Exhibit (20) (v)
                                    
                          CAUTIONARY STATEMENTS
       Under the Private Securities Litigation Reform Act of 1995
                                    
Certain risks and uncertainties are inherent in the company's
ability to achieve the sustained profitable growth outlined in
the earnings press release issued today and in Item 5 of the
Current Report on Form 8-K to which this exhibit is attached.

The company's ability to achieve this expected growth is
dependent on several factors.  These factors include the ability
to develop new products that will be successful in the
marketplace; to expand into  near neighbor  or related products;
to position Stanley(R) as a  Great Brand  in the marketplace; and
to position the company as a low cost producer.  

These initiatives are in turn dependent on several factors. 
These include the company's ability to generate the necessary
cost savings to fund these initiatives from a reallocation of
resources, including the simplification of the organization, the
change in the composition of the workforce and the
standardization of the operating mechanisms.  The success of the
reallocation is dependent upon the ability of the company's
employees, with the help of outside consultants, to develop and
execute comprehensive plans to provide for smooth transitions for
all elements of the reallocation; the ability to retain existing
employees throughout the transition; the successful recruitment
and training of new employees for the positions that relate to
the growth initiatives; the need to respond to significant
changes in product demand during the transition; and unforeseen
events.  The company's ability to achieve the expected cost
savings is also dependent on the reallocation generating internal
efficiencies, and on the ability of the organization to withstand
external factors during the period of transition.  These include
pricing pressures; the continued consolidation of customers in
consumer channels; increasing global competition; changes in
trade, monetary and fiscal policies and laws; inflation and
currency exchange fluctuations; and recessionary or expansive
trends in the economies of the world in which the company
operates. The achievement of near neighbor and related product
growth and the ability of the company to become a low cost
producer will depend upon the ability to successfully identify,
negotiate, consummate and integrate into operations joint
ventures and/or strategic alliances.

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