   Corporate                    The corporation
     minor (Uniform Gift to
     Minors Act)

4.  a.The usual revocable       The grantor-trustee(1)              9.   Association, club,           The organization
      savings trust account                                              religious, charitable,
      (grantor is also                                                   educational, or other
      trustee)                                                           tax-exempt organization

    b.So-called trust account   The actual owner(1)                 10.  Partnership                  The partnership
      that is not a legal or
      valid trust under state
      law

5.   Sole proprietorship        The owner(3)                        11.  A broker or registered       The broker or nominee
                                                                         nominee

                                                                    12.  Account with the             The public entity
                                                                         Department of Agriculture
                                                                         in the name of a public
                                                                         entity (such as a state or
                                                                         local government, school
                                                                         district, or prison) that
                                                                         receives agricultural
                                                                         program payments
- ------------------------------------------------------------        ---------------------------------------------------------------

</TABLE>

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a social security number, that
     person's number must be furnished.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your social security number or
     your employer identification number (if you have one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the taxpayer identification number of the personal
     representative or trustee unless the legal entity itself is not designated
     in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.

<PAGE>


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9



OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Security Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding include:

o   An organization exempt from tax under Section 501(a), an individual
    retirement account (IRA), or a custodial account under Section 403(b)(7), if
    the account satisfies the requirements of Section 401(f)(2).

o   The United States or a state thereof, the District of Columbia, a possession
    of the United States, or a political subdivision or wholly-owned agency or
    instrumentality of any one or more of the foregoing.

o   An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

o   A corporation.

o   A financial institution.

o   A dealer in securities or commodities required to register in the United
    States, the District of Columbia, or a possession of the United States.

o   A real estate investment trust.

o   A common trust fund operated by a bank under Section 584(a).

o   An entity registered at all times during the tax year under the Investment
    Company Act of 1940.

o   A middleman known in the investment community as a nominee or who is listed
    in the most recent publication of the American Society of Corporate
    Secretaries, Inc., Nominee List.

o   A futures commission merchant registered with the Commodity Futures Trading
    Commission

o   A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup
withholding include:

o   Payments to nonresident aliens subject to withholding under Section 1441.

o   Payments to partnerships not engaged in a trade or business in the United
    States and that have at least one nonresident alien partner.

o   Payments of patronage dividends not paid in money.

o   Payments made by certain foreign organizations.

o   Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:


o   Payments of interest on obligations issued by individuals. Note: You may be
    subject to backup withholding if this interest is $600 or more and you have
    not provided your correct taxpayer identification number to the payer.

o   Payments of tax-exempt interest (including exempt- interest dividends under
    Section 852).

o   Payments described in Section 6049(b)(5) to nonresident aliens.

o   Payments on tax-free covenant bonds under Section 1451.

o   Payments made by certain foreign organizations.

o   Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under Sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.

EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE.

Section 6109 requires you to provide your correct taxpayer identification number
to payers, who must report the payments to the IRS. The IRS uses the number for
identification purposes and may also provide this information to various
government agencies for tax enforcement or litigation purposes. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally backup withhold on taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certificates or affirmations may subject you to criminal penalties including
fines and/or imprisonment.



             FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
                        OR THE INTERNAL REVENUE SERVICE.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(II)
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                          NOTICE OF GUARANTEED DELIVERY

                                       OF

                                THE STANLEY WORKS
                 OFFER TO EXCHANGE ITS 3 1/2% NOTES DUE 2007 AND
          4 9/10% NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
          FOR ANY AND ALL OF ITS OUTSTANDING 3 1/2% NOTES DUE 2007 AND
        4 9/10 NOTES DUE 2012, RESPECTIVELY, THAT WERE ISSUED AND SOLD IN
         A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT

                  PURSUANT TO THE PROSPECTUS DATED ______, 2003


- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
2003 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------


         This form must be used by holders of 3 1/2% Notes due 2007 and 4 9/10%
Notes due 2012 (collectively, the "Notes") of The Stanley Works, a Connecticut
corporation (the "Issuer"), who wish to tender Notes to the Exchange Agent
pursuant to the guaranteed delivery procedures described in "Exchange
Offer--Guaranteed Delivery Procedure" of the Issuer's Prospectus, dated ______,
2003 (the "Prospectus") and in Instruction 2 to the related Letter of
Transmittal. Any holder who wishes to tender Notes pursuant to such guaranteed
delivery procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Letter of Transmittal.

<TABLE>
<CAPTION>

                                                JPMORGAN CHASE BANK

              By mail, hand delivery or overnight courier:
<S>                                   <C>                                       <C>

       IF BY MAIL, TO:                         IF IN PERSON, TO:                  IF BY COURIER SERVICE, TO:

     JPMorgan Chase Bank                      JPMorgan Chase Bank                    JPMorgan Chase Bank
   Corporate Trust Services                  GIS Unit Trust Window                 Corporate Trust Services
2001 Bryan Street - 9th Floor             4 New York Plaza, 1st Floor           2001 Bryan Street - 9th Floor
     Dallas, Texas 75201                   New York, New York 10004                  Dallas, Texas 75201
    Attention: Frank Ivins                  Attention: Frank Ivins                  Attention: Frank Ivins

                                         By facsimile transmissions:
                                      (for eligible institutions only)

                                               (214) 468-6494

                                            Confirm by telephone:

                                               (214) 468-6464
</TABLE>


         DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE TO A NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

         This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.



<PAGE>



Ladies and Gentlemen:

         The undersigned hereby tenders to the Issuer, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the Letter of Transmittal.

         The undersigned hereby tenders the Notes listed below:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                 3 1/2% NOTES DUE 2007
- ----------------------------------------------------------------------------------------------------------------------
      CERTIFICATE NUMBER(S) (IF KNOWN) OF NOTES OR            AGGREGATE PRINCIPAL            AGGREGATE PRINCIPAL
       ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY               AMOUNT REPRESENTED              AMOUNT TENDERED
- --------------------------------------------------------- ----------------------------- ------------------------------
<S>                                                      <C>                            <C>

- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- ----------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------------------------
                                                4 9/10% NOTES DUE 2012
- ----------------------------------------------------------------------------------------------------------------------
      CERTIFICATE NUMBER(S) (IF KNOWN) OF NOTES OR            AGGREGATE PRINCIPAL            AGGREGATE PRINCIPAL
       ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY               AMOUNT REPRESENTED              AMOUNT TENDERED
- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- --------------------------------------------------------- ----------------------------- ------------------------------

- ----------------------------------------------------------------------------------------------------------------------
                                              PLEASE SIGN AND COMPLETE
- ----------------------------------------------------------------------------------------------------------------------
Signatures of Registered Holder(s) or
Authorized Signatory: __________________________________    Date: ___________________, 2001

________________________________________________________     Address: _____________________________________________

________________________________________________________     ______________________________________________________

Name(s) of Registered Holder(s): _______________________     Area Code and Telephone No.: _________________________

________________________________________________________

________________________________________________________

- ----------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------------------------
         This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on
certificates for Notes or on a security position listing as the owner of Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.

                                        Please print name(s) and address(es)

Name(s): __________________________________________________________________________________________________________

___________________________________________________________________________________________________________________

Capacity: _________________________________________________________________________________________________________

Address(es): ______________________________________________________________________________________________________

___________________________________________________________________________________________________________________

- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       2


<PAGE>

- --------------------------------------------------------------------------------

                                    GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

         The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or manually signed facsimile thereof), with any required signature guarantees
or an Agent's Message (in the case of a book-entry transfer), together with the
Notes tendered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility described in the Prospectus under the section
entitled "Exchange Offer--Guaranteed Delivery Procedure" and in the Letter of
Transmittal) and any other required documents, all by 5:00 p.m., New York City
time, within three New York Stock Exchange trading days following the Expiration
Date.

Name of firm __________________________  _______________________________________
                                                    (Authorized Signature)

Address _______________________________  Name __________________________________
                                                       (Please Print)

_______________________________________  Title__________________________________
         (Include Zip Code)

Area Code and Tel. No. ________________  Dated __________________________ , 2003

- --------------------------------------------------------------------------------

         DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.


                                      -3-
<PAGE>

                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

         1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the
Holder(s), and the delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail, the Holder(s) may wish to consider using an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the Letter of Transmittal.

         2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face of
the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.

         If this Notice of Guaranteed Delivery is signed by a person other than
the registered Holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered Holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.

         If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Issuer of such person's authority to so act.

         3. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified herein. Holders may also
contact their broker, dealer, commercial bank, trust company, or other nominee
for assistance concerning the Exchange Offer.


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(III)
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>FORM OF INSTRUCTIONS TO REGISTERED HOLDER
<TEXT>
<PAGE>



                    INSTRUCTIONS TO REGISTERED HOLDER AND/OR
                          BOOK-ENTRY TRANSFER FACILITY
                      PARTICIPANT FROM BENEFICIAL OWNER(S)

                                       OF

                                THE STANLEY WORKS
             OFFER TO EXCHANGE ITS 3 1/2% NOTES DUE 2007 AND 4 9/10%
     NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
                    1933, AS AMENDED (THE "SECURITIES ACT"),
       FOR ANY AND ALL OF ITS OUTSTANDING 3 1/2% NOTES DUE 2007 AND 4 9/10
          NOTES DUE 2012, RESPECTIVELY, THAT WERE ISSUED AND SOLD IN A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT

               PURSUANT TO THE PROSPECTUS DATED               , 2003



         To Registered Holder(s) and/or Participant(s) of the Book-Entry
Transfer Facility:

         The undersigned hereby acknowledges receipt of the Prospectus, dated
______, 2003 (the "Prospectus") of The Stanley Works, a Connecticut corporation
(the "Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Letter of Transmittal.

         This will instruct you, the registered holder(s) and/or book-entry
transfer facility participant(s), as to action to be taken by you relating to
the Exchange Offer with respect to the 3 1/2% Notes due 2007 and the 4 9/10%
Notes due 2012 (collectively, the "Notes") held by you for the account of the
undersigned.

         The aggregate face amount of the Notes held by you for the account of
the undersigned is (FILL IN amount):

         $             of the 3 1/2% Notes due 2007

         $             of the 4 9/10% Notes due 2012



         With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):

         [ ]    TO TENDER the following Notes due 2007 held by you for the
                account of the undersigned (INSERT PRINCIPAL AMOUNT OF NOTES DUE
                2007 TO BE TENDERED, WHICH MAY ONLY BE TENDERED IN WHOLE OR IN
                PART IN INTEGRAL MULTIPLES OF $1,000 OF THE PRINCIPAL AMOUNT OF
                SUCH NOTES):

                $______________________ .

         [ ]    TO TENDER the following Notes due 2012 held by you for the
                account of the undersigned (INSERT PRINCIPAL AMOUNT OF NOTES DUE
                2012 TO BE TENDERED, WHICH MAY ONLY BE TENDERED IN WHOLE OR IN
                PART IN INTEGRAL MULTIPLES OF $1,000 OF THE PRINCIPAL AMOUNT OF
                SUCH NOTES):

                $______________________ .

         [ ]    NOT TO TENDER any Notes due 2007 or Notes due 2012 held by you
                for the account of the undersigned.



<PAGE>

         If the undersigned instructs you to tender any of the Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
undersigned's principal residence is in the state of (FILL IN STATE)           ,
(ii) the undersigned is acquiring the Exchange Notes in the ordinary course of
business of the undersigned, (iii) the undersigned is not participating, does
not intend to participate, and has no arrangement or understanding with any
person to participate, in the distribution of the Exchange Notes, (iv) the
undersigned acknowledges that any person participating in the Exchange Offer for
the purpose of distributing the Exchange Notes must comply with the registration
and prospectus delivery requirements of the Securities Act of 1933, as amended
(the "Act"), in connection with a secondary resale transaction of the Exchange
Notes acquired by such person and cannot rely on the position of the Staff of
the Securities and Exchange Commission set forth in no-action letters that are
discussed in the section of the Prospectus entitled "Exchange Offer--Exchange
and Registration Rights Agreement," and (v) the undersigned is not an
"affiliate," as defined in Rule 405 under the Act, of the Issuers or any of
their subsidiaries; (b) to tender such Notes and to agree, on behalf of the
undersigned, to accept the Exchange Offer pursuant to the terms and conditions
set forth in the Prospectus and in the Letter of Transmittal; and (c) to take
such other action as necessary under the Prospectus or the Letter of Transmittal
to effect the valid tender of such Notes.

         The Issuer may require the undersigned, as a condition to the
undersigned's eligibility to participate in the Exchange Offer, to furnish to
the Issuer (or an agent thereof), in writing, information as to the number of
"beneficial owners," within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, on behalf of whom the undersigned holds the
Notes to be exchanged in the Exchange Offer. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes, it represents that the Notes to be exchanged for Exchange Notes were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a Prospectus in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a Prospectus, such undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

- --------------------------------------------------------------------------------
                                    SIGN HERE

Name of beneficial owner(s): ___________________________________________________

Signature(s): __________________________________________________________________

Name (please print): ___________________________________________________________

Address: _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

Telephone number: ______________________________________________________________

Taxpayer Identification or Social Security Number: _____________________________

Date: __________________________________________________________________________
- --------------------------------------------------------------------------------

                                      -2-



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
