UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

    Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended April 3, 2004.

or

    Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from [        ] to [        ]

Commission file number 1-5224

THE STANLEY WORKS

(Exact name of registrant as specified in its charter)

CONNECTICUT				06-0548860
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)
1000 Stanley Drive New Britain, Connecticut				06053
(Address of principal executive offices)				(Zip Code)

            (860) 225-5111            
(Registrant's telephone number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No

81,659,286 shares of the registrant's common stock were outstanding as of May 12, 2004.

PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 3, 2004 AND MARCH 29, 2003
(Unaudited, Millions of Dollars, Except Per Share Amounts)

				2004				2003
Net sales				$	778.6			$	632.2
Costs and expenses:
Cost of sales					499.2				418.8
Selling, general and administrative					170.3				152.4
Provision for doubtful accounts					2.2				15.4
Interest expense					8.8				8.9
Interest income					(0.8	)			(1.1	)
Other, net					14.1				7.4
Restructuring charges					—				3.1
					693.8				604.9
Earnings from continuing operations before income taxes					84.8				27.3
Income taxes					26.3				8.3
Net earnings from continuing operations					58.5				19.0
Earnings from discontinued operations before income taxes (including gain on disposition of $142.7 million)					142.6				0.2
Income taxes on discontinued operations					47.6				—
Net earnings from discontinued operations					95.0				0.2
Net earnings				$	153.5			$	19.2
Net earnings per share of common stock:
Basic:
Continuing operations				$	0.72			$	0.22
Discontinued operations					1.16				—
Total basic earnings per common share				$	1.88			$	0.22
Diluted:
Continuing operations				$	0.70			$	0.22
Discontinued operations					1.14				—
Total diluted earnings per common share				$	1.84			$	0.22
Dividends per share of common stock				$	0.26			$	0.26
Average shares outstanding (in thousands):
Basic					81,628				87,815
Diluted					83,392				88,478

See notes to condensed consolidated financial statements.

1

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THE STANLEY WORKS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 3, 2004 AND JANUARY 3, 2004
(Unaudited, Millions of Dollars)

				2004				2003
ASSETS
Current assets:
Cash and cash equivalents				$	192.5			$	204.4
Accounts and notes receivable					572.9				482.4
Inventories					397.7				377.1
Other current assets					107.1				98.9
Assets held for sale					5.0				37.9
Total current assets					1,275.2				1,200.7
Property, plant and equipment					1,276.5				1,231.2
Less: accumulated depreciation					855.0				817.9
					421.5				413.3
Goodwill					583.1				432.8
Other intangible assets					323.7				210.5
Other assets					205.3				166.5
Total assets				$	2,808.8			$	2,423.8
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings				$	202.3			$	—
Current maturities of long-term debt					37.8				157.7
Accounts payable					281.3				240.2	&