Exhibit 4.9








     AGREEMENT CONCERNING APPOINTMENT OF SUCCESSOR RIGHTS AGENT


                                                                      
     AGREEMENT, dated as of August 21, 1995, by and between The Stanley Works, a
Connecticut corporation (the "Company"), and State Street Bank and Trust Company
("State Street")  concerning the appointment of State Street as Successor Rights
Agent to Mellon Bank, N.A. ("Mellon") now serving as Rights Agent and Depository
(the "Rights Agent") under the Rights  Agreement  between the Company and Mellon
dated as of February 26, 1986, as amended (the "Rights Agreement").

     WHEREAS,  the Company and the Rights  Agent have  heretofore  executed  and
entered into the Rights Agreement;

     WHEREAS,  Mellon's  appointment as Rights Agent under the Rights  Agreement
will terminate August 20, 1995; and

     WHEREAS, Section 34 of the Rights Agreement provides for the appointment of
a successor rights agent by the Company;

     WHEREAS,  the Company  wishes to appoint  State Street as successor  rights
agent  under  the  Rights  Agreement  effective  as  of  August  21,  1995  (the
"Appointment Time") and State Street wishes to accept such appointment;

     WHEREAS,  State Street meets the qualification for a successor rights agent
set forth in Section 34 of the Rights Agreement;  and has, as of the Appointment
Time, a combined capital and surplus of at least $50,000,000; and

     WHEREAS,  the execution  and delivery of this  Agreement by the Company and
State Street have been in all respects duly  authorized by the Company and State
Street;

                                                                      
     Accordingly,  in  consideration  of the premises and the mutual  agreements
herein set forth, the parties hereby agree as follows:

     Section 1 The Company  hereby  appoints  State Street as sole and successor
Rights Agent, and State Street hereby accepts such appointment,  effective as of
the Appointment Time.

     Section 2 Effective  as of the  Appointment  Time,  all  references  in the
Rights  Agreement  (and in any Exhibit or  Amendment  thereto) to "Mellon  Bank,
N.A." shall be deemed to be references to "State Street Bank and Trust Company".

     Section 3  Effective  as of the  Appointment  Time,  the place of notice in
Section 7 of the Rights Agreement shall be deemed to be to:







       State Street Bank and Trust Company
       Corporate Stock Transfer Services
       The BFDS Building
       2 Heritage Drive
       North Quincy, MA  02171

     Section  4 The  legend on  certificates  evidencing  shares of the  Company
common stock shall be amended,  effective as of the Appointment Time, to read in
its entirety as follows:

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights  Agreement dated as of February 26, 1986, as amended,
between The Stanley  Works and State Street Bank and Trust  Company (the "Rights
Agreement" ), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the  principal  executive  offices of The  Stanley
Works. Under certain circumstances,  as set forth in the Rights Agreement,  such
Rights  will be  evidenced  by  separate  certificates  and  will no  longer  be
evidenced by this certificate. The Stanley Works will mail to the holder of this
certificate a copy of the Rights  Agreement as in effect on the date of mailing,
without  charge  promptly  after receipt of a written  request  therefor.  Under
certain  circumstances set forth in the Rights  Agreement,  Rights issued to, or
held by, any Person who is, was or becomes an Acquiring  Person or any Affiliate
or  Associates  thereof  (as such terms are  defined  in the  Rights  Agreement)
whether  currently  held by or on  behalf of such  Person  or by any  subsequent
holder, may become null and void.

     Section 5 The parties  hereto agree that,  effective as of the  Appointment
Time,  State  Street shall be vested with the same  powers,  rights,  duties and
responsibilities  as if it had been  originally  named as a Rights Agent without
further act or deed.

     Section 6 Except as may be expressly set forth herein, the Rights Agreement
shall remain in full force and effect.

     Section 7 This Agreement may be executed in several  counterparts,  each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute but one agreement.

IN WITNESS  WHEREOF,  this  Agreement has been signed by or on behalf of each of
the parties hereto as of the day and year first above written.

  ATTEST:                                     THE STANLEY WORKS
 

 By:   Brenda J. Bemben                      By: Richard Huck
 Name: Brenda J. Bemben                      Name: Richard Huck
 Title: Assistant Secretary                  Title: Vice President, Finance

 ATTEST:                                     STATE STREET BANK & TRUST COMPANY
 
 By: Joseph F. Idzal                          By: Vincent J. Quealy, Jr.
 Name: Joseph F. Idzal                        Name: Vincent J. Quealy, Jr.
 Title: Vice President                        Title: Vice President