STANLEY WORKS
8-K, 1999-07-23
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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                       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): July 23, 1999


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


  Connecticut                     1-5224                        06-058860
(State or other                 (Commission                 (IRS Employer
jurisdiction of                 File Number)                Identification No.)
incorporation)



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 5 Pages



<PAGE>



         Item 5.  Other Events.


                  1.  On July 23, 1999, the Registrant issued cautionary
statements  relating to certain forward looking statements made at a
presentation  to  analysts.  Attached  as  Exhibit  (20)(i)  is a  copy
of  the cautionary statements.



         Item 7.  Financial Statements and Exhibits.


          (c)  20(i)  Cautionary statements under the Private
                      Securities Litigation Reform Act of 1995.





































                        Page 2 of 5 Pages


<PAGE>



                                    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: July 23, 1999             By:       Stephen S. Weddle
                                Name:     Stephen S. Weddle
                                Title:    Vice President,
                                          General Counsel and
                                          Secretary
































                                Page 3 of 5 Pages



<PAGE>



                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                               Dated July 23, 1999



                  Exhibit No.                    Page
                  20(i)                            5










































                                Page 4 of 5 Pages


<PAGE>


                                                                   Exhibit 20(i)

                              CAUTIONARY STATEMENTS
           Under the Private Securities Litigation Reform Act of 1995

         Certain  statements  made in a presentation to analysts today regarding
(1) the  projected  revenue from the sale of new products and (2) the  projected
revenue growth for Mac Tools and the storage business are forward looking. These
forward  looking  statements  are based on assumptions of future events that may
not prove to be accurate and,  therefore,  certain risks and  uncertainties  are
inherent in the company's ability to realize the expectations contained in them.

         The  achievement of the expected  revenue from the sale of new products
will depend on the company's ability to successfully commercialize new products,
the acceptance of those products in the marketplace and the company's ability to
satisfy demand for the new products.

         The  achievement  of  revenue  growth  in Mac Tools is  dependent  upon
several factors. These include the company's ability to (i) develop sales in new
markets,  (ii) slow or eliminate sales force attrition,  (iii) improve candidate
screening,  (iv) recruit new employees and distributors,  (v) improve comparable
sales for existing trucks and (vi)  successfully  implement  systems changes and
outsourcing  necessary to solve Year 2000  issues.  The  achievement  of revenue
growth in the storage business  depends in part on increased  toolbox sales as a
by product of Mac Tools growth and in part from the growth of the ZAG  business.
The  company's  ability  to  achieve  its  growth  goals for ZAG will  depend on
continued success with new products, expansion of new sales channels and product
markets and expanded access to external  manufacturing  capacity to keep up with
demand.

         The company's  ability to achieve the goals outlined above will also be
affected by external  factors that may occur during the  remainder of this year.
These include pricing  pressures and other changes within  competitive  markets;
the continued consolidation of customers in consumer channels; increasing global
competition; changes in trade, monetary and fiscal policies and laws; inflation;
currency  exchange  fluctuations  and  the  impact  of  dollar/foreign  currency
exchange rates on the competitiveness of products; and recessionary or expansive
trends in the economies of the world in which the company operates.




                                Page 5 of 5 Pages


<PAGE>





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