<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>13
<FILENAME>subex25.txt
<DESCRIPTION>EX. 25.2 - FORM T-1 SUBORDINATED INDENTURE
<TEXT>
                                                                  Exhibit 25.2

___________________________________________________________________________

                      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, Connecticut                                                 06053
(Address of principal executive offices)                            (Zip Code)



                   Subordinated Debt Securities and Warrants
                      (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>

         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 connection with registration Statement No.
333-76894, 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 No. 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 No.
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 29th day of October,
2003.


                                          JPMORGAN CHASE BANK


                                          By   /s/ James P. Freeman
                                               -----------------------------
                                               James P. Freeman
                                               Authorized Officer


<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 connection with registration Statement No.
333-76894, 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 file din connection with Registration Statement No. 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 No.
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 29th day of October,
2003.

                                                 JPMORGAN CHASE BANK


                                                 By  /s/ James P. Freeman
                                                     -------------------------
                                                     James P. Freeman
                                                     Authorized Officer


</TEXT>
</DOCUMENT>
