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):  March 16, 2004
                                                          --------------

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


Connecticut                         1-5244                       06-0548860
-----------------------------------------------------------------------------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)                 Identification
 incorporation) No.)


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 7







Item 7.        Financial Statements and Exhibits.
               ----------------------------------

    (c) 20(i)  Press Release dated March 16, 2004 regarding first quarter and
               full year 2004 earnings guidance.


Item 12.       Results of Operation and Financial Condition.
               ---------------------------------------------

               In a press releases  attached to this current report on Form 8-K,
               the company provided guidance for the first quarter and full year
               2004.

               This  information  is this current report on Form 8-k will not be
               deemed  "filed"  for  purposes  of Section  18 of the  Securities
               Exchange Act of 1934 (the "Exchange  Act"), or otherwise  subject
               to the liability of that section, and will not be incorporated by
               reference into any registration statement or other document filed
               under the Securities  Act of 1933 or the Exchange Act,  except as
               expressly set forth by specific reference in such filing.






























                                 Page 2 of 7










                                  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:  March 16, 2004                 By:    /s/ Bruce H. Beatt
       --------------                 -------------------------------
                                      Name:  Bruce H. Beatt
                                      Title: Vice President, General
                                             Counsel and Secretary



























                                 Page 3 of 7










                                EXHIBIT INDEX

                         Current Report on Form 8-K
                            Dated March 16, 2004



                          Exhibit No.      Page No.
                          -----------      --------

                             20(i)            5





































                                 Page 4 of 7





                                                                Exhibit 20(i)
                                                                -------------
FOR IMMEDIATE RELEASE

STANLEY WORKS RAISING EARNINGS GUIDANCE ON SHARPLY HIGHER REVENUE GROWTH

New  Britain,  Connecticut,  March 16, 2004 ... The Stanley  Works  (NYSE:  SWK)
announced today that January and February 2004 sales from continuing  operations
increased  in excess of 20 percent  over the same two months of 2003 and,  aside
from the  impacts of recent  acquisitions,  organic  sales  growth  exceeded  15
percent in the two-month  period.  The company now expects first quarter organic
sales to increase by a low to mid-teens  percentage.  Current order rates remain
robust and are consistent with these sales trends.

The  favorable  sales volume is broad based,  evident  across  virtually all the
company's businesses:

- Robust demand continues from home center and mass merchant customers.
- Industrial tool demand is benefiting from notably improved economic
  conditions.
- Security Solutions revenue is up sharply on the strength of service-related
  share gains, primarily at national accounts.
- Europe and Asia continue to benefit from favorable currency translations.

As a result, the company expects earnings per fully diluted share to approximate
63-67 cents in the first quarter,  significantly  higher than the prior estimate
of 49-51 cents from  continuing  operations  provided on January  29,  2004.  If
current sales and order trends  continue  through  March,  actual  results could
potentially exceed this revised guidance.

The company's previous indication was that full year 2004 earnings were expected
to be  approximately  $2.50 - $2.60  per fully  diluted  share  from  continuing
operations.  Considering  the higher  first  quarter  estimate  and the positive
business  environment  and operational  execution,  the company expects its full
year  earnings  estimate to increase by at least the amount of the first quarter
out  performance,  and likely more.  The company will provide second quarter and
updated full year  guidance in the first quarter  earnings  release on April 27,
2004, by which time it is anticipated  that commodity  price trends  (especially
steel)  will have  stabilized  and the  timing  and  amount of  related  pricing
recovery actions will be fully understood.

First quarter estimates above are from continuing  operations and do not include
the pre-tax gain of  approximately  $100 million from the sale of the  company's
residential entry door business to Masonite Corporation on March 2, 2004.

Contact:  Gerry Gould
          Vice President - Investor Relations
          (860) 827-3833
          ggould@stanleyworks.com

The  Stanley  Works,  an S&P 500  company,  is a  worldwide  supplier  of tools,
hardware and security  systems for  professional,  industrial  and consumer use.
More information about The Stanley Works can be found, including corporate press
releases,  in the Investor Relations section of the company's corporate web site
at www.stanleyworks.com.

                                Page 5 of 7


                            CAUTIONARY STATEMENTS

         Under the Private Securities Litigation Reform Act of 1995

Statements in the company's  press  releases  attached to this Current Report on
Form 8-K regarding the company's  ability to (i) increase first quarter  organic
sales by a low to mid teens percentage;  (ii) achieve first quarter earnings per
fully diluted share of  approximately  $.63 - $.67 or more;  (iii) increase full
year  earnings  estimates  by at least  the  amount  of the  first  quarter  out
performance or more; and (iv) benefit from stabilized  steel and other commodity
price trends are forward looking and inherently subject to risk and uncertainty.

The company's  ability to deliver the results as described above (the "Results")
is based on current  expectations and involves inherent risks and uncertainties,
including  factors listed below and other factors that could delay,  divert,  or
change  any of them,  and could  cause  actual  outcomes  and  results to differ
materially from current expectations.

The company's  ability to deliver the Results is dependent  upon (i) the success
of the company in  integrating  its recently  announced  acquisitions;  (ii) the
success of the  company's  efforts to  decentralize  its  operations  functions,
primarily in its Tools and Access Solutions  business groups;  (iii) the success
of the company's  efforts to reduce its workforce and close certain  facilities,
including the  resolution of any labor issues  related to such  activities,  the
need to respond to  significant  changes in product  demand  while any  facility
consolidation  is  in  process  and  other  unforeseen  events;  (iv)  continued
improvements in productivity and cost reductions;  (v) the continued improvement
in the payment terms under which the company buys and sells goods, materials and
products;  and (vi) the recovery of sales volume  attributable  to the company's
sale of its residential entry doors business.

The  company's  ability to deliver  the Results is also  dependent  upon (i) the
continued  success of the company's  marketing and sales efforts,  including the
company's  ability  to recruit  and retain an  adequate  sales  force;  (ii) the
continued  success of The Home Depot and Wal-Mart  sales  initiatives as well as
other programs to stimulate  demand for company  products;  (iii) the success of
recruiting  programs and other  efforts to maintain or expand  overall Mac Tools
truck count versus prior years;  (iv) the ability of the sales force to adapt to
changes made in the sales  organization and achieve adequate customer  coverage;
(v) the ability of the company to fulfill demand for its products;  and (vi) the
absence of increased  pricing  pressures from customers and  competitors and the
ability to defend market share in the face of price competition.

The  company's  ability to achieve the Results will also be affected by external
factors.  The  company's  ability to achieve the Results will be dependent  upon
stabilization of the price of steel and other  commodities and materials.  These
external  factors will also include  pricing  pressure and other changes  within
competitive  markets,  the  continued  consolidation  of  customers  in consumer
channels, inventory management pressures on the company's customers,  increasing
competition,  changes  in trade,  monetary,  tax and fiscal  policies  and laws,
inflation, currency exchange fluctuations, the impact of dollar/foreign currency
exchange and interest rates on the competitiveness of products and the company's
debt  program,  the  strength of the U.S.  Economy and the impact of events that
cause or may cause  disruption in the company's  distribution and sales networks
such  as  war,  terrorist  activities,  political  unrest  and  recessionary  or
expansive trends in the economies of the world in which the company operates.

                               Page 6 of 7




The  company   undertakes  no  obligation  to  publicly  update  or  revise  any
forward-looking  statements to reflect  events or  circumstances  that may arise
after the date hereof.











































                               Page 7 of 7