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): February 11, 2000



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


  Connecticut               1-5224              06-0548860
(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)








                       Exhibit Index is located on Page 4
                                Page 1 of 6 Pages


     Item 5.   Other Events.

               1. At a meeting held today with  security  analysts,  the company
issued some earnings  guidance for the first quarter of 2000 as well as the full
year. For the full year, the company expects earnings per share to increase by a
low double digit percentage based on the following assumptions:

     (i) net sales to increase three to four percent (assuming no
acquisitions and pricing continuing to be unfavorable at
historical rates),
    (ii) manufacturing  costs to be reduced  by $80  million  (net of  materials
costs  increases)  driven by  continuous  improvement  initiatives,  procurement
savings and  restructuring  projects,  including the closing of 3-5 plants and a
related reduction in force,
     (iii) inflation in other variable costs (primarily labor and
overhead) to continue at historical levels,
     (iv) selling,  general and administrative expenses as a percentage of sales
flat to 1999  (excluding  1999's  restructuring  related  transition  costs  and
special charges) and
     (v)  operating  cash flow of $250-300  million to be  generated by earnings
growth and a working capital  decrease of between $50 -100 million  (assuming no
further debt repayment, share repurchase program or acquisitions or other
strategic invesments).

  For the first  quarter of 2000,  the  company  expects  earnings  per share to
increase  by a mid to  high  single  digit  percentage  based  on the  following
assumptions:

     (i) net sales to increase 2% compared with the first quarter
of 1999,
     (ii) selling,  general and administrative  expenses as a percentage of
sales to be flat compared with expenses (excluding special charges) in the
fourth quarter of 1999 and

     (iii)  the pro rata  impact  of the full year  productivity  and  inflation
effects discussed above.

     Attached as Exhibit 20(i) is a copy of the cautionary statements.

     Item 7.   Financial Statements and Exhibits.

               (c)  20(i)  Cautionary  statements  relating  to
                           forward looking statements included in Item 5.

                                Page 2 of 6 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: February 11, 2000  By:       Stephen S. Weddle
                         Name:     Stephen S. Weddle
                         Title:    Vice President, General
                                   Counsel and Secretary













                                Page 3 of 6 Pages







                                  EXHIBIT INDEX

                           Current Report on Form 8-K

                             Dated February 11, 2000


                               Exhibit No.    Page

                                 20 (i)         5



































                                Page 4 of 6 Pages





                                                  Exhibit 20 (i)



                      CAUTIONARY STATEMENTS
   Under the Private Securities Litigation Reform Act of 1995

The statements made by the company at a meeting of security  analysts held today
and  outlined in Item 5 regarding  expected  earnings  per share  growth and the
assumptions underlying that growth are forward looking and inherently subject to
risk and  uncertainty.  The company's  ability to achieve the earnings growth is
dependent upon, among other things, the factors discussed below.

The  company's  ability to achieve  sales growth is  dependent  upon a number of
factors,  including:  (1) the  ability  to  recruit  and  retain  a sales  force
comprised of employees and manufacturers  reps, (2) the success of the company's
sales and  marketing  programs to increase  retail  sell  through and  stimulate
demand for the company's  products,  (3) the ability of the sales force to adapt
to  changes  made  in the  sales  organization  and  achieve  adequate  customer
coverage,  (4) the  ability of the company to fulfill  increased  demand for its
products,  (5) the absence of pricing  pressures from customers and  competitors
and (6) the acceptance of the company's new products in the  marketplace as well
as the ability to satisfy demand for these products.

The  company's  ability to lower its  manufacturing  costs is  dependent  on the
success of various  initiatives that are underway or that are being developed to
improve  manufacturing  operations and to implement related control systems. The
success of these  initiatives is dependent on the company's  ability to increase
the  efficiency  of its routine  business  processes,  to develop and  implement
process control systems, to develop and execute comprehensive plans for facility
consolidations, the availability of vendors to perform outsourced functions, the
successful  recruitment  and training of new  employees,  the  resolution of any
labor issues related to closing  facilities,  the need to respond to significant
changes in product  demand  while any facility  consolidation  is in process and
other unforeseen events.

The company's ability to achieve the expected levels of selling, general and
administrative expense is dependent upon the successful implementation of
changes to the sales organization, the recruitment and retention of
manufacturers sales representatives and the reduction of transaction costs.

The company's  ability to achieve the expected  level of operating cash flow and
working  capital  reduction  is  dependent  on  the  continued  success  of  the
improvements in manufacturing  operations in eliminating the  inefficiencies and
customer  service  issues that have plagued the company over the last year and a
half as well as the company's ability to control operating expenses.

                                Page 5 of 6 Pages



The company's  ability to achieve the  objectives  discussed  above will also be
affected by external  factors.  These external  factors include pricing pressure
and other changes within  competitive  markets,  the continued  consolidation of
customers  in  consumer  channels,  increasing  competition,  changes  in trade,
monetary  and  fiscal   policies   and  laws,   inflation,   currency   exchange
fluctuations,  the  impact  of  dollar/foreign  currency  exchange  rates on the
competitiveness  of  products  and  recessionary  or  expansive  trends  in  the
economies of the world in which the company operates.


                                Page 6 of 6 Pages