UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                                               
                                     Form 10-K/A
                                   ANNUAL REPORT

        (Mark One)
          X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

        For the fiscal year ended January 1, 1994

             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
        For the transition period from                     to              
        Commission file 1-5224
                                 The Stanley Works
               (Exact name of registrant as specified in its charter)

                      CONNECTICUT                        06-0548860
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)           Identification Number)
                  1000 Stanley Drive
               New Britain, Connecticut                     06053
        (Address of principal executive offices)         (Zip Code)

                                   (203) 225-5111
                          (Registrant's telephone number)
            Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
                Title of each class                  on which registered

         Common Stock--Par Value $2.50 Per Share   New York Stock Exchange
                                                   Pacific Stock Exchange

         9% Notes due 1998
         7 3/8% Notes Due December 15, 2002

         Securities registered pursuant to Section 12(g) of the Act:  None

       Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months and (2) has been subject to such
     filing requirements for the past 90 days.

                        Yes  X                  No     

       Indicate by check mark if disclosure of delinquent filers pursuant to
     Item 405 of Regulation S-K is not contained herein, and will not be
     contained, to the best of registrant's knowledge, in definitive proxy or
     information statements incorporated by reference in Part III of this Form
     10-K or any amendment to this Form 10-K [ ].

       The aggregate market value of Common Stock, Par Value $2.50 Per Share,
     held by non-affiliates (based upon the closing sale price on the New York
     Stock Exchange) on March 28, 1994 was approximately $1.75 billion.
     As of March 28, 1994, there were 44,848,818 shares of Common Stock, Par
     Value $2.50 Per Share, outstanding.



     DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the Annual Report to shareholders for the year ended January
     1, 1994 are incorporated by reference into Parts I and II.

       Portions of the definitive Proxy Statement dated March 9, 1994, filed
     with the Commission pursuant to Regulation 14A, are incorporated by
     reference into Part III. 





                                   SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) 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


                                        By  Theresa F. Prime                  
                                        Theresa F. Prime, Vice President  
                                        and Controller (Chief Accounting 
                                        Officer)

      August 25, 1994         






                                        SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                                            THE STANLEY WORKS AND SUBSIDIARIES
                             Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991                              
                                               (In Millions of Dollars)


               COL. A                  COL. B        COL. C        COL. D        COL. E        COL. F                               
                                    Balance at    Additions at                  Other Changes  Balance   
                                  Beginning of      Cost                        Add(Deduct)     at End of
          CLASSIFICATION            Period           (2)          Retirements    Describe(1)     Period

  Fiscal year ended January 1, 1994:

                                                                                 
     Land                           $       30.7  $        2.7  $       (0.7) $       (0.3) $       32.4 
     Buildings                             229.5          17.2          (3.9)         (3.1)        239.7
     Machinery and equipment               828.6          57.6         (33.2)         (6.1)        846.9
                                    ---------------------------------------------------------------------
                                    $    1,088.8  $       77.5  $      (37.8) $       (9.5) $    1,119.0
                                    =====================================================================
        
  Fiscal year ended January 2, 1993:

     Land                           $       30.1  $        2.3  $       (1.2) $       (0.5) $       30.7   
     Buildings                             217.8          17.8          (2.9)         (3.2)        229.5
     Machinery and equipment               797.6          70.4         (20.0)        (19.4)        828.6
                                    ---------------------------------------------------------------------
                                    $    1,045.5  $       90.5  $      (24.1) $      (23.1) $    1,088.8
                                    ====================================================================

  Fiscal year ended December 28, 1991:

     Land                           $       23.5  $        7.2  $       (0.6) $        0.0  $       30.1 
     Buildings                             203.4          16.2          (2.9)          1.1         217.8    
     Machinery and equipment               752.5          68.7         (22.7)         (0.9)        797.6      
                                     --------------------------------------------------------------------
                                    $      979.4  $       92.1  $      (26.2) $        0.2  $    1,045.5  
                                    =====================================================================
<FN>
  Note:  (1)  Foreign currency translation adjustments and reclassifications between categories.         
         (2)  Additions in 1993, 1992 and 1991 include $8.8, $25.0, and $28.7 respectively,
              related to acquisitions described in Note B to the consolidated financial statements.
              Other additions for the years shown consist principally of expenditures for productivity
              improvements and expansion for production facilities.                               

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