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 October 2, 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

82,259,881 shares of the registrant's common stock were outstanding as of November 8, 2004.

PART I    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED OCTOBER 2, 2004 AND SEPTEMBER 27, 2003
(Unaudited, Millions of Dollars, Except Per Share Amounts)

				Third Quarter								Year to Date
				2004				2003				2004				2003
Net sales				$	791.2			$	665.6			$	2,364.5			$	1,950.4
Costs and expenses:
Cost of sales					503.7				438.2				1,514.7				1,289.2
Selling, general and administrative					175.6				141.7				521.0				450.3
Provision for doubtful accounts					2.9				1.8				7.5				30.0
Interest expense					9.4				8.7				27.7				25.7
Interest income					(1.0	)			(1.6	)			(2.7	)			(4.2	)
Other, net					10.6				14.0				35.0				31.5
Restructuring charges and asset impairments					—				10.8				—				35.8
					701.2				613.6				2,103.2				1,858.3
Earnings from continuing operations before income taxes					90.0				52.0				261.3				92.1
Income taxes					26.1				14.6				77.5				26.4
Net earnings from continuing operations					63.9				37.4				183.8				65.7
Earnings (loss) from discontinued operations before income taxes (including gain on disposition of $142.3 million in 2004)					(0.4	)			6.8				142.2				12.1
Income taxes on discontinued operations					(0.4	)			2.5				47.2				4.5
Net earnings from discontinued operations					—				4.3				95.0				7.6
Net earnings				$	63.9			$	41.7			$	278.8			$	73.3
Net earnings per share of common stock:
Basic:
Continuing operations				$	0.78			$	0.46			$	2.24			$	0.77
Discontinued operations					—				0.05				1.16				0.09
Total basic earnings per common share				$	0.78			$	0.51			$	3.40			$	0.86
Diluted:
Continuing operations				$	0.76			$	0.46			$	2.19			$	0.77
Discontinued operations					—				0.05				1.13				0.09
Total diluted earnings per common share				$	0.76			$	0.51			$	3.32			$	0.86
Dividends per share of common stock				$	0.28			$	0.26			$	0.80			$	0.77
Average shares outstanding (in thousands):
Basic					82,173				81,475				81,904				84,930
Diluted					84,384				82,126				83,945				85,482

See notes to condensed consolidated financial statements.

2

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THE STANLEY WORKS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2004 AND JANUARY 3, 2004
(Unaudited, Millions of Dollars)

				2004				2003
ASSETS
Current assets:
Cash and cash equivalents				$	256.3			$	204.4
Accounts and notes receivable					643.4				522.2
Allowance for doubtful accounts					(24.8	)			(39.8	)
Inventories					415.9				377.1
Other current assets					86.6				98.9
Assets held for sale					1.3				37.9
Total current assets