UNITED STATES
                       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): November 25, 2003


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


         CONNECTICUT                    1-5224                 06-0548860
----------------------------         -----------          -------------------
(State or other jurisdiction         (Commission          (IRS Employer
of incorporation)                    File Number)         Identification No.)


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


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


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














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Item 7.   Financial Statements and Exhibits.

         (a) Not applicable.

         (b) Not applicable.

         (c) The following exhibit is filed as a part of this report:

             Exhibit 99(1) Notice to Directors and Executive Officers of
                           The Stanley Works Regarding Blackout Period

Item 11.  Temporary Suspension of Trading Under Registrant's Employee Benefit
          Plans.

     On November 21, 2003 the  Registrant  received  notice  pursuant to Section
101(i)(2)(E) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")  that the  recordkeeper  of the Stanley  Account  Value Plan (the "AVP
Plan") and the Stanley Supplemental Account Value Plan (the "Supplemental Plan")
will be changing from Hewitt Associates to CitiStreet. As a result of the change
in  recordkeeper,  participants  in the  AVP  Plan  and  the  Supplemental  Plan
temporarily  will be unable to elect to enroll  in the  plans,  to change  their
contribution  percentages,  to change their investment elections,  or to request
loans,  withdrawals or distributions.  The blackout period for residential loans
and  hardship  withdrawal  requests  will  begin at 4:00  p.m.  Eastern  Time on
December 30, 2003 and will end during the week of January 18, 2004. The blackout
period  for all other  loans and  withdrawals,  and all  distribution  requests,
investment transfers and reallocations, and enrollments and contribution changes
will begin on January 2, 2004 at 4:00 p.m.  Eastern Time and will end during the
week of January 18, 2004.

     As required by Section  306 of the  Sarbanes-Oxley  Act of 2002 and Section
245.104 of the  regulations  of the  Securities  and  Exchange  Commission,  and
concurrent with the filing of this Form 8-K, the Registrant transmitted a notice
describing the blackout period to its directors and executive officers. The form
of notice is furnished as an exhibit to this Form 8-K.

     During the  blackout  period and for a period of two years after the ending
date of the blackout  period, a  securityholder  or other interested  person may
obtain,  without  charge,  the  actual  beginning  date and  ending  date of the
blackout period by contacting Bruce Beatt,  Vice President,  General Counsel and
Secretary,  The Stanley Works, 1000 Stanley Drive, New Britain,  CT 06053, (860)
827-3822.









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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: November 25, 2003                  THE STANLEY WORKS



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












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                                                                   Exhibit 99(1)


                                     NOTICE


To:         Directors and Executive Officers of The Stanley Works

From:       Bruce Beatt

Date:       November 25, 2003

Re:         Notice of Blackout Period Required by the Sarbanes-Oxley
            Act of 2002


     The purpose of this notice is to inform you of an upcoming  blackout period
that will occur in connection  with a planned change in the  recordkeeper of the
Stanley Account Value Plan (the "AVP Plan") and the Stanley Supplemental Account
Value Plan (the  "Supplemental  Plan").  The Sarbanes-Oxley Act of 2002 requires
that notice of the blackout period be provided to you.

Background

     The recordkeeper of the AVP Plan and the Supplemental Plan will be changing
from Hewitt Associates to CitiStreet. As a result of the change in recordkeeper,
participants  in the AVP  Plan and the  Supplemental  Plan  temporarily  will be
unable  to  elect  to  enroll  in  the  plans,  to  change  their   contribution
percentages,  to  change  their  investment  elections,  or  to  request  loans,
withdrawals or distributions. Therefore, during this period of time, the ability
of participants in the AVP Plan and the Supplemental  Plan to purchase,  sell or
otherwise  acquire or transfer an interest in any shares of common  stock of The
Stanley Works held in their plan accounts will be restricted. The period of time
during  which  participants  in the AVP Plan and the  Supplemental  Plan will be
subject to these restrictions is called the "Blackout Period".

The Length of the Blackout Period

     The Blackout Period for residential loans and hardship  withdrawal requests
under the AVP Plan will begin at 4:00 p.m. Eastern Time on December 30, 2003 and
will end during the week of January 18, 2004. The Blackout  Period for all other
loans and withdrawals,  and all distribution requests,  investment transfers and
reallocations,  and enrollments and contribution  changes under the AVP Plan and
the  Supplemental  Plan will begin on January 2, 2004 at 4:00 p.m.  Eastern Time
and will end during the week of January 18, 2004.


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Blackout Period Restrictions

     Under  Section  306(a) of the  Sarbanes-Oxley  Act of 2002,  directors  and
executive  officers of The Stanley  Works are  prohibited  from  engaging in any
"Transaction"  involving  any "Equity  Security" of The Stanley Works during the
Blackout Period.

          A  Transaction  includes  the  direct  or  indirect  purchase,   sale,
          acquisition or transfer of any Equity Security of The Stanley Works by
          a director or executive  officer if he or she acquires or acquired the
          Equity  Security in connection with his or her performance of services
          for, or employment  with, The Stanley Works as a director or executive
          officer.

          An Equity Security  includes any shares of common stock of The Stanley
          Works,  and any  options or other  rights to acquire  shares of common
          stock of The Stanley Works.

     Because you are a director or executive  officer of The Stanley Works,  you
are prohibited from engaging in any Transaction  involving an Equity Security of
The  Stanley  Works  during  the  Blackout  Period,  other than  certain  exempt
transactions  which are  permitted  by the  regulations  of the  Securities  and
Exchange  Commission.  Exempt transactions  include, but are not limited to, the
purchase of securities  pursuant to an automatic  dividend  reinvestment plan or
the  acquisition  or  disposition  of securities in accordance  with a bona fide
gift. If you wish to undertake any  transaction  involving an Equity Security of
The Stanley Works during the Blackout Period,  please contact Bruce Beatt,  Vice
President, General Counsel and Secretary, The Stanley Works, 1000 Stanley Drive,
New Britain, CT 06053, (860) 827-3822 before undertaking the transaction.

Additional Information

     During  the week of January  18,  2004,  you may  obtain,  without  charge,
information  as to whether the  Blackout  Period has ended by  contacting  Bruce
Beatt,  Vice President,  General Counsel and Secretary,  The Stanley Works, 1000
Stanley Drive, New Britain,  CT 06053, (860) 827-3822.  In addition,  should you
have any other inquiries about the Blackout Period, please contact Mr. Beatt.





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