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): February 9, 2004
                                                 -----------------------------


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


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



1000 Stanley Drive, New Britain, Connecticut            06053
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(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 4
                                Page 1 of 6 Pages







Item 5.    Other Events.

           The Stanley Works has named Donald R. McIlnay President, Tools
           Group and announced the resignation of Joseph J. DeAngelo.


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

   (c)     Exhibits.

           Exhibit No.   Description

             99.1        Press release, dated February 9, 2004 issued by The
                         Stanley Works, announcing the naming of Donald R.
                         McIlnay as President, Tools Group and the resignation
                         of Joseph J. DeAngelo.










                                Page 2 of 6 Pages





                                    SIGNATURE




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.



                           THE STANLEY WORKS



Date: February 9, 2004     By:     /s/ Bruce H. Beatt
      ----------------     ---------------------------------
                           Name:   Bruce H. Beatt
                           Title:  Vice President, General
                                   Counsel and Secretary

















                                Page 3 of 6 Pages



                                  EXHIBIT INDEX
                           Current Report on Form 8-K
                             Dated February 9, 2004



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

                                 99.1          5

























                                Page 4 of 6 Pages







                                                                  Exhibit 99.1


                  FOR IMMEDIATE RELEASE


STANLEY WORKS NAMES DONALD R. McILNAY PRESIDENT, TOOLS GROUP

Joseph J. DeAngelo Resigns; Accepts Key Management Position With The Home Depot

New Britain,  Connecticut,  February 9, 2004 ... The Stanley  Works (NYSE:  SWK)
announced  today that Donald R.  McIlnay,  53, has been named  President - Tools
Group. Mr. McIlnay, who joined the company in 1999, succeeds Joseph J. DeAngelo,
who  announced his  resignation  to accept a position with The Home Depot (NYSE:
HD), based in Atlanta.

Mr. McIlnay's  appointment and Mr. DeAngelo's  resignation are effective Friday,
April 2, 2004. This will provide sufficient time to ensure a smooth transition.

Mr. McIlnay was most recently  President of Stanley Door Systems, a $320 million
business. From 1999 through mid 2003 Don led the company's $1.2 billion consumer
sales channel as President,  Consumer Sales  Americas.  Under his leadership the
company achieved major successes with its largest customers  through  successful
category management  initiatives,  near-neighbor market opportunities,  improved
in-store service and more aggressive programs at the point-of-sale.

John D. Opie,  Interim  Chairman,  commented:  "Don  McIlnay is an industry  and
channel  veteran.  For almost thirty years he has demonstrated a track record of
success.  His broad  business and operating  management  experience  make him an
ideal choice to lead our Tools Group through an expected period of growth."

                               Page 5 of 6 Pages




Prior to joining  Stanley in 1999,  Mr.  McIlnay  was  President  and CEO of The
Gibson-Homans  Company,  following an 18-year career with Newell-Rubbermaid that
included tenures as president of four different  divisions.  A proven leader, he
has  consistently  demonstrated  the  ability  to lead and  energize  sales  and
operating teams to new levels.  He holds BA - Marketing and MBA degrees from the
University  of Wisconsin - Whitewater.  Mr.  McIlnay will maintain his office at
Stanley's New Britain, CT headquarters of the Tools Group.

Mr.  DeAngelo will be named Senior Vice President - Pro Business And Tool Rental
at The Home Depot.  He joined  Stanley in March 2003  following a 17-year career
with General Electric Company. Mr. Opie added: "We are extremely grateful to Joe
for  his  many  contributions  to  Stanley  during  the  past  year.  Under  his
leadership,  our  Tools  business  has  achieved  growth  and  record  levels of
profitability. We wish him well in his new assignment with The Home Depot."

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

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


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






                                Page 6 of 6 Pages