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):  April 17, 1996 

                                                              

                          The Stanley Works                      
               (Exact name of registrant as specified in charter)


  Connecticut               1-5224              06-058860   
(State or other          (Commission         (IRS Employer
jurisdiction of          File Number)        Identification No.)
incorporation)



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)










                               Page 1 of 27 pages
                    Exhibit Index is located on Page 4

     Item 5.   Other Events.


               1.   On April 17, 1996, the Registrant issued
three press releases.

               Attached as Exhibits (20)(i), (20)(ii), and (20)(iii)
 are copies of the Registrant's press releases.These Exhibits are
 incorporated herein by reference.

               2.   On April 17, 1996, the Board of Directors of
the Registrant amended the Corporations Bylaws to reflect
various minor changes.




               Attached as Exhibit 3(i) is a copy of the amended
Bylaws.  This Exhibit is incorporated herein by reference.

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

          (c)  3(i)      Bylaws.

               20(i)     Press release dated April 17, 1996                     
                         announcing Stanley s first quarter
                         results.

               20 (ii)   Press release dated April 17, 1996
                         announcing CEO retirement plans.

               20 (iii)  Press release dated April 17, 1996 
                         announcing board of directors vote a 
                         2-for-1 stock split.  
                         


















                               Page 2 of 27 pages
                                    
                               SIGNATURE




Pursuant to the requirements 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



Date: April 18, 1996               By:  Stephen S. Weddle        
                                   Name:     Stephen S. Weddle
                                   Title:    Vice President,
                                             General Counsel and
                                             Secretary
                                             
     































                               Page 3 of 
                                27 pages
                                     

                               EXHIBIT INDEX

                        Current Report on Form 8-K
                           Dated April 17, 1996 



          Exhibit No.                                Page

          3 (i)                                       5
     

          (20)(i)                                      20
  

          (20) (ii)                                    25


          (20) (iii)                                   27
     
     




































                               Page 4 of 
                                27 pages