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EXHIBIT 24.1
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 Jennifer O. Estabrook our true and lawful attorneys with full
power of substitution, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 of the Corporation filed
herewith (the "Registration Statement") relating to the shares of the
Corporation's common stock issued under the Savings Related Share Plan in the
United Kingdom and the resale of shares of the Corporation's common stock
purchased by employees under such plan, 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
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John M. Trani Chairman, May 26, 2000
------------------------ Chief
John M. Trani Executive Officer
and Director
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SIGNATURE TITLE DATE
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Stillman B. Brown Director May 26, 2000
------------------------
Stillman B. Brown
Mannie L. Jackson Director May 26, 2000
------------------------
Mannie L. Jackson
James G. Kaiser Director May 26, 2000
------------------------
James G. Kaiser
Eileen S. Kraus Director May 26, 2000
------------------------
Eileen S. Kraus
William Y. O'Connor Director May 26, 2000
------------------------
William Y. O'Connor
Hugo E. Uyterhoeven Director May 26, 2000
------------------------
Hugo E. Uyterhoeven
Director May 26, 2000
------------------------
Walter W. Williams
Kathryn D. Wriston Director May 26, 2000
------------------------
Kathryn D. Wriston
