STANLEY WORKS
10-Q, 1998-05-19
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-Q


      [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                For the quarterly period ended April 4, 1998.

                                   or

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



                      Commission file number 1-5224

             I.R.S. Employer Identification Number 06-0548860

                           THE STANLEY WORKS

                       (a Connecticut Corporation)
                           1000 Stanley Drive
                      New Britain, Connecticut 06053
                        Telephone: (860) 225-5111


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 [ X ] No [ ]


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: shares of the
company's Common Stock ($2.50 par value) were outstanding 88,751,180
as of May 9, 1998.  






 




        PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 THE STANLEY WORKS AND SUBSIDIARIES 
                 CONSOLIDATED STATEMENTS OF EARNINGS
        (Unaudited, Millions of Dollars Except Per Share Amounts)


                            First Quarter   
                           1998       1997     
                          ------     ------
Net Sales                $ 671.9   $  646.6    
 
Costs and Expenses
  Cost of sales            435.0      431.4 
  Selling, general and
    administrative         171.1      153.2 
  Interest - net             4.8        4.3 
  Other - net                2.8        3.6 
  Restructuring and 
    asset write-offs           -       (4.6) 
                          ------     ------   
                           613.7      587.9 
                          ------     ------
Earnings Before
    Income Taxes            58.2       58.7 
                         
Income Taxes                21.8       22.0 
                          ------     ------
Net Earnings              $ 36.4   $   36.7 
                          ======     ======
Net Earnings Per Share     
    of Common Stock
    Basic                 $ 0.41   $   0.41 
                          ======     ======  
    Diluted               $ 0.40   $   0.41
                          ======     ======
Dividends Per Share       $ 0.20   $  0.185  
                          ======     ======
Average Shares Outstanding
    (in thousands)    
    Basic                 89,483     89,347  
                          ======     ======
    Diluted               90,520     90,138  
                          ======     ======                                  





See notes to consolidated financial statements.

                                       -1-                                    




                           THE STANLEY WORKS AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                            (Unaudited, Millions of Dollars)

                                                        April 4     January 3
                                                           1998          1998
                                                        --------      --------
ASSETS
Current Assets
   Cash and cash equivalents                        $      93.2    $    152.2
   Accounts receivable                                    491.1         472.5
   Inventories                                            331.2         301.2
   Other current assets                                    88.3          79.4
                                                        --------      --------
Total Current Assets                                    1,003.8       1,005.3

Property, plant and equipment                           1,167.9       1,166.1
   Less: accumulated depreciation                        (666.3)       (652.9)
                                                        --------      --------
                                                          501.6         513.2

Goodwill and other intangibles                            102.1         104.1
Other assets                                              136.6         136.1
                                                        --------      --------
                                                     $  1,744.1    $  1,758.7
                                                        ========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Short-term borrowings                             $    108.6    $     80.8
   Current maturities of long-term debt                    15.4          50.0
   Accounts payable                                       159.1         155.5
   Accrued expenses                                       319.5         336.4
                                                        --------      --------
Total Current Liabilities                                 602.6         622.7

Long-term debt                                            275.3         283.7
Other liabilities                                         239.1         244.5

Shareholders' Equity                             
   Common stock                                           230.9         230.9
   Retained earnings                                      823.3         806.6
   Accumulated other comprehensive income                 (81.9)        (85.3)
   ESOP debt                                             (221.1)       (223.8)
                                                        --------      --------  
                                                          751.2         728.4
       Less: cost of common stock in treasury             124.1         120.6 
                                                        --------      -------- 
 Total Shareholders' Equity                               627.1         607.8
                                                        --------      --------
                                                     $  1,744.1    $  1,758.7 
                                                        ========      ========




See notes to consolidated financial statements.  

                                       -2-
                             

                     THE STANLEY WORKS AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited, Millions of Dollars)
   
                                                   First Quarter      
                                                 1998         1997    
                                                ------       ------  
Operating Activities
  Net earnings                                 $  36.4      $  36.7 
  Depreciation and amortization                   19.8         18.5   
  Restructuring and asset write-offs                 -         (4.6)
  Other non-cash items                             0.6         12.9 
  Changes in operating assets
     and liabilities                             (78.2)       (60.4)
                                                ------       ------  
  Net cash provided (used) by
     operating activities                        (21.4)         3.1
                                               
Investing Activities                        
  Capital expenditures                            (7.4)       (17.2)
  Capitalized software                               -         (2.7)
  Proceeds from sales of businesses                3.0         34.8
  Other                                           (0.8)         0.8
                                                ------       ------   
  Net cash provided (used) by
     investing activities                         (5.2)        15.7 
                                               
Financing Activities                        
  Payments on long-term borrowings               (36.5)        (1.6) 
  Net short-term borrowings                       28.2         (0.5)
  Proceeds from issuance of common stock           8.9         10.0   
  Purchase of common stock for treasury          (16.2)       (17.8)   
  Cash dividends on common stock                 (17.8)       (16.5) 
                                                ------       ------   
Net cash used by
     financing activities                        (33.4)       (26.4)

Effect of Exchange Rate Changes on Cash            1.0            - 
                                                ------       ------ 
Decrease in Cash and
     Cash Equivalents                            (59.0)        (7.6)
                                             
Cash and Cash Equivalents, 
     Beginning of Period                         152.2         84.0
                                                ------       ------  
Cash and Cash Equivalents,
     End of First Quarter                      $  93.2      $  76.4
                                                ======       ======   
                                          






See notes to consolidated financial statements.


                                       -3-


                         THE STANLEY WORKS AND SUBSIDIARIES                     
                         CONSOLIDATED STATEMENTS OF CHANGES
                               IN SHAREHOLDERS' EQUITY
                          (Unaudited, Millions of Dollars)
                                      
                                   Accumulated                         
                                      Other 
                                      Compre-                       Total
                    Common  Retained  hensive    ESOP  Treasury  Shareholders'
                     Stock  Earnings  Income     Debt    Stock     Equity
                    --------------------------------------------------------- 
Balance Jan 3, 1998 $ 230.9 $ 806.6   $(85.3)  $(223.8)  $(120.6)  $ 607.8
Comprehensive income: 
    Net earnings               36.4
    Foreign currency
      translation                        3.4
Total comprehensive 
  income                                                              39.8 
Cash dividends 
  declared                    (17.8)                                 (17.8)   
Net common stock 
  activity                     (5.1)                        (3.5)     (8.6)  
Tax benefit related
  to stock options              2.5                                    2.5
ESOP debt                                          2.7                 2.7
ESOP tax benefit                0.7                                    0.7
                    --------------------------------------------------------- 
Balance Apr 4, 1998 $ 230.9 $ 823.3   $(81.9)  $(221.1)   $(124.1)  $627.1
                    =========================================================
                    
                                    Accumulated  
                                      Other
                                      Compre-                      Total
                    Common  Retained  hensive   ESOP   Treasury  Shareholders'
                     Stock  Earnings  Income    Debt     Stock     Equity
                    --------------------------------------------------------- 
Balance Dec 28,1996 $ 230.9 $ 919.0  $(45.5)   $(234.8)   $(89.5)  $ 780.1 
Comprehensive income: 
    Net earnings               36.7
    Foreign currency
      translation                      (6.4)
Total comprehensive 
  income                                                              30.3
Cash dividends 
  declared                    (16.4)                                 (16.4)   
Net common stock 
  activity                     (3.4)                        (4.5)     (7.9)  
Tax benefit related
  to stock options              2.6                                    2.6
ESOP debt                                          2.5                 2.5
ESOP tax benefit                0.7                                    0.7
                    --------------------------------------------------------- 
Balance Mar 29,1997 $ 230.9 $ 939.2   $(51.9)  $(232.3)   $(94.0)   $791.9
                    =========================================================

See notes to consolidated financial statements.  
                                      -4-



                         THE STANLEY WORKS AND SUBSIDIARIES
            NOTES TO (Unaudited) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   April 4, 1998


NOTE A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles 
for interim financial statements and with the instructions to Form 10-Q and
Article 10 of Regulation S-X and do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements. In the opinion of management, all adjustments 
considered necessary for a fair presentation of the results of operations for 
the interim periods have been included. For further information, refer to the 
consolidated financial statements and footnotes included in the company's 
Annual Report on Form 10-K for the year ended January 3, 1998.

NOTE B - Earnings Per Share Computation

The following table reconciles the weighted average shares outstanding used to 
calculate basic and diluted earnings per share.
                                        1998           1997
                                     ----------     ----------  
Net earnings - 
  basic and diluted                      $ 36.4         $ 36.7 
                                     ==========     ==========  
Basic earnings per share - 
  weighted average shares            89,483,372     89,347,279

Dilutive effect of 
  employee stock options              1,036,763        790,378
                                     ----------     ----------
Diluted earnings per share -
  weighted average shares            90,520,135     90,137,657
                                     ==========     ==========
Earnings per share:
  Basic                                  $ 0.41         $ 0.41 
                                     ==========     ==========
  Diluted                                $ 0.40         $ 0.41 
                                     ==========     ==========
                                      
NOTE C - Inventories

The components of inventories at the end of the first quarter of 1998
and at year-end 1997, in millions of dollars, is as follows:

                            April 4            January 3
                               1998                 1998
                              ------              ------
Finished products            $ 223.7             $ 203.7
Work in process                 61.0                51.9
Raw materials                   44.1                43.8
Supplies                         2.4                 1.8
                              ------              ------
                             $ 331.2             $ 301.2
                              ======              ======
                                    -5-

NOTE D - Cash Flow Information

Interest paid during the first quarters of 1998 and 1997 amounted to $ 6.9
million and $5.1 million, respectively.  

Income taxes paid during the first quarters of 1998 and 1997 were $ 9.4
million and $17.3 million, respectively. 

Note E - Subsequent Event

On April 23, 1998 the company signed a definitive agreement to acquire 90% of 
the outstanding common shares of ZAG Industries, Ltd. an innovator of plastic 
storage products.  The acquisition will be accounted for by the purchase 
method of accounting.  This transaction is expected to close by the third 
quarter of this year and is not expected to be material to the company's 
financial position or results of operations.


Note F - Comprehensive Income

In June of 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 130 "Reporting Comprehensive 
Income".  The Statement, which the company adopted in the first quarter of 
1998, establishes standards for reporting and displaying comprehensive income 
and its components in financial statements.   Where applicable, earlier 
periods have been restated to conform to the standards set forth in SFAS No. 
130.  The company's comprehensive income consists of net earnings and foreign 
currency translation adjustments.  The company does not provide for U.S. 
income taxes on foreign currency translation adjustments because undistributed 
earnings of foreign subsidiaries are considered to be invested indefinitely or 
will be remitted substantially free of additional tax.  Accumulated other 
comprehensive income consists of foreign currency translation adjustments.


























                                  -6-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
        RESULTS OF OPERATIONS

Results of Operations

The attached table, "Price/Volume Information" provides detail of the changes 
in net sales by business segment and geographic region.  In addition, the 
attached tables, "Business Segment Information", provide clarification of 
reported operating results for the first quarter of 1998 and 1997, reconciling 
them with pro-forma or "core" results.  Core results exclude restructuring 
charges and restructuring-related transition costs associated with the 
company's restructuring plans, as well as certain other non-recurring costs.  
Restructuring charges include the severance associated with employment 
reductions, write-downs of assets either disposed of or impaired as a result 
of the initiatives or other business factors, environmental costs of 
remediating facilities to be closed or vacated and other similar exit costs.  
The restructuring-related transition costs are additional costs resulting from 
these major initiatives that are classified as period operating expenses 
within cost of sales or selling, general and administrative expense 
categories.  These include the costs of moving production equipment, operating 
duplicative facilities while transferring production or distribution, 
consulting costs incurred in planning and implementing changes and other types 
of costs that have been incurred to facilitate the changes encompassed by the 
restructuring initiatives.  Management judgmentally determines which costs 
should be classified as transition costs based on the criteria of whether the 
costs are unusual in nature and are expected to cease when the transition 
activities related to these initiatives end.  In addition, other non-recurring 
costs relate to the year 2000 systems compliance activities.  Because the 
presence of restructuring charges, transition and other non-recurring costs 
makes it difficult to see the underlying trends within the company's 
businesses, the company also presents its results on a pro forma or "core" 
basis, which excludes these charges incurred in the period being presented. 

Net sales for the first quarter were $672 million, up 4% from sales of $647 
million in the same quarter of last year.  Pricing continued to have a 
negative effect, especially in North American consumer and construction 
businesses, although the declines were the smallest since the first quarter of 
1997.  Volume increases from the recently acquired Atro business were offset 
by the effects of two divestitures: the garage related products business and  
the Access Technologies' European business.  Foreign currency translation also 
reduced sales by 1%.  Unit sales volume from ongoing businesses increased 6% 
over the prior year quarter.  This increase was led by the Mac Tools and the 
storage systems components of the mechanics tools business, fastening systems 
and mirrored closet doors in North America.  In addition, European sales, 
primarily carpenter's tools, continued to experience strong gains over the 
prior year.  The North American and European markets for the company's 
products continue to be extremely strong and made a substantial contribution 
to the sales gains achieved in the first quarter.

Gross profit of $237 million increased 10% from $215 million reported in 1997.  
Gross profit as a percent of sales increased from 33.3% to 35.3%.  The cost of 
sales in the first quarter reflected $4 million of restructuring-related 
transition costs, primarily for plant rationalization activities, as compared 
with $5 million in the first quarter of 1997.  Excluding transition costs, on 
a core basis, gross profit margin as a percent of sales increased to 35.9% 
from 34.1%. The MacDirect (TM) program provided an approximately one

                                       -7-
percentage point increase in gross margins over the prior year quarter. In 
addition, higher production volume and savings from productivity initiatives 
affected the consumer tools, mechanics tools and Mac Tools margins positively.

Selling, general and administrative expenses increased to $171 million in the 
first quarter 1998 from $153 million in 1997.  As a percent of sales, these 
expenses increased from 23.7% to 25.5%.  This increase reflected 
restructuring-related transition and other non-recurring costs of $12 million 
in the first quarter of 1998 as compared with $5 million last year.  This 
increase resulted from costs related to systems conversions for the Year 2000 
remediation (a large part of which standardizes the company's computer 
platforms), consulting and duplicative facility costs for centralizing North 
American distribution and other expenses related to the reorganization and 
centralization of support functions.  The restructuring related transition 
costs incurred last year related primarily to the centralization of North 
American order management and distribution.  On a core basis, excluding these 
transition costs, selling, general and administration expenses would have been 
23.7% of sales in 1998 as compared with 23.0% of sales in 1997.  Two factors 
caused the increase in operating expenses as a percent of sales.  The larger 
factor was the growth of the MacDirect (TM) venture. Higher gross margins and 
selling expenses are inherent in the growth of the MacDirect (TM) venture 
where the additional volume is generated from a direct sales force rather than 
through independent distributors.  Additionally, as planned, the early stages  
of the restructuring program to reallocate resources brings about a positive  
effect on gross margins, but also increases marketing, advertising and product 
development spending.  Increased spending on growth programs is being closely 
monitored and is limited to the extent of restructuring savings actually 
achieved.  

Net interest expense of $4.8 million, was slightly higher than the first 
quarter of 1997 due to higher net borrowings.  A slight decrease in Other, net 
expense resulted from lower charges for environmental remediation and currency 
losses.  In 1997, a net restructuring gain of $4.6 million reflected gains on 
divested businesses of $6.7 million offset by severance and other exit costs 
associated with restructuring.  

Reported net income of $36.4 million, or $.41 per basic share was slightly 
lower than the $36.7 million, or $.41 per basic share reported in the prior 
year quarter.  Diluted earnings per share was $.40 per share in 1998 versus 
$.41 per share in 1997.  On a core basis, net earnings increased 17% to $46.6 
million, or $.51 per diluted share, from $40.0 million, or $.44 per diluted 
share, in 1997.  

In the Tools segment overall, first quarter unit volume sales increased 7% 
over the prior year.  Consumer tools growth was 3%, with strength in Canada 
and Europe.  Industrial tools increased 12%, attributable to double-digit 
growth in Mac Tools in the U.S.  Engineered tools increased 7% in unit volume, 
with strong volumes in the air tools business and a continuation of sales 
strength of fastening tools and fasteners in North America, Europe and Latin 
America, despite an increasingly difficult pricing environment.  Core 
operating profits in the Tools segment for the quarter increased to 14.6% of 
sales, from 13.4% in the prior year quarter.  Though there was continued 
pricing pressure in fastening systems from low cost Asian imports, it was more 
than offset by volume, savings from productivity initiatives and continued 
performance improvements in the mechanics tools operations.  



                                    -8-
The Hardware segment experienced 7% unit volume growth in the first quarter, 
primarily from continued strong demand for Home Decor products in the U.S. and 
Canada.  Traditional hardware volumes were flat with last year's first quarter 
levels while core operating profits for this segment rebounded to 16.4% of 
sales, from 15.1% in the prior year.  

The Specialty Hardware segment experienced 1% unit volume growth; Access 
Technologies business sales volumes were up nearly 5% in the U.S. and the 
remaining components of the segment were flat.  Core operating profits showed 
a decline in profitability to 3.3% of sales, down from the 4.4% reported in 
last year's quarter.  This is attributable to losses in the European Access 
Technologies' business prior to its disposition.  Continuing elements of this 
segment yielded profit increases to approximately 5% of sales.  

Liquidity and Sources of Capital

Operations generated a $21 million net cash outflow in the first quarter of 
1998.  Typically cash generated in the first quarter is the lowest of the year 
due to the slight seasonality of sales and business patterns.  Inventory 
levels in the first quarter increased approximately $30 million from the 
beginning of the year.  This increase reflects the company's priority 
commitment to improving customer service. In addition, the company has 
implemented a SKU reduction program as well as an initiative to improve 
production planning.  The short-term inventory build is not expected to be a 
significant ongoing cash requirement and will be diminished as longer term 
improvements, including SKU reduction and improved production planning, are 
achieved.  In addition, approximately $8 million in cash payments related to 
restructuring, primarily severance were made in the first quarter of 1998, 
resulting in net restructuring reserves of $196 million at the end of the 
quarter.  

Capital expenditures of $7 million in the first quarter were abnormally low 
compared with prior year spending levels.  A major component of the company's 
restructuring initiative is the  improvement of manufacturing efficiency 
through the establishment of the Stanley Production System.  Activities 
associated with the SPS have temporarily reduced the capital required to 
expand or improve capacity.  The total anticipated spending for capital has 
not yet been determined, however, it is likely to be lower than the annual 
capital spending in prior years.  

Other Issues

The company is reviewing its products and manufacturing strategies in light of 
the December 1, 1997 Federal Trade Commission announcement of the Commission's 
enforcement policy with respect to "Made in USA" labeling.  In some cases, 
this review will result in the company's increasing the domestic content of 
products or changing the labeling of products.  The impact of these changes on 
the company's results of operations and financial position is not expected to 
be material.  

Subsequent Event  

On April 23, 1998, the company signed a definitive agreement to acquire 90% of 
the outstanding common shares of ZAG Industries Ltd., an innovator of plastic 
storage products.  The acquisition will be accounted for by the purchase 
method of accounting.  This transaction is expected to close by the third 
quarter of this year and is not expected to be material to the company's 
financial position or results of operations.

                                      -9-


                       THE STANLEY WORKS AND SUBSIDIARIES 
                             PRICE/VOLUME INFORMATION
                          (Unaudited, Millions of Dollars)
                                                                             
NET SALES
                                            First Quarter
                       -----------------------------------------------------
                                            Unit    ACQ/
                           1998    Price   Volume   DVT  Currency     1997
                       -----------------------------------------------------
INDUSTRY SEGMENTS
     Tools
       Consumer         $  176.6     1 %      3%    (1)%    (4)%    $  178.0 
       Industrial          147.5    (1)%     12%      -      -         132.6 
       Engineered          188.4    (2)%      7%     6 %    (2)%       172.1 
                          ------                                       -----  
         Total Tools       512.5    (1)%      7%     2 %    (2)%       482.7
                          
     Hardware               96.3    (3)%      7%      -     (1)%        93.1 
     Specialty Hardware     63.1     2 %      1%   (13)%    (1)%        70.8 
                          ------                                      ------    
       Consolidated     $  671.9    (1)%      6%     - %    (1)%     $ 646.6 
                          ======                                      ====== 
GEOGRAPHIC AREAS
     United States      $  475.7    (1)%      7%    (2)%    -       $  455.8 
     Europe                119.9     1 %      7%     8 %    (5)%       107.8 
     Other Areas            76.3     1 %      -     (2)%    (7)%        83.0 
                          ------                                      ------
       Consolidated     $  671.9    (1)%      6%     -      (1)%    $  646.6 
                          ======                                      ======



























                                   -10-
                         THE STANLEY WORKS AND SUBSIDIARIES 
                             BUSINESS SEGMENT INFORMATION
                           (Unaudited, Millions of Dollars)
OPERATING PROFIT
                                    First Quarter 1998
                      ------------------------------------------------------  
                                              Related                 Core
                                   Restrg   Transition               Profit
                       Reported    Charges     Costs     Core        Margin
                      ------------------------------------------------------   
INDUSTRY SEGMENTS
    Tools             $  62.9     $  -       $  12.0      $ 74.9      14.6% 
    Hardware             13.7        -           2.1        15.8      16.4% 
    Specialty Hardware   (0.1)       -           2.2         2.1       3.3% 
                        ------     ------     ------      ------  
       Total             76.5        -          16.3        92.8      13.8% 
    Net corporate                    -                           
       expenses         (11.5)       -            -        (11.5)  
    Interest expense     (6.8)       -            -         (6.8)   
                        ------     ------     ------      ------
    Earnings before 
       income taxes   $  58.2     $  -        $ 16.3      $ 74.5  
                        ======     ======     ======      ====== 
GEOGRAPHIC AREAS
    United States     $  55.2     $  -        $ 14.3      $ 69.5      14.6% 
    Europe               13.4        -           1.3        14.7      12.3%
    Other Areas           7.9        -           0.7         8.6      11.3% 
                        ------     ------     ------      ------ 
       Total          $  76.5     $  -       $  16.3     $  92.8      13.8%  
                        ======     ======     ======      ======


                                     First Quarter 1997
                     -------------------------------------------------------
                                   Restrg     Related                 Core
                                   & Other   Transition              Profit
                       Reported    Charges     Costs        Core     Margin
                     -------------------------------------------------------  
INDUSTRY SEGMENTS
    Tools             $  56.0     $   1.1     $  7.6      $  64.7     13.4%
    Hardware             11.8         0.4        1.9         14.1     15.1%
    Specialty Hardware    2.3         0.6        0.2          3.1      4.4%
                       ------      ------     ------       ------
       Total             70.1         2.1        9.7         81.9     12.7%
    Net corporate               
       expenses          (5.8)       (6.7)       0.1        (12.4)
    Interest expense     (5.6)         -          -          (5.6)
                       ------      ------     ------       ------ 
    Earnings before
       income taxes   $  58.7    $   (4.6)     $ 9.8      $  63.9
                       ======      ======     ======       ====== 
GEOGRAPHIC AREAS
    United States     $  53.2    $    1.2     $  7.6      $  62.0     13.6%
    Europe               11.3         0.4        1.1         12.8     11.9%
    Other Areas           5.6         0.5        1.0          7.1      8.6%
                       ------      ------     ------       ------
       Total          $  70.1    $    2.1     $  9.7      $  81.9     12.7%
          ======      ======     ======       ======

                                      -11-

PART II OTHER INFORMATION

Item 2. - Changes in Securities and Use of Proceeds

(c) Recent Sales of Unregistered Securities

(1) During the first fiscal quarter of 1998, 1,616 shares were issued to 
certain participants in the Company's U.K. Savings Related Share Plans (the 
"Savings Plan") who elected at the end of the five year savings period to 
receive the accumulated savings in the form of shares of the Company's stock 
rather than cash.  

(2) Participation in the Savings Plan is offered to all employees of the 
Company's subsidiaries in the United Kingdom.

(3) The total dollar value of the shares issued during the quarter was 
$27,263.35.

    520 shares were issued at  $18.15 per share with an aggregate value of 
       $9,438.00
    490 shares were issued at $15.33335 per share with an aggregate value of 
       $7,611.34
    550 shares were issued at $15.88335 per share with an aggregate value of 
       $8,735.84 
    42 shares were issued at $24.15 per share with an aggregate value of 
       $1,014.30
    14 shares were issued at $33.1333 per share with an aggregate value of 
       $463.87   

(4) Neither the options nor the underlying shares have been registered in 
reliance on an exemption from registration found in several no-action letters 
issued by the Division of Corporation Finance of the Securities and Exchange 
Commission. Registration is not required because the Company is a reporting 
company under the Securities Exchange Act of 1934, its shares are actively 
traded, the number of shares issuable under the Savings Plans is small 
relative to the number of shares outstanding, all eligible employees are 
entitled to participate, the shares are being issued in connection with the 
employees' compensation, not in lieu of it and there is no negotiation between 
the Company and the employee regarding the grant.

(5) Under the Savings Plans, employees are given the right to buy a specified 
number of shares with the proceeds of a "Save-as-You-Earn" savings contract.  
Under the savings contract, the employee authorizes 60 monthly deductions from 
his or her paycheck  At the end of the five year period, the employee may 
elect to (i) use all or a part of the accumulated savings to buy all or some 
of the shares under the employee's options, (ii) leave the accumulated savings 
with the financial institution that has custody of the funds for an additional 
two years or (iii) take a cash distribution of the accumulated savings.  The 
option to purchase shares will lapse at the end of the five year period if not 
exercised at that time.








                                        -12-
Item 6. - Exhibits and Reports on Form 8-K

(a) Exhibits 
           
         (1) See Exhibit Index on page 14
                                     
(b) Reports on Form 8-K.

         (1)  Registrant filed a Current Report on Form 8-K, dated January 29,
              1998, in respect of the Registrant's press release announcing 
              year end results.




           

                             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: May 19, 1998                  By:  Theresa F. Yerkes

                                         Theresa F. Yerkes
                                         Vice President and
                                         Controller (Chief Financial 
                                         Officer, Chief Accounting
                                         Officer and Authorized 
                                         Signatory of the Registrant)























                                    -13-


                               EXHIBIT INDEX


 (12) Statement re Computation of Ratios
 
 (27) Financial Data Schedule












































                                          -14-


                                            Exhibit 12

                 THE STANLEY WORKS AND SUBSIDIARIES
              COMPUTATION OF EARNINGS TO FIXED CHARGES
                      (In Millions of Dollars)

 
                                              FIRST QUARTER
                                            1998        1997     
                                          ------      ------
Earnings before income taxes               $58.2       $58.7

Add:
  Portions of rents representative of
     interest factor                         2.9         3.3
  Interest expense                           6.8         5.5
  Amortization of capitalized interest         -         0.1
                                          ------      ------
Income as adjusted                         $67.9       $67.6 
                                          ======      ======
 
Fixed charges:
   Interest expense                         $6.8        $5.5
   Portions of rents representative of
     interest factor                         2.9         3.3 
                                          ------      ------ 
Fixed charges                               $9.7        $8.8
                                          ======      ====== 

Ratio of earnings to fixed charges          7.00        7.68
                                          ======      ====== 


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Stanley Works and Subsidiaries Consolidated Balance Sheets and Statements
of Earnings and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               APR-04-1998
<CASH>                                          93,200
<SECURITIES>                                         0
<RECEIVABLES>                                  491,100
<ALLOWANCES>                                         0
<INVENTORY>                                    331,200
<CURRENT-ASSETS>                                88,300
<PP&E>                                       1,167,900
<DEPRECIATION>                                 666,300
<TOTAL-ASSETS>                               1,744,100
<CURRENT-LIABILITIES>                          602,600
<BONDS>                                        275,300
                                0
                                          0
<COMMON>                                       230,900
<OTHER-SE>                                     396,200
<TOTAL-LIABILITY-AND-EQUITY>                 1,744,100
<SALES>                                        671,900
<TOTAL-REVENUES>                               671,900
<CGS>                                          435,000
<TOTAL-COSTS>                                  435,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,800
<INCOME-PRETAX>                                 58,200
<INCOME-TAX>                                    21,800
<INCOME-CONTINUING>                             36,400
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    36,400
<EPS-PRIMARY>                                      .41
<EPS-DILUTED>                                      .40
        

</TABLE>


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