UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 2, 2005.

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 12-b-2 of the Exchange Act).

Yes            No   

82,791,830 shares of the registrant's common stock were outstanding as of May 4, 2005.

PART I — FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 2, 2005 AND APRIL 3, 2004
(Unaudited, Millions of Dollars, Except Per Share Amounts)

				2005				2004
NET SALES				$	806.3			$	734.8
COSTS AND EXPENSES
Cost of sales				$	517.4			$	466.9
Selling, general and administrative					184.5				164.6
Provision for doubtful accounts					0.7				2.1
Interest expense					8.8				8.7
Interest income					(1.2	)			(0.8	)
Other, net					9.5				13.9
				$	719.7			$	655.4
Earnings from continuing operations before income taxes					86.6				79.4
Income taxes					19.9				24.4
Net earnings from continuing operations				$	66.7			$	55.0
Earnings (loss) from discontinued operations before income taxes (including gain on disposition of $142.7 million in 2004)					(0.1	)			147.9
Income taxes on discontinued operations					—				49.4
Net earnings (loss) from discontinued operations				$	(0.1	)		$	98.5
NET EARNINGS				$	66.6			$	153.5
NET EARNINGS PER SHARE OF COMMON STOCK
Basic:
Continuing operations				$	0.81			$	0.67
Discontinued operations					—				1.21
Total basic earnings per common share				$	0.80			$	1.88
Diluted:
Continuing operations				$	0.78			$	0.66
Discontinued operations					—				1.18
Total diluted earnings per common share				$	0.78			$	1.84
DIVIDENDS PER SHARE OF COMMON STOCK				$	0.28			$	0.26
Average shares outstanding (in thousands):
Basic					82,822				81,628
Diluted					85,156				83,392

See notes to condensed consolidated financial statements.

1

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THE STANLEY WORKS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 2, 2005 AND JANUARY 1, 2005
(Unaudited, Millions of Dollars)

				2005				2004
ASSETS
Current assets:
Cash and cash equivalents				$	310.5			$	250.0
Accounts and notes receivable					619.6				582.0
Inventories					432.3				413.4
Other current assets					71.4				82.2
Assets held for sale					0.8				44.3
Total current assets					1,434.6				1,371.9
Property, plant and equipment					1,224.3				1,220.7
Less: accumulated depreciation					827.4				821.8
					396.9				398.9
Goodwill					666.3				639.5
Customer relationships					147.8				144.9
Other intangible assets					152.9				143.8
Other assets					154.3				151.6
Total assets				$	2,952.8			$	2,850.6
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings				$	158.4			$	47.1
Current maturities of long-term debt					54.3				55.4
Accounts payable					289.1				300.4
Accrued income taxes					107.3