8K Form




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):  January 2, 2004 (January 2, 2004)

THE STANLEY WORKS

(Exact name of registrant as specified in its charter)

Connecticut 1-5244 06-0548860



(State or Other Jurisdiction
of Incorporation or Organization)
(Commission
File Number)
(IRS Employer
Identification 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)





Item 5.   Other Events

                On January 2, 2004, the Company issued a press release announcing that John D. Opie was elected by the Company's Board of Directors to serve as interim Chairman until a permanent Chairman is elected.

                A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.

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

(c)   Exhibits.

Exhibit No.   Description

99.1   Press release, dated January 2, 2004, issued by The Stanley Works, announcing the election of John D. Opie to serve as interim Chairman.



SIGNATURES


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

    THE STANLEY WORKS 

     /s/ Bruce H. Beatt
       
Date: January 2, 2004  Name:  Bruce H. Beatt 
  Title:  Vice President, General
Counsel and Secretary 



EXHIBIT INDEX


Exhibit Number   Description

99.1   Press release, dated January 2, 2004, issued by The Stanley Works, announcing the election of John D. Opie to serve as interim Chairman.