File No. _____________


                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM U-3A-2

        Statement by Holding Company Claiming Exemption under Rule U-3A-2
      From the Provisions of the Public Utility Holding Company Act of 1935

                     To Be Filed Annually Prior to March 1



                              THE STANLEY WORKS



hereby files with the  Securities and Exchange  Commission,  pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public  Utility   Holding  Company  Act  of  1935,  and  submits  the  following
information:


     1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign  utility  company in which  claimant  directly  or  indirectly  holds an
interest.

The Stanley Works ("Stanley" or the "Company") is a Connecticut corporation with
its principal place of business at 1000 Stanley Drive, New Britain,  Connecticut
06053. A list of its subsidiary  companies is attached  hereto and identified as
Attachment 1. A description  of the nature of Stanley's  businesses  and that of
its  subsidiaries,  except for The Farmington River Power Company  ("FRPC"),  is
attached  hereto and  identified  as Attachment 2. The business of FRPC involves
the  generation,  sale and  distribution  of  electricity  within  the  State of
Connecticut.


     2. A brief  description  of the  properties  of  claimant  and  each of its
subsidiary public utility companies used for the generation,  transmission,  and
distribution of electric  energy for sale, or for the production,  transmission,
and  distribution  of natural or  manufactured  gas,  indicating the location of
principal  generating  plants,   transmissions  lines,   producing  fields,  gas
manufacturing  plants, and electric and gas distribution  facilities,  including
all such  properties  which  are  outside  the State in which  claimant  and its
subsidiaries  are organized and all  transmission  or pipelines which deliver or
receive electric energy or gas at the borders of such State.

Stanley owns no properties  used for the purposes  listed above either within or
without the State of Connecticut.

FRPC owns and operates  the Rainbow Dam  Hydroelectric  Facility  located on the
Farmington River in Windsor, Connecticut. The hydroelectric facility consists of
the Rainbow Dam, a power house with an 8 megawatt generating capacity, switching
and  transformer  equipment,  flow and flood  rights  and  various  storage  and
outbuildings  all  located  in  Windsor,  Connecticut.  In  addition  FRPC  owns
transmission  line rights of way, running for  approximately 22 miles within the
State of Connecticut from the Rainbow Dam facility to New Britain,  Connecticut.
FRPC also owns a substation  and various  distribution  lines all located within
New Britain, Connecticut.



FRPC does not own any property located outside the State of Connecticut and does
not own any  property  located on or in proximity to the borders of the State of
Connecticut.


     3. The  following  information  for the last  calendar year with respect to
claimant and each of its subsidiary public utility companies:

     (a) Number of kwh. of electric  energy sold (at retail or  wholesale),  and
Mcf. of natural or manufactured gas distributed at retail.
Stanley - None.

FRPC sold 42,831,600 kwh. of electric energy during 2003.


     (b) Number of kwh. of electric  energy and Mcf. of natural or  manufactured
gas  distributed  at retail  outside  the State in which  each such  company  is
organized. Stanley - None.

FRPC - None.


     (c) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is organized,
or at the State line.

Stanley - None.

FRPC - None.


     (d) Number of kwh. of electric  energy and Mcf. of natural or  manufactured
gas  purchased  outside the State in which each such  company is organized or at
the State line.

Stanley - None.

FRPC - None.





     4. The  following  information  for the  reporting  period with  respect to
claimant  and each  interest  it holds  directly  or  indirectly  in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:

     (a) Name, location, business address and description of the facilities used
by the EWG or foreign  utility  company  for the  generation,  transmission  and
distribution  of electric  energy for sale or for the  distribution at retail of
natural or manufactured gas.

     Not Applicable


     (b) Name of each  system  company  that  holds an  interest  in such EWG or
foreign utility company; and description of the interest held.

     Not Applicable


     (c) Type and amount of capital  invested,  directly or  indirectly,  by the
holding  company  claiming  exemption;  any direct or indirect  guarantee of the
security of the EWG or foreign utility  company by the holding company  claiming
exemption;  and any  debt or  other  financial  obligation  for  which  there is
recourse,  directly or indirectly,  to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.

     Not Applicable


     (d)  Capitalization  and  earnings  of the EWG or foreign  utility  company
during the reporting period.

     Not Applicable


     (e) Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the services to be
rendered or goods sold and fees or revenues under such agreement(s).

     Not Applicable





The  above-named  claimant has caused this  statement to be duly executed on its
behalf by its authorized officer on this 27th day of February, 2004.

                                  The Stanley Works


                                   By: /s/ Kathryn Partridge
                                   -------------------------------------------
                                   Kathryn Partridge
                                   Assistant General Counsel
                                   and Assistant Secretary


                                   CORPORATE SEAL

Attest:

 /s/ Bruce H. Beatt
--------------------------
Bruce H. Beatt
Vice President, General
Counsel and Secretary


Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:


Kathryn Partridge, Assistant General Counsel and Assistant Secretary
--------------------------------------------------------------------------------
(Name) (Title)

1000 Stanley Drive, New Britain, CT 06053
--------------------------------------------------------------------------------
(Address)







                                    EXHIBIT A


                       The Stanley Works and Subsidiaries
                     Consolidating Statements of Operations
                   For the fiscal year ended January 3, 2004
                        (Unaudited, Thousands of Dollars)



                                                     
                               Farmington                     Consolidated
                               River Power     All Other        Stanley
                                 Company     Subsidiaries        Works
                               -----------   ------------     ------------
Net Sales                        $   -        $2,678,134       $2,678,134

Costs and Expenses:
  Cost of Sales                    (86)        1,785,390        1,785,304
  Selling, General and
    Administrative                   -           637,831          637,831
  Interest, Net                      -            28,300           28,300
  Other, Net                        69            40,367           40,436
  Restructuring Charges and
    Asset Impairments                -            53,218           53,218
                                 -----       -----------       ----------
                                   (17)        2,545,106        2,545,089
                                 -----       -----------       ----------

Earnings from Continuing
  Operations Before Income Taxes    17           133,028          133,045
Income Taxes                         5            36,262           36,267
                                 -----       -----------       ----------
Net Earnings from Continuing
  Operations                        12            96,766           96,778
Net Earnings from Discontinued
  Operations                         -            11,171           11,171
                                 -----       -----------       ----------
Net Earnings                     $  12       $   107,937       $  107,949
                                 =====       ===========       ==========






                       The Stanley Works and Subsidiaries
                          Consolidating Balance Sheet
                                 January 3, 2004
                        (Unaudited, Thousands of Dollars)


                                                       
                            Farmington                             Consolidated
                            River Power   All Other                  Stanley
                             Company    Subsidiaries  Eliminations    Works
                            ----------- ------------  ------------ ------------
ASSETS
Current Assets
  Cash and Cash Equivalents   $    -     $  204,403      $     -    $  204,403
  Accounts and Notes Receivable    -        482,446            -       482,446
  Inventories                      -        377,125            -       377,125
  Deferred Taxes                   -         23,551            -        23,551
  Prepaid Expense and Other
    Current Assets                 -         75,237            -        75,237
  Assets Held for Sale             -         37,895            -        37,895
                              ------     ----------      -------    ----------
Total Current Assets               -      1,200,657            -     1,200,657
                              ------     ----------      -------    ----------
Property, Plant and
  Equipment                    1,858        411,433            -       413,291
Goodwill and Other
  Intangible Assets                -        643,291            -       643,291
Other Assets                       -        171,409       (4,870)      166,539
                              ------     ----------      -------    ----------
Total Assets                  $1,858     $2,426,790      $(4,870)   $2,423,778
                              ======     ==========      ========   ==========

LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
  Current Maturities of
    Long-term Debt            $    -     $  157,678      $     -   $  157,678
  Accounts Payable                71        240,117            -      240,188
  Accrued Expenses             1,170        325,228            -      326,398
  Liabilities Held for Sale        -         29,199            -       29,199
                              ------     ----------      -------   ----------
Total Current Liabilities      1,241        752,222            -      753,463
                              ------     ----------      -------   ----------
Long-term Debt                     -        534,452            -      534,452
Deferred Taxes                  (420)        82,022            -       81,602
Other Liabilities                  -        195,819            -      195,819
                              ------     ----------      -------   ----------
Total Liabilities                821      1,564,515            -    1,565,336
                              ------     ----------      -------   ----------
Shareowners' Equity
  Preferred Stock                  -              -            -            -
  Common Stock                   150        237,554         (150)     237,554
  Retained Earnings              337      1,201,748            -    1,202,085
  Accumulated Other
    Comprehensive Loss             -        (84,281)           -      (84,281)
  ESOP Debt                        -       (173,827)           -     (173,827)
  Affiliate Investment           550          4,170       (4,720)           -
                              ------     ----------      -------   ----------
                               1,037      1,185,364       (4,870)   1,181,531
Less: Cost of Common
  Stock in Treasury                -       (323,089)           -     (323,089)
                              ------     ----------      -------   ----------
Total Shareowners' Equity      1,037        862,275       (4,870)     858,442
                              ------     ----------      -------   ----------
Total Liabilities and
  Shareowners' Equity         $1,858     $2,426,790      $(4,870)  $2,423,778
                              ======     ==========      =======   ==========





                                    EXHIBIT B


     Not Applicable






                                    EXHIBIT C


    Not Applicable










                                  ATTACHMENT 1

(The following is a list of all active subsidiaries of The Stanley Works. All
subsidiaries, except those marked with an asterisk, are included in the
Consolidated Financial Statements of The Stanley Works.)

                                                      JURISDICTION OF
                                                      INCORPORATION/
CORPORATE NAME                                        ORGANIZATION
--------------                                        ---------------

Domestic Subsidiaries
---------------------
BAI, INC.                                             U.S.A. (Indiana)
China Sourcing, L.L.C.                                U.S.A. (Delaware)
Contact East, Inc.                                    U.S.A. (Massachusetts)
JennCo1, Inc.                                         U.S.A. (Delaware)
JennCo2, Inc.                                         U.S.A. (Delaware)
Stanley Atlantic, Inc.                                U.S.A. (Delaware)
Stanley-Bostitch Holding Corporation                  U.S.A. (Delaware)
Stanley Canada Holdings, L.L.C.                       U.S.A. (Delaware)
Stanley European Holdings, L.L.C.                     U.S.A. (Delaware)
Stanley Fastening Systems, LP                         U.S.A. (Delaware)
Stanley Funding Corporation*                          U.S.A. (Delaware)
Stanley Housing Fund, Inc.                            U.S.A. (Delaware)
Stanley International Holdings, Inc.                  U.S.A. (Delaware)
Stanley Israel Investments, Inc.                      U.S.A. (Delaware)
Stanley Logistics, Inc.                               U.S.A. (Delaware)
Stanley Pacific Inc.                                  U.S.A. (Delaware)
Stanley Receivables Corporation*                      U.S.A. (Delaware)
Stanley Security Solutions, Inc.                      U.S.A. (Indiana)
The Farmington River Power Company                    U.S.A. (Connecticut)
ZAG USA, Inc.                                         U.S.A. (Delaware)

International Subsidiaries
--------------------------
A.M.T.Y. Vermogensverwoltan G.m.b.H. Island of Nevis Beijing Daxing
Stanley-Bostitch
  Metal Industries Co., Ltd.                          China
Best Access Systems Co. /
  Les Systemes D'Access Best Cie                      Canada (Nova Scotia)
Best Access Systems Limited                           Hong Kong
Best Systems Corporation Pte. Ltd.                    Singapore
Charge Industries, Inc.                               Canada (Nova Scotia)
Chiro Tools Holdings B.V.                             Netherlands
Design & Shoot Ltd.                                   Israel
F.I.P.A. Due S.r.l.                                   Italy
Friess G.m.b.H.                                       Germany
Herramientas Stanley S.A. de C.V.                     Mexico
International Staple & Machine Co. Belgium N.V.       Belgium
Mac Tools Canada Inc.                                 Canada (Ontario)
Mosley-Stone Limited                                  United Kingdom
R.G.T.I. Ltd.                                         Island of Nevis
S.A. Stanley Works (Belgium) N.V.                     Belgium
Stanley Bostitch G.m.b.H.                             Germany
Stanley-Bostitch, S.A. de C.V.                        Mexico
Stanley Canada Corporation                            Canada (Nova Scotia)
Stanley Chiro International Ltd.                      Taiwan
Societe Civile Immobiliere WAT                        France
Stanley CLP1                                          Canada (Alberta)
Stanley CLP2                                          Canada (Alberta)



                                                      JURISDICTION OF
                                                      INCORPORATION/
CORPORATE NAME                                        ORGANIZATION
--------------                                        ---------------

Stanley de Chihuahua S. de R.L. de C.V.               Mexico
Stanley do Brasil Ltda.                               Brazil
Stanley Doors France, S.A.S.                          France
Stanley Europe B.V.B.A.                               Belgium
Stanley European Holdings B.V.                        Netherlands
Stanley European Holdings II B.V.                     Netherlands
Stanley Fastening Systems Poland (SP.z.o.o.)          Poland
Stanley Finance Hungary Group Financing
  Limited Liability Company                           Hungary
Stanley Foreign Sales Corporation                     Virgin Islands
Stanley France Services, SAS                          France
Stanley France, S.A.S.                                France
Stanley Iberia S.L.                                   Spain
Stanley Israel Investments B.V.                       Netherlands
Stanley Italia S.r.l.                                 Italy
Stanley Nordic ApS                                    Denmark
Stanley Sales and Marketing Poland Sp.z.o.o.          Poland
Stanley Svenskas Aktiebolag                           Sweden
Stanley (Tianjin) International Trading Co. Ltd.      China
Stanley Tools (N.Z.) Ltd.                             New Zealand
Stanley Tools France, S.A.S.                          France
Stanley Tools S.r.l.                                  Italy
Stanley U.K. Holding Ltd.                             United Kingdom
Stanley UK Limited                                    United Kingdom
Stanley UK Sales Limited                              United Kingdom
Stanley UK Services Limited                           United Kingdom
Stanley Works Asia Pacific Pte. Ltd.                  Singapore
Stanley Works China Investments Limited               British Virgin Islands
Stanley Works (Europe) AG                             Switzerland
Stanley Works Holdings B.V.                           Netherlands
Stanley Works (India) Private Limited                 India
Stanley Works Limited (Thailand)                      Thailand
Stanley Works (Malaysia) Sdn Bhd                      Malaysia
Stanley Works (Nederland) B.V.                        Netherlands
Stanley (Zhongshan) Hardware Co., Ltd.                China
Suomen Stanley OY                                     Finland
T.S.W. Israel Investments Ltd.                        Israel
The Stanley Works (Bermuda) Ltd.                      Bermuda
The Stanley Works C.V.                                Netherlands
The Stanley Works Japan K.K.                          Japan
The Stanley Works Limited                             United Kingdom
The Stanley Works Pty. Ltd.                           Australia
The Stanley Works Sales (Philippines), Inc.           Philippines
The Stanley Works (Shanghai) Co., Ltd.                China
The Stanley Works (Zhongshan) Tool Co., Ltd.          China
Tona a.s. Pecky                                       Czech Republic
ZAG Industries Ltd.                                   Israel
ZAG Israel Marketing Ltd.                             Israel
ZAG Latin America Ltd.                                Brazil
ZAG Operation (Assets) Ltd.                           Israel
ZAG U.K. Limited                                      United Kingdom



                                  ATTACHMENT 2

Narrative Description of the Business
-------------------------------------

The Stanley Works  ("Stanley" or the "Company") was founded in 1843 by Frederick
T. Stanley and  incorporated in 1852.  Stanley is a worldwide  producer of tools
and door products for professional, industrial and consumer use. Stanley(R) is a
brand recognized around the world for quality and value.

In 2003, Stanley had net sales of $2.7 billion and employed approximately 13,500
people worldwide.  The Company's  principal  executive office is located at 1000
Stanley Drive, New Britain,  Connecticut 06053 and its telephone number is (860)
225-5111.

The Company's  operations are classified into two business  segments:  Tools and
Doors.

Tools
-----
The Tools segment manufactures and markets carpenters,  mechanics, pneumatic and
hydraulic  tools as well as tool sets.  These products are sold to customers and
distributed  directly to retailers  (including  home  centers,  mass  merchants,
hardware  stores,  and  retail  lumber  yards) as well as  through  third  party
distributors. Carpenters tools include hand tools such as measuring instruments,
planes, hammers, knives and blades,  screwdrivers,  saws, chisels, boring tools,
masonry,  tile and drywall tools,  as well as electronic  stud sensors,  levels,
alignment  tools and  elevation  measuring  systems.  The  Company  markets  its
carpenters  tools under the Stanley(R),  FatMax(R),  MaxGrip(TM),  Powerlock(R),
IntelliTools(TM), Dynagrip(R), and Goldblatt(R) brands.

Mechanics tools include  consumer,  industrial and  professional  mechanics hand
tools, including wrenches,  sockets, electronic diagnostic tools, tool boxes and
high-density  industrial  storage and  retrieval  systems.  Mechanics  tools are
marketed under the Stanley(R), Proto(R), Mac(R), Husky(R), Jensen(R), Vidmar(R),
ZAG(R) and Blackhawk(TM) by Proto (R) brands.

Pneumatic tools include  Bostitch(R)  fastening  tools and fasteners  (nails and
staples)  used  for   construction,   remodeling,   furniture   making,   pallet
manufacturing  and  consumer  use and  pneumatic  air tools  marketed  under the
Stanley(R)  brand  (these  are  high  performance,   precision  assembly  tools,
controllers  and systems  for  tightening  threaded  fasteners  used  chiefly by
vehicle manufacturers).

Hydraulic   tools  include   Stanley(R)   hand-held   hydraulic  tools  used  by
contractors,  utilities,  railroads  and  public  works  as well as  LaBounty(R)
mounted  demolition  hammers  and  compactors  designed  to work  on skid  steer
loaders, mini-excavators, backhoes and large excavators.

Doors
-----
The Doors segment  manufactures  and markets  commercial and automatic doors, as
well as closet doors and systems,  home decor, door locking systems,  commercial
and consumer  hardware,  security access control systems and patient  monitoring
devices.  Products in the Doors segment include mirrored closet doors and closet
organizing  systems,  automatic doors as well as related door hardware  products
ranging from hinges,  hasps,  bolts and latches to shelf brackets and lock sets.
Door    products   are   marketed    under   the    Stanley(R),    Magic-Door(R)
Stanley-Acmetrack(TM), Monarch(TM), Acme(R), WanderGuard(R) , StanVision(TM) and
BEST(R)  brands  and are sold  directly  to end users and  retailers  as well as
through third party distributors.