SECURITIES AND EXCHANGE COMMISSION NO.33-41611
WASHINGTON, DC 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE STANLEY WORKS
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
1000 STANLEY DRIVE, P.O. BOX 7000
NEW BRITAIN, CONNECTICUT 06050
(Address of Principal Executive Offices) (Zip Code)
SAVINGS PLAN FOR HOURLY PAID EMPLOYEES OF
THE STANLEY WORKS
(Full title of the Plan)
Stephen S. Weddle, Esquire
The Stanley Works
1000 Stanley Drive, P.O. Box 7000
New Britain, Connecticut 06050
(Name and address of agent for service)
(203) 225-5111
(Telephone number, including area code of agent for service)
<PAGE>
The Stanley Works (the "Company") hereby amends the
Registration Statement on Form S-8 (Registration No. 33-41611)
(the "Registration Statement") to remove from registration 74,880
shares of the Company's Common Stock which were registered
pursuant to the Savings Plan for Hourly Paid Employees of The
Stanley Works which has been merged into the Savings Plan for
Salaried Employees of The Stanley Works, which resulting Plan is
known as The Stanley Works 401(k) Savings Plan.
2.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this Post-
Effective No. 1 to the Registration Statement on Form S-8
(Registration No. 33-41611) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
Britain, State of Connecticut, on the 28th day of September,
1994.
THE STANLEY WORKS
By:Richard H. Ayers
Name: Richard H. Ayers
Title: Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the registration
statement has been signed by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
Richard H. Ayers Chairman, September 28, 1994
Richard H. Ayers Chief
Executive Officer
and Director
Richard Huck Vice President, September 28, 1994
Richard Huck Finance and Chief
Financial Officer
* Director September 28, 1994
Stillman B. Brown
* Director September 28, 1994
Edgar R. Fiedler
* Director September 28, 1994
James G. Kaiser
* Director September 28, 1994
3.
Eileen S. Kraus
NAME TITLE DATE
* Director September 28, 1994
Gerald A. Lamb
* Director September 28, 1994
George A. Lorch
* Director September 28, 1994
Walter J. McNerney
* Director September 28, 1994
Gertrude G. Michelson
* Director September 28, 1994
John S. Scott
* Director September 28, 1994
Hugo E. Uyterhoeven
* Director September 28, 1994
Walter W. Williams
* By:Stephen S. Weddle September 28, 1994
Stephen S. Weddle
(As Attorney-in-Fact)
4.
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Plan Administrator of The Savings
Plan for Hourly Paid Employees of The Stanley Works has duly
caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Britain, State of
Connecticut, on September 28, 1994.
THE STANLEY WORKS
(as Plan Administrator)
By: Macy W. Reid
Name: Macy W. Reid
Title: Director of Compensation
& Benefits
[f:\fallon\stanley\s8dereg.con]
5.
EXHIBIT INDEX
Exhibit No. Page
24 Manually signed copy of power of 7
attorney authorizing the signing of
the Post-Effective Amendment No. 1
to the Registration Statement and
amendments thereto on behalf of the
Registrant's officers and directors
if filed herewith.
Exhibit 24
POWER OF ATTORNEY
We, the undersigned officers and directors of The Stanley
Works, a Connecticut corporation (the "Corporation"), hereby
severally constitute Stephen S. Weddle and Brenda Bemben our true
and lawful attorneys with full power of substitution, to sign for
us and in our names in the capacities indicated below, the Post-
Effective Amendment to the Registration Statement on Form S-8 of
the Corporation filed herewith, and any and all amendments
thereto, and generally to do all such things in our name and on
our behalf in our capacities as officers and directors to enable
the Corporation to comply with the provisions of the Securities
Act of 1933, as amended, all requirements of the Securities and
Exchange Commission, and all requirements of any other applicable
law or regulation, hereby ratifying and confirming our signatures
as they may be signed by our said attorneys, or either of them,
to such Registration Statement and any and all amendments
thereto, including post-effective amendments.
SIGNATURE TITLE DATE
Chairman, September 28, 1994
Richard H. Ayers Chief
Executive Officer
and Director
Vice President, September 28, 1994
Richard Huck Finance and Chief
Financial Officer
President September 28, 1994
R. Alan Hunter and Chief Operating
Officer
SIGNATURE TITLE DATE
Stillman B. Brown Director September 28, 1994
Stillman B. Brown
Edgar R. Fiedler Director September 28, 1994
Edgar R. Fiedler
James G. Kaiser Director September 28, 1994
James G. Kaiser
Eileen S. Kraus Director September 22, 1994
Eileen S. Kraus
Gerald A. Lamb Director September 28, 1994
Gerald A. Lamb
George A. Lorch Director September 28, 1994
George A. Lorch
Walter J. McNerney Director September 28, 1994
Walter J. McNerney
Gertrude G. Michelson Director September 28, 1994
Gertrude G. Michelson
John S. Scott Director September 28, 1994
John S. Scott
Hugo E. Uyterhoeven Director September 22, 1994
Hugo E. Uyterhoeven
Walter W. Williams Director September 28, 1994
Walter W. Williams