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): July 13, 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)











                                Page 1 of 3 Pages







         Item 5.           Other Events.

                           1.       On July 13, 2000, William Y. O'Connor
resigned as a member of the Board of Directors of the Registrant.











































                                Page 2 of 3 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: July 14, 2000         By:    Jennifer O. Estabrook
                            Name:  Jennifer O. Estabrook
                            Title: Vice President, General
                                   Counsel and Secretary

                                Page 3 of 3 Pages