FOR IMMEDIATE RELEASE                                        January 31, 1996


STANLEY REPORTS 1995 SALES AND EARNINGS

     New Britain,  Connecticut  (NYSE:SWK)..."The  Stanley Works achieved record
sales of $2.6 billion in 1995, which  represented a 4.5% increase over the prior
year", reported Richard H. Ayers, Chairman and Chief Executive Officer.

     Mr. Ayers stated, "We are particularly  pleased that these sales gains were
achieved despite weakening economic conditions in many of our markets."

Net  earnings  for 1995  were  reported  at $59  million,  or $1.33  per  share,
reflecting charges for restructuring and other non-recurring  activities related
to the company's  previously  announced  initiative  to realign and  restructure
operations.  These charges  totaled $1.57 per share for the year including $1.44
per share of  restructuring  and asset  write-offs and $.13 per share of related
charges.  Excluding the effects of these  charges,  net earnings on a normalized
basis were $129  million,  or $2.90 per share,  compared with $2.80 per share in
the prior year.

Mr. Ayers commented,  "While it is not easy or pleasant to report that there is,
indeed, a high cost associated with taking bold steps toward reorganization,  we
were pleased with our core business  results for 1995.  More  important,  we are
excited about the future as each of our businesses implements the plans required
to  achieve  its full  potential.  These  plans  will  result in more  efficient
operations  and a cost  structure  that is more  focused on  generating  strong,
sustainable  growth in sales and  profits for The  Stanley  Works and  increased
value for our shareholders."

Fourth quarter net sales of $670 million increased 1% over a particularly strong
quarter  in the prior  year.  A gain of 2% from  price  increases  was offset by
volume  declines of 1% that were  associated  with growing  weakness in European
markets,  continued  weakness in other  international  markets,  and  flattening
demand in the U.S.

Net earnings for the quarter were $.6 million,  or $.01 per share,  and included
restructuring  charges  of $23  million  and asset  write-offs  of $21  million,
totaling  $44  million,  or $.73 per  share,  along with  related  non-recurring
charges of $7 million,  or $.09 per share.  Excluding these charges,  normalized
earnings  were $37  million,  or $.83 per  share,  up 9% from the $.76 per share
reported in the fourth quarter last year.

                                   -- more --



(page 2)

Included in the $44 million  charge  were:  severance  costs  associated  with a
workforce  reduction  of  approximately  350  employees;   a  comprehensive  SKU
reduction program; costs associated with exiting several small manufacturing and
administrative facilities;  asset write-offs for goodwill and other intangibles;
and asset write-offs for underutilized  manufacturing  equipment. The $7 million
charge  reflected  consulting  expenses and costs  related to a more  aggressive
program for reducing inventories.

Gross margins reported in the fourth quarter were 31.3% compared with 32.9% last
year  and  reflected  charges  related  to the  previously  mentioned  inventory
reduction program and integration charges at our Mechanics Tools subsidiary.

Operating  expense ratios in the fourth quarter improved to 22.1% from 22.3 % in
the  prior  year,  reflecting  savings  from  recent  workforce  reductions  and
increased costs associated with restructuring-related  consulting.  Interest-net
expense of 1.1% of sales was  comparable  to the prior year  quarter.  Other-net
expense of $1.6 million  reflected  lower charges  associated with the writedown
and  sale  of  equipment,   primarily  for  the  Mechanics  Tools  manufacturing
integration, and lower environmental remediation expense.

Tax expense of $8 million for the quarter  reflected  the  non-deductibility  of
certain costs resulting from the restructuring activity.  Excluding these items,
the effective tax rate for the quarter was approximately  38.0%,  slightly lower
than the 38.6% in the prior year.

Net sales for the Tools  segment in the  fourth  quarter  increased  1% over the
prior year as a 1% volume  decline was offset by a 2% gain due to  pricing.  The
volume decline resulted primarily from weak  international  sales. For the first
time this year,  European  businesses  experienced  lower  volume,  while  other
markets continued to reflect weak economic conditions.  In addition,  volume was
affected  by  flattening  demand  in the  U.S.  Operating  profit  margins  on a
normalized  basis,  after  excluding  the effects of  restructuring  and related
non-recurring  charges of $39  million,  were 12.2%  versus  11.1% for the prior
year.

Net sales for the Hardware  segment in the fourth quarter  increased 2% over the
prior year as a 3% price  increase  and a 1%  increase  due to foreign  currency
translation  were offset by a 2%  reduction  in volume.  Sales in the U.S.  were
virtually  flat,  while  volume  declined in the  European  home decor  markets.
Excluding charges of $8 million for restructuring and non-recurring activities,
operating  profit margins,  on a normalized  basis,  improved to 8.2% from 7.8%,
primarily the result of improved operations in our Acmetrack business in France.

Net sales for the Specialty  Hardware  segment in the fourth  quarter were up 3%
over the prior year with volume,  principally in the U.S.,  contributing 1%, and
recent acquisitions adding 2%. Normalized operating profit margins, excluding $1
million of restructuring  and related charges,  were 6.2% compared with 10.0% in
the prior year,  reflecting a profitability decline that resulted primarily from
increased promotional support in the entry door business.

                                     -more-




(page 3)


Geographically, net sales for the U.S. in the fourth quarter increased 3%, price
increases  contributed 2% and volume contributed 1%. Normalized operating profit
margins were consistent with the prior year at 12.4%.  European markets suffered
a decline in the fourth  quarter in contrast to the strength  experienced in the
first nine months. Overall, net sales increased 5%, including a 2% increase from
price, a 2% increase from recent  acquisitions,  a 3% decline in volume and a 4%
increase due to currency  translation.  Improvements  in the  operations  of our
French  Acmetrack  business were primarily  responsible  for the  improvement of
operating margins to 8.9% on a normalized basis from 6.9% in the prior year. Net
sales in Other Areas continued to reflect sluggish markets in Canada,  Australia
and Mexico  where a 14%  decline in net sales  resulted  from a 10%  decrease in
volume,  a  6%  negative  foreign  currency  effect  and  a 2%  price  increase.
Normalized  operating profits were unchanged from the 4.8% reported in the prior
year.

Commenting on the fourth  quarter and full year results,  Mr. Ayers stated,  "In
July of 1995,  we  announced a  reorganization  plan that is  creating  sweeping
changes throughout the company.  Because the plan is directed toward re-focusing
virtually all of our  businesses,  its result will be a lasting  cultural change
throughout our  organization.  We are moving toward a culture that is intolerant
of  underperformance  and that  requires  our  organization  to  reach  its full
profitability potential."

     Mr. Ayers continued, "We are closing and exiting underperforming plants and
businesses,  adjusting  our  workforce  to  be  more  competitive,  aggressively
reducing the SKUs in our  businesses and writing off assets that are impaired or
underutilized  as a  result  of our new  initiatives.  The  1995  phase of these
initiatives has resulted in $86 million in restructuring charges and $10 million
in related charges.  These actions are expected to generate about $30 million in
annualized savings and reduce our assets by $65 million.

Mr. Ayers  concluded,  "Our  restructuring  initiatives are part of a multi-year
effort  and,  as we  continue  to  evaluate  the full  potential  of many of our
businesses,  we will likely record additional  restructuring charges in 1996 and
possibly beyond.  These charges may approximate those recognized in 1995 and are
expected to provide us with even greater savings than are  anticipated  from the
actions taken to date.

"Putting  the effects of our  restructuring  initiative  aside,  our  businesses
succeeded in navigating  the  difficulties  experienced  in our markets in 1995.
They  continue  to make the  adjustments  we believe  are  necessary  to help us
improve  our  profitability  even in the  face of the  weaknesses  we have  been
experiencing in our markets early in 1996."



                                  ############

CONTACT:          Patricia McLean
                  Manager, Corporate Communications
                  (203) 827-3833










                                       -4-

                       THE STANLEY WORKS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                            (Millions of Dollars)

                                    FOURTH QUARTER       TWELVE MONTHS
                                    1995     1994        1995      1994

  Net Sales                     $  669.8 $  663.8   $ 2,624.3 $ 2,510.9

  Costs and Expenses
       Cost of sales               460.5    445.3     1,789.7   1,684.0
       Selling, general and
          administrative           147.8    147.7       591.7     560.4
       Interest - net                7.1      6.9        30.3      29.0
       Other - net                   1.6      8.8        14.3      35.7
       Restructuring and
           asset writeoffs          44.0        -        85.5         -
                                  -------  -------    --------  --------
                                   661.0    608.7     2,511.5   2,309.1
                                  -------  -------    --------  --------
  Earnings Before Income Taxes       8.8     55.1       112.8     201.8

  Income Taxes                       8.2     21.3        53.7      76.5
                                  -------  -------    --------  --------

  Net Earnings                  $    0.6 $   33.8   $    59.1 $   125.3
                                  =======  =======    ========  ========
  Net Earnings Per Share of
       Common Stock             $   0.01 $   0.76   $    1.33 $    2.80
                                  =======  =======    ========  ========

  Dividends per share           $   0.36 $   0.35   $    1.42 $    1.38


  Average shares outstanding      44,347   44,691      44,360    44,775
       (in thousands)

  See notes to consolidated financial statements.


                                       -5-

                       THE STANLEY WORKS AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              (Millions of Dollars)


                                                 December 30  December 31
                                                        1995         1994
    ASSETS
    Cash and cash equivalents                       $    75.4  $    69.3
    Accounts receivable                                 438.7      410.3
    Inventories                                         349.1      369.2
    Other current assets                                 51.9       39.7
                                                      -------    -------
       Total current assets                             915.1      888.5

    Property, plant and equipment                       532.1      559.8
    Goodwill and other intangibles                      131.8      164.6
    Other assets                                         91.0       88.2
                                                      -------    -------
                                                    $ 1,670.0  $ 1,701.1
                                                      =======    =======
    LIABILITIES AND SHAREHOLDERS' EQUITY
    Short-term borrowings                           $    91.3  $    93.7
    Accounts payable                                    112.7      125.3
    Accrued expenses                                    183.7      202.5
                                                      -------    -------
       Total current liabilities                        387.7      421.5

    Long-term debt                                      391.1      387.1
    Other long-term liabilities                         156.6      148.3
    Shareholders' equity                                734.6      744.2
                                                      -------    -------
                                                    $ 1,670.0  $ 1,701.1
                                                      =======    =======




    See notes to consolidated financial statements.




                                       -6-

                  THE STANLEY WORKS AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Millions of Dollars)

                                              FOURTH QUARTER TWELVE MONTHS
                                               1995   1994    1995   1994
   Operating Activities
     Net earnings                            $  0.6 $ 33.8 $  59.1 $ 125.3
     Depreciation and amortization             17.5   19.3    81.2    81.8
     Restructuring and asset writeoffs         44.0      -    85.5       -
     Other non-cash items                      18.7   (5.2)   32.3    18.3
     Changes in operating assets
        and liabilities                        21.5   27.2   (80.0)  (96.9)
                                              ------ ------ ------  ------
     Net cash provided by
        operating activities                  102.3   75.1   178.1   128.5

   Investing Activities
     Capital expenditures                     (21.8) (17.8)  (66.5)  (66.4)
     Proceeds from sales of assets              3.7    3.6     4.3    11.0
     Business acquisitions                        -      -    (3.3)   (5.1)
     Other                                     (7.0)  (4.8)  (19.8)   (9.7)
                                              ------ ------ ------  ------
     Net cash used by
        investing activities                  (25.1) (19.0)  (85.3)  (70.2)

   Financing Activities
     Payments on long-term debt                   -   (1.0)  (83.5)   (2.9)
     Proceeds from long-term borrowings         1.8      -    86.0       -
     Net short-term borrowings                (23.4) (10.7)   (5.1)   40.9
     Proceeds from issuance of common stock     3.0    0.7     5.7     4.2
     Purchase of common stock for treasury     (0.7) (14.3)  (13.2)  (16.3)
     Cash dividends on common stock           (28.9)  (0.7)  (75.2)  (61.5)
                                              ------ ------ ------  ------
     Net cash used by                         (48.2) (26.0)  (85.3)  (35.6)
        financing activities

   Effect of Exchange Rate Changes on Cash     (2.1)   0.4    (1.4)    2.9
                                              ------ ------ ------  ------
   Increase in Cash and Cash Equivalents       26.9   30.5     6.1    25.6

   Cash and Cash Equivalents,
      Beginning of Period                      48.5   38.8    69.3    43.7
                                              ------ ------ ------  ------
   Cash and Cash Equivalents,
      End of Fourth Quarter                  $ 75.4 $ 69.3 $  75.4 $  69.3
                                              =====  =====  =====   =====

    See notes to consolidated financial statements.




                                       -7-


                      THE STANLEY WORKS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES
                           IN SHAREHOLDERS' EQUITY
                             (Millions of Dollars)


                                                   TWELVE MONTHS
                                                  1995       1994


    Balance at beginning of year              $   744.2  $   680.9

    Net earnings                                   59.1      125.3

    Currency translation adjustment               (14.3)       0.4

    Cash dividends declared                       (62.6)     (61.9)

    Net common stock activity                      (1.2)      (8.3)

    ESOP debt                                       9.4        7.8
                                                --------    -------
    Balance at end of fourth quarter          $   734.6  $   744.2
                                                ========    =======







    See notes to consolidated financial statements.




                                       -8-
                   THE STANLEY WORKS AND SUBSIDIARIES
                       BUSINESS SEGMENT INFORMATION
                           (Millions of Dollars)

                                FOURTH QUARTER          TWELVE MONTHS
                                1995       1994        1995       1994
 INDUSTRY SEGMENTS
 Net Sales
   Tools
      Consumer              $   200.2  $   196.7   $   738.9  $   716.0
      Industrial                136.8      135.0       552.3      524.4
      Engineered                168.0      170.8       678.3      643.5
                              --------   --------    --------   --------
           Total Tools          505.0      502.5     1,969.5    1,883.9
   Hardware                      76.7       75.5       324.2      311.1
   Specialty Hardware            88.1       85.8       330.6      315.9
                              --------   --------    --------   --------
      Consolidated          $   669.8  $   663.8   $ 2,624.3  $ 2,510.9
                              ========   ========    ========   ========

 Operating Profit
   Tools                    $    23.3  $    55.7   $   154.9  $   217.0
   Hardware                      (1.9)       5.9        13.4       33.3
   Specialty Hardware             4.0        8.6        17.8       24.0
                              --------   --------    --------   --------
           Total                 25.4       70.2       186.1      274.3
   Net corporate expenses        (7.9)      (6.5)      (37.6)     (38.8)
   Interest expense              (8.7)      (8.6)      (35.7)     (33.7)
                              --------   --------    --------   --------
      Earnings before
        income taxes        $     8.8  $    55.1   $   112.8  $   201.8
                              ========   ========    ========   ========

 GEOGRAPHIC AREAS
 Net Sales
   United States            $   491.7  $   478.2   $ 1,884.9  $ 1,808.6
   Europe                       100.8       95.8       413.4      357.6
   Other Areas                   77.3       89.8       326.0      344.7
                              --------   --------    --------   --------
      Consolidated          $   669.8  $   663.8   $ 2,624.3  $ 2,510.9
                              ========   ========    ========   ========

 Operating Profit
   United States            $    30.6  $    59.3   $   146.9  $   215.4
   Europe                        (0.6)       6.6        26.8       31.9
   Other Areas                   (4.6)       4.3        12.4       27.0
                              --------   --------    --------   --------
      Total                 $    25.4  $    70.2   $   186.1  $   274.3
                              ========   ========    ========   ========
 See notes to consolidated financial statements.


                                      -9-



                       THE STANLEY WORKS AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles.  However,  they do
not include all of the information and footnotes  required by generally accepted
accounting   principles   for  complete   financial   statements.   For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto to be  included in The Stanley  Works  annual  report for the year ended
December 30, 1995.