SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  May 8, 2003
                                                 -------------------------------

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


Connecticut                  1-5244                06-0548860
--------------------------------------------------------------------------------
(State or other            (Commission           (IRS Employer
jurisdiction of             File Number)          Identification
incorporation)                                            No.)


1000 Stanley Drive, New Britain, Connecticut            06053
--------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code: (860)225-5111
                                                   -----------------------------


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








                       Exhibit Index is located on Page 3
                                Page 1 of 7 Pages



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

   (c) 20(i)   Press Release dated May 8, 2003.

       20(ii)  Cautionary Statements relating to forward looking statements
               included in Exhibit 20(i) and made today in a meeting with
               industry analysts, shareowners and other participants.

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

               In a press release attached to this 8-K, the company provided
               earnings guidance for the second quarter and full year 2003 with
               additional guidance regarding cash flow in 2003. In a meeting
               held today with industry analysts, shareowners and other
               participants, the company reviewed this guidance.
















                                Page 2 of 7 Pages




                                    SIGNATURE



Date:   May 8, 2003    By:   /s/ Bruce H. Beatt
--------------------   ---------------------------------------
                       Name:  Bruce H. Beatt
                       Title: Vice President, General
                              Counsel and Secretary








                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                                Dated May 8, 2003



                                Exhibit No. Page
                               -----------  ----

                                  20(i)      4

                                  20(ii)     6






                                Page 3 of 7 Pages



                                                                   Exhibit 20(i)

FOR IMMEDIATE RELEASE

THE STANLEY WORKS UPDATES EARNINGS AND CASH FLOW GUIDANCE AT ANNUAL ANALYST
CONFERENCE

New Britain,  Connecticut,  May 8, 2003. . .The Stanley Works (NYSE: "SWK") will
provide second quarter 2003 earnings  guidance,  update  full-year 2003 earnings
guidance  and  provide  full-year  2003 cash  flow  expectations  at its  annual
financial analyst conference today. Such guidance is summarized below.

Forecasted   earnings   are   supplemented   with  related   amounts   excluding
restructuring  costs,  impairment  charges  and  other  exit  costs.  Management
believes these  supplemental  financial  measures provide useful  information by
removing the effect of variances in reported  results that are not indicative of
fundamental  changes in the company's  earnings capacity.  Reconciliations  with
forecasted reported amounts are provided below.

James M. Loree,  Executive  VP and Chief  Financial  Officer,  will  include the
following guidance in his prepared remarks:

Second Quarter 2003

* Sales are expected to increase by 5-7% over $649 million in the prior year.

* Net income is expected to be in the range of $9 - $35 million, or 10 cents -
  40 cents per fully diluted share. Pre-tax restructuring costs, asset
  impairment charges and other exit costs are expected to total $14 - $49
  million, or 12 cents-38 cents per fully diluted share. Aside from such costs
  and charges, earnings are expected to be in the range of $42-$45 million, or
  48 cents - 52 cents per fully diluted share.

Full Year 2003

* Sales are expected to increase approximately 7-8% over $2,593 million in the
  prior year.

* Net income is expected to be $135 - $167 million, or $1.59 - $1.97 per fully
  diluted share. Pre-tax restructuring costs, asset impairment charges and
  other exit costs are expected to total $62 - $97 million, or 48 cents - 76
  cents per fully diluted share, including $17 million recorded in the first
  quarter. Aside from such costs and charges, earnings are expected to be in
  the range of $200 - $208 million, or $2.35-$2.45 per fully diluted share.

                                Page 4 of 7 Pages


* Free cash flow (cash from operations less capital expenditures) is expected
  to approximate $220 million.

Mr.  Loree's  presentation  and a subsequent  question  and answer  session with
financial  analysts  will be broadcast  live via the internet  from 2:15-4pm CST
(3:15-5pm  EDT) today and can be accessed at  www.stanleyworks.com  by selecting
"Investor Relations" and then clicking on the icon established for the event.


                                                 
Reconciliation to GAAP Earnings
--------------------------------------------------------------------------------
                    Reported         Charges (a)           Excluding Charges
--------------------------------------------------------------------------------
Second Quarter
--------------------------------------------------------------------------------
Net Income          $9 - $35         $10 - $33             $42 - $45
--------------------------------------------------------------------------------
Diluted EPS         $0.10 - $0.40    $0.12 - $0.38         $0.48 - $0.52
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Full Year
--------------------------------------------------------------------------------
Net Income          $135 - $167      $41 - $65             $200 - $208
--------------------------------------------------------------------------------
Diluted EPS         $1.59 - $1.97    $0.48 - $0.76         $2.35 - $2.45
--------------------------------------------------------------------------------
(a) Reflects restructuring costs, impairment charges and other exit costs
    including those associated with the Mac Direct exit.


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


                                #################

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

The Stanley  Works  corporate  press  releases are under  Financial  News in the
Investor   Relations   section   of  the   company's   corporate   web  site  at
www.stanleyworks.com.

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 8-K filed with the Securities  and Exchange  Commission
today. The Stanley Works corporate press releases are available on the company's
Internet web site at www.stanleyworks.com.


                                Page 5 of 7 Pages

                                                                 Exhibit 20 (ii)

                              CAUTIONARY STATEMENTS

           Under the Private Securities Litigation Reform Act of 1995

Statements in the company's  press  release  attached to this Current  Report on
Form 8-K  regarding the  company's  ability to (i) increase  sales in the second
quarter  of 2003 by 5-7% over the same  period in 2002 and in the full year 2003
by 7-8% over the level of sales in 2002 (ii)  deliver  second  quarter  2003 net
income in the range of $9-$35 million, or $.10-.40 cents per fully diluted share
and full year 2003 net income of $135-$167  million,  or  $1.59-$1.97  per fully
diluted share;  (iii) deliver  second quarter 2003 earnings  (aside from pre-tax
restructuring  costs, asset impairment charges and other exit costs ("Costs") of
$14-$49 million ($.12-.38 cents per fully diluted share)) of $42-$45 million, or
$.48-.52  cents per fully diluted share and full year 2003 earnings  (aside from
pre-tax Costs totaling $62-$97 million ($.48-.76 cents per fully diluted share))
of $200-$208 million,  or $2.35-$2.45 per fully diluted share; and (iv) generate
free cash flow in 2003 of  approximately  $220  million are forward  looking and
inherently subject to risk and uncertainty.

The  company's  ability to deliver  first  quarter and full year 2003 results as
described  above (the "Results") is based on current  expectations  and involves
inherent  risks and  uncertainties,  including  factors  listed  below and other
factors that could delay,  divert, or change any of them, and could cause actual
outcomes and results to differ materially from current expectations.

The company's  ability to deliver the Results is dependent  upon (i) the success
of the company's  initiative to increase  operating  margins to 15% and generate
benefits of  approximately  $85 million  annually and $.40 - .45 cents per share
for the calendar year 2003; (ii) the achievement of the company's  initiative to
reduce its  outstanding  shares by 9% (which in turn is dependent on the content
of FASB's "Accounting for Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equity" when issued);  (iii) the success of the company's
efforts to decentralize its operations  functions,  primarily into its Tools and
Access Solutions  business groups;  (iv) the success of the company's efforts to
reduce its workforce and close certain  facilities,  including the resolution of
any labor issues related to such activities,  the need to respond to significant
changes in product  demand  while any facility  consolidation  is in process and
other  unforeseen  events;  and (v) the  success  of the  company's  efforts  to
restructure its Mac Tools  organization in order to return it to  profitability,
including,  without  limitation,  the company's ability to liquidate certain Mac
Tools assets at a satisfactory price.

                                Page 6 of 7 Pages



The company's  ability to deliver the Results is also dependent upon the (i) the
continued  success of the company's  marketing and sales efforts,  including the
company's  ability  to recruit  and retain an  adequate  sales  force;  (ii) the
continued  success of The Home Depot and Wal-Mart  sales  initiatives as well as
other programs to stimulate  demand for company  products;  (iii) the success of
recruiting  programs and other  efforts to maintain or expand  overall Mac Tools
truck count versus prior years;  (iv) the ability of the sales force to adapt to
changes made in the sales  organization and achieve adequate customer  coverage;
(v) the ability of the company to fulfill demand for its products;  and (vi) the
absence of increased  pricing  pressures from customers and  competitors and the
ability to defend market share in the face of price competition.

The company's  ability to achieve the  objectives  discussed  above will also be
affected by external  factors.  These external  factors include pricing pressure
and other changes within  competitive  markets,  the continued  consolidation of
customers in consumer channels,  inventory management pressures on the company's
customers,  increasing  competition,  changes in trade, monetary, tax and fiscal
policies and laws,  inflation,  currency  exchange  fluctuations,  the impact of
dollar/foreign  currency exchange and interest rates on the  competitiveness  of
products and the company's  debt program,  the strength of the U.S.  Economy and
the strength of foreign  currencies,  including but not limited to the Euro, the
impact  of  events  that  cause  or  may  cause   disruption  in  the  company's
distribution  and sales networks such as the recent closure of ports on the West
Coast, war, terrorist activities, political unrest and recessionary or expansive
trends in the economies of the world in which the company operates.


                                Page 7 of 7 Pages