Exhibit 5.1













                                  September 28, 1994








          The Stanley Works
          1000 Stanley Drive
          P.O. Box 7000
          New Britain, Connecticut 06050

          Re:  The Stanley Works 401(k) Savings Plan


          Ladies and Gentlemen:

               This  firm  has acted  as  special counsel  for  The Stanley
          Works,  a  Connecticut  corporation   ("Stanley"),  and  in  that
          capacity,  we have  examined from  time to  time such  documents,
          corporate records and other instruments as we deemed necessary or
          appropriate  to allow  us  to render  the opinion  which follows.
          More  particularly, we  are  familiar with  (i) the  Registration
          Statement on  Form  S-8,  which Stanley  is  filing  to  register
          5,700,000  shares of its Common Stock, $2.50 par value per share,
          and  an indeterminate amount  of interests  in The  Stanley Works
          401(k) Saving Plan (the "Plan") under the Securities Act of 1933,
          as  amended,  and  (ii)  the  Rights  Agreement  Amendment  dated
          February 26, 1986,  as amended by the  Rights Agreement Amendment
          dated  December 16, 1987, Rights Agreement Amendment No. 2 to the
          Rights  Agreement  dated  July  20, 1990,  and  Rights  Agreement
          Amendment  No. 3, dated October  24, 1991 which  provides for the
          issuance  of  one  depositary  stock  purchase  right  (a  "Stock
          Purchase  Right")  attached to  each  share  of Stanley's  Common
          Stock.

               On the basis of our examination, we are of the opinion that,
          when issued  and sold in accordance  with the terms of  the Plan,
          the  shares  of  original issuance  Common  Stock  to which  such
          Registration  Statement relates,  will be  legally issued,  fully
          paid  and nonassessable  and that  the associated  Stock Purchase
          Rights will then be legally issued.





          The Stanley Works
          September 28, 1994
          Page 2.          



               This opinion  may be  relied upon  by Stanley in  connection
          with the above-referenced transactions but may not be relied upon
          in any  manner by any  other person  or entity without  our prior
          written consent.

               We hereby consent  to the use of this  opinion as an exhibit
          to the Registration Statement referred to above.

                                        Very truly yours,

                                        TYLER COOPER & ALCORN



                                        By Veronica M. Fallon           
                                           Veronica M. Fallon, a Partner

          /rmc