Filer: The Stanley Works
                      Pursuant to Rule 425 under the Securities Act of 1933
                          and deemed filed pursuant to Rule 14a-12(b) under
                                            Securities Exchange Act of 1934
                                         Subject Company: The Stanley Works
                                                Commission File No.: 1-5224
                                      Registration Statement No.: 333-82382




STANLEY LOGO


FOR IMMEDIATE RELEASE


THE STANLEY WORKS' BOARD OF DIRECTORS APPROVES CHANGE IN PLACE OF
INCORPORATION TO BERMUDA

New Britain, Connecticut, February 8, 2002 ... The Stanley Works (NYSE:
SWK) announced that its Board of Directors has unanimously approved a plan
to modify Stanley's corporate structure so that the company's place of
incorporation will be changed from Connecticut to Bermuda. Under the plan,
The Stanley Works, Ltd., a newly formed Bermuda corporation, will become
the parent company of The Stanley Works. The proposal is subject to
approval by two-thirds of the company's shareowners at its annual meeting
in April.

John M. Trani, Chairman and Chief Executive Officer of The Stanley Works,
explained, "This strategic initiative will strengthen our company over the
long-term. An important portion of our revenues and earnings are derived
from outside the United States, where nearly 50% of our people reside.
Moreover, an increasing proportion of our materials are being purchased
from global sources. This change will create greater operational
flexibility, better position us to manage international cash flows and help
us to deal with our complex international tax structure. As a result, our
competitiveness, one of the three legs of our vision to become a Great
Brand, will be enhanced. The business, regulatory and tax environments in
Bermuda are expected to create considerable value for shareowners."

Mr. Trani continued: "In addition to operational flexibility, improved
worldwide cash management and competitive advantages, the new corporate
structure will enhance our ability to access international capital markets,
which is favorable for organic growth, future strategic alliances and
acquisitions. Finally, enhanced flexibility to manage worldwide tax
liabilities should reduce our global effective tax rate from its current
32% to within the range of 23% - 25%".

Upon completion of the re-incorporation, which is expected to be in
mid-2002, shareowners of The Stanley Works will receive the same number of
shares of The Stanley Works, Ltd. as they hold in The Stanley Works. These
shares will have substantially the same attributes as The Stanley Works
common shares, and are expected to be listed on the New York Stock Exchange
under the symbol SWK, the same symbol under which the company's stock
currently trades. Generally, upon the exchange of shares of The Stanley
Works for shares of Stanley Works, Ltd., shareowners subject to U.S.
federal income taxation will recognize as gains any appreciation in the
market value of Stanley Works shares over their cost basis, and a new
holding period will commence.

"This change has been planned for several months, and the benefits are
apparent. The transition should be seamless and transparent for all
stakeholders -- employees, customers and vendors -- around the world.
Corporate operations will continue to be managed from our current
headquarters in New Britain, Connecticut, and these changes will not affect
day-to-day operations," Mr. Trani added.

The Stanley Works, an S&P 500 company, is a worldwide supplier of tools and
doors and related hardware products for professional, industrial and
consumer use.

Contact:    Gerard J. Gould
            Vice President, Investor Relations
            (860) 827-3833
            ggould@stanleyworks.com

This announcement does not constitute an offer of any securities for sale,
or an offer or invitation to purchase any securities. A registration
statement on form S-4 will be filed with the Securities and Exchange
Commission ("SEC") today, containing a form of proxy statement / prospectus
with respect to the re-incorporation, providing details of the transaction.
This registration statement will be available at the SEC's web site,
www.sec.gov. When finalized, these documents will be available at the SEC's
web site and Stanley's web site, www.stanleyworks.com. Investors should
read these documents before making a decision concerning the transaction.

The Stanley Works, its officers and directors may be deemed to be
participants in the solicitation of proxies from shareowners in favor of
the re-incorporation. Information about the directors and executive
officers and ownership of stock is set forth in the aforementioned form
S-4. This press release contains forward-looking statements. Cautionary
statements accompanying these forward-looking statements are set forth,
along with this news release, in a Form S-4 to be filed with the Securities
and Exchange Commission today.

The Stanley Works corporate press releases are available on the company's
internet web site at http://www.stanleyworks.com.