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As Filed with the Securities and Exchange Commission on June 7, 2006.

Registration Statement No. 333-133027

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 3
to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE STANLEY WORKS

(Exact name of registrant as specified in its charter)

Connecticut	3420	06-0548860
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	I.R.S. Employer Identification No.)

THE STANLEY WORKS CAPITAL TRUST I

(Exact name of registrant as specified in its charter)

Delaware	6719	20-3765759
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

c/o The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
(860) 225-5111
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Bruce H. Beatt, Esq.
Vice President, General Counsel and Secretary
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: (860) 225-5111
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

        The Registrants are filing this Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-133027) solely for the purpose of filing Exhibits 5.1 and 5.2 thereto, and no changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        Sections 33-770 through 33-776 of the CBCA provide that a corporation in The Stanley Works' circumstances shall indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred by him, including attorneys' fees, for actions brought against him in his capacity as a director or officer, when it is determined by certain disinterested parties that he acted in good faith in a manner he reasonably believed to be in the corporation's best interest (or in the case of conduct not in his official capacity, at least not opposed to the best interests of the corporation). In any criminal action or proceeding, it also must be determined that the director or officer had no reasonable cause to believe that his conduct was unlawful. The director or officer must also be indemnified when he is wholly successful on the merits or otherwise in the defense of a proceeding or in circumstances where a court determines that he is entitled to indemnification or that it is fair and reasonable that the director or officer be indemnified. In connection with shareholder derivative suits, the director or officer may not be indemnified except for reasonable expenses incurred in connection with the proceeding (and then only if it is determined that he met the relevant standard of conduct described above), subject, however, to courts' power under Section 33-774 to order indemnification. Unless ordered by a court under Section 33-774, a corporation may not indemnify a director with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not he was acting in his official capacity.

        The Stanley Works Certificate of Incorporation provides that no director of The Stanley Works will be personally liable to The Stanley Works or any of its shareholders for monetary damages in an amount greater than the compensation received by that director for serving The Stanley Works during the year of the violation to the extent permitted by applicable law, which permits such limitation provided that such violation must not involve a knowing and culpable violation of law, enable the director or an affiliate to receive an improper personal gain, show a lack of good faith and a conscious disregard for the director's duty to the corporation, amount to an abdication of the director's duty to the corporation, or create liability for an unlawful distribution. See "Description of Securities—Description of Capital Stock—Anti-Takeover Effects of Provisions of the Certificate of Incorporation, Bylaw and Other Agreements—Limitation of Liability of Directors" in the prospectus.

        Our bylaws also provide for the indemnification of directors and officers to the extent permitted by applicable law.

        The Company has purchased insurance providing officers and directors of the Company (and their heirs and other legal representatives) coverage against certain liabilities arising from any negligent act, error, omission or breach of duty claimed against them solely by reason of their being such officers and directors, and providing coverage for the Company against its obligation to provide indemnification as required by the above-described statute.

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Item 21. Exhibits and Financial Statement Schedules.

Index of Exhibits

Exhibit Number	Description
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to the Annual Report of The Stanley Works on Form10-K for the fiscal year ended January 2, 1999).
3.2	Amended Bylaws (incorporated by reference to Exhibit 3(ii) to the Annual Report of The Stanley Works on Form 10-K for the fiscal year ended December 29, 2001).
4.1	Indenture dated as of November 22, 2005 between The Stanley Works and HSBC Bank USA, National Association as trustee, relating to the Junior Subordinated Debt Securities (incorporated by reference to Exhibit 4.5 to The Stanley Works current report on Form 8-K filed on November 29, 2005).
4.2	First Supplemental Indenture Indenture dated as of November 22, 2005 between The Stanley Works and HSBC Bank USA, National Association as trustee, relating to the Junior Subordinated Debt Securities (incorporated by reference to Exhibit 4.6 to The Stanley Works current report on Form 8-K filed on November 29, 2005).
*4.3	Form of Certificate of Restricted Junior Subordinated Debt Securities.
*4.4	Form of Certificate of Exchange Junior Subordinated Debt Securities.
*4.5	Certificate of Trust of The Stanley Works Capital Trust I.
4.6	Amended and Restated Declaration of Trust of The Stanley Works Capital Trust I (incorporated by reference to Exhibit 4.9 to The Stanley Works current report on Form 8-K filed on November 29, 2005).
*4.7	Form of Certificate of Restricted Preferred Securities.
*4.8	Form of Certificate of Exchange Preferred Securities.
4.9	Preferred Securities Guarantee Agreement dated as of November 22, 2005 between The Stanley Works as Guarantor and HSBC Bank USA, National Association as trustee (incorporated by reference to Exhibit 4.8 to The Stanley Works current report on Form 8-K filed on November 29, 2005).
4.10	Registration Rights Agreement dated November 22, 2005 (incorporated by reference to Exhibit 4.11 to The Stanley Works current report on Form 8-K filed on November 29, 2005).
†5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
†5.2	Opinion of Kathryn P. Sherer, assistant general counsel of the Registrant.
*8.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain federal income tax matters.
*12	Computation of Consolidated Ratio of Earnings to Fixed Charges.
*23.1	Consent of Ernst & Young LLP.
23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibits 5.1 and 8.1)
23.3	Consent of Kathryn P. Sherer (included in Exhibit 5.2)

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*24	Powers of Attorney
*25.1	Form T-1 Statement of Eligibility of HSBC Bank USA, National Association to act as trustee under the Indenture.
*25.2	Form T-1 Statement of Eligibility of HSBC Bank USA, National Association to act as trustee under the Declaration of Trust of The Stanley Works Capital Trust I.
*25.3	Form T-1 Statement of Eligibility of HSBC Bank USA, National Association to act as trustee under the Exchange Guarantee.
*99.1	Form of Letter to Clients.
*99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

*

previously filed

†

filed herewith

Item 22. Undertakings.

        Each of the undersigned registrants hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new

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registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        Each of the undersigned registrants hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S 4 and has duly caused this amendment to the registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Britain, State of Connecticut on June 7, 2006.

THE STANLEY WORKS
By:	/s/  CRAIG A. DOUGLAS Name: Craig A. Douglas Title: Vice President and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John F. Lundgren	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	June 7, 2006
* James M. Loree	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	June 7, 2006
* Donald Allan Jr.	Controller (Principal Accounting Officer)	June 7, 2006
* John G. Breen	Director	June 7, 2006
* Stillman B. Brown	Director	June 7, 2006
* Virgis W. Colbert	Director	June 7, 2006
* Emmanuel A. Kampouris	Director	June 7, 2006
* Eileen S. Kraus	Director	June 7, 2006

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* Kathryn D. Wriston	Director	June 7, 2006
* Lawrence A. Zimmerman	Director	June 7, 2006

*By:
/s/  CRAIG A. DOUGLAS Craig A. Douglas
Attorney in fact

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S 4 and has duly caused this amendment to the registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Britain, State of Connecticut on June 7, 2006.

THE STANLEY WORKS CAPITAL TRUST I
By:	/s/  CRAIG A. DOUGLAS Name: Craig A. Douglas Title: Trustee

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  CRAIG A. DOUGLAS Craig A. Douglas	Trustee	June 7, 2006
* Jeffrey D. Cataldo	Trustee	June 7, 2006
* Donald Allan Jr.	Trustee	June 7, 2006

*By:
/s/  CRAIG A. DOUGLAS Craig A. Douglas
Attorney in fact

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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Index of Exhibits
SIGNATURES
SIGNATURES

EX-5.1

Exhibit 5.1

        June 7, 2006

The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

The Stanley Works Capital Trust I
c/o The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

RE:

Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special counsel to The Stanley Works., a Connecticut corporation (the "Company"), and to The Stanley Works Capital Trust I, a Delaware statutory trust (the "Trust"), in connection with the public offering of the Trust's $450,000,000 aggregate liquidation amount of its 5.902% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (the "Exchange Preferred Securities") and related offering by the Company of $450,000,000 aggregate principal amount of its 5.902% Fixed Rate/Floating Rate Junior Subordinated Debt Securities due 2045 (the "Exchange Notes") and the Company's guarantee of the Trust's obligations under the Exchange Preferred Securities (the "Exchange Guarantee" and together with the Exchange Preferred Securities and the Exchange Notes, the "Exchange Securities"). The Exchange Securities are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount, or liquidation amount, as applicable, of the Trust's 5.902% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (the "Original Preferred Securities"), the Company's 5.902% Fixed Rate/Floating Rate Junior Subordinated Debt Securities due 2045 (the "Original Notes") and related guarantee by the Company of the Trust's obligation under the Original Preferred Securities (the "Original Guarantee" and together with the Original Preferred Securities and the Original Notes, the "Original Securities") which were issued on November 22, 2005. The Exchange Preferred Securities are to be issued pursuant to the amended and restated declaration of trust dated November 22, 2005 (the "Declaration") among the Company, as sponsor, the Trust, HSBC Bank, U.S.A., National Association, as Delaware trustee and property trustee (the "Institutional Trustee"), and the administrative trustees named therein, the Exchange Notes are to be issued under the indenture (the "Indenture") dated November 22, 2005 between the Company and HSBC Bank USA, National Association, as trustee (the "Indenture Trustee") and the Exchange Guarantee is made pursuant to the Preferred Securities Guarantee Agreement (the "Guarantee Agreement") between the Company and HSBC Bank, U.S.A., National Association as, trustee (the "Guarantee Trustee"), and as contemplated by the Registration Rights Agreement, dated as of November 22, 2005 (the "Registration Rights Agreement").

        This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act").

        In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

1.

the Registration Statement (the "Registration Statement") on Form S-4 relating to the Exchange Securities originally filed with the Securities and Exchange Commission (the "Commission") on April 5, 2006 as amended by Amendment No. 1 thereto filed with the Commission on May 10, 2006, Amendment No. 2 thereto filed with the Commission on May 26, 2006 and by Amendment No. 3 thereto to be filed with the Commission on the date hereof;



2.

executed copies of the Registration Rights Agreement;



3.

an executed copy of the Indenture;

4.

an executed copy of the Declaration;



5.

an executed copy of the Guarantee Agreement;



6.

the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Guarantee Trustee, filed as an exhibit to the Registration Statement;



7.

the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Institutional Trustee, filed as an exhibit to the Registration Statement;



8.

the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Indenture Trustee, filed as an exhibit to the Registration Statement;



9.

the form of the Exchange Preferred Securities;



10.

the form of Exchange Notes; and



11.

the form of Exchange Guarantee.

        We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

        In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company and the Trust, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. We have also assumed that the Company has been duly organized and is validly existing in good standing under the laws of the State of Connecticut and that the Company has complied and will comply with all aspects of applicable laws of jurisdictions other than the United States of America and the State of New York in connection with the transactions contemplated by the Indenture and the Registration Statement. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

        Our opinion set forth herein is limited to Delaware corporate law, the Delaware Statutory Trust Act and the laws of the State of New York that are normally applicable to securities of the type contemplated by the Indenture and the Guarantee Agreement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as "Opined on Law"). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

        To the extent that the opinions expressed herein relate to matters governed by the laws of the State of Connecticut, as you requested, we have relied, without independent verification or investigation of any kind, on the opinion of Kathryn P. Sherer, assistant general counsel of the Company, dated as of the date hereof, which is being filed herewith as Exhibit 5.2 to the Registration Statement, and our opinion is subject to the exceptions, qualifications and assumptions contained in such opinion.

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        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Registration Statement becomes effective:

1.

With respect to the Exchange Preferred Securities, when such Exchange Preferred Securities (in the form examined by us) have been duly executed and authenticated in accordance with the terms of the Declaration and have been issued and delivered upon consummation of the Exchange Offer against receipt of Original Preferred Securities surrendered in exchange therefor in accordance with the terms of the Exchange Offer, (1) the Exchange Preferred Securities will be duly authorized and will be validly issued, fully paid and nonassesable, representing undivided beneficial interests in the assets of the Trust, and (2) the holders of the Exchange Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the Delaware General Corporation Law. We bring to your attention, however, that the holders of the Exchange Preferred Securities may be obligated, pursuant to the Declaration, to (i) provide indemnity and/or security in connection with, and pay taxes or governmental charges arising from, transfers of Exchange Preferred Securities and (ii) provide security and indemnity in connection with the requests of, or directions to, the Institutional Trustee to exercise its rights and powers under the Declaration.



2.

With respect to the Exchange Guarantee, when the Exchange Preferred Securities (in the form examined by us) have been duly executed and authenticated in accordance with the terms of the Declaration and have been issued and delivered upon consummation of the Exchange Offer against receipt of Original Preferred Securities surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Guarantee, when duly executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and public policy considerations (regardless of whether enforceability is considered in a proceeding at law or in equity).



3.

With respect to the Exchange Notes, when such Exchange Notes are duly executed, delivered, authenticated and issued in accordance with the Indenture and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity and public policy considerations (regardless of whether enforceability is considered in a proceeding at law or in equity).

        In rendering the opinions set forth above, we have assumed that the execution and delivery by the Company and the Trust of the Declaration, the Indenture, the Guarantee Agreement and the Exchange Securities, the consummation by the Company and the Trust of the Exchange Offer and the performance by the Company and the Trust of their respective obligations under the Exchange Securities, do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company, the Trust or their respective properties are subject, except that we do not make this assumption with respect to those agreements and instruments which have been identified to us by the Company as being material to it and which are listed as exhibits in Part II of the Registration Statement.

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        We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP

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EX-5.2

Exhibit 5.2

June 7, 2006                             

The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

The Stanley Works Capital Trust I
c/o The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

RE:

Registration Statement on Form S-4

Ladies and Gentlemen:

        I am the Assistant General Counsel of The Stanley Works, a Connecticut corporation (the "Company"). I refer to the Registration Statement on Form S-4, as amended through the date hereof, originally filed by the Company and by The Stanley Works Capital Trust I, a Delaware statutory trust (the "Trust"), with the Securities and Exchange Commission (the "Commission") on April 5, 2006, in connection with the public offering of the Trust's $450,000,000 aggregate liquidation amount of its 5.902% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (the "Exchange Preferred Securities") and related offering by the Company of $450,000,000 aggregate principal amount of its 5.902% Fixed Rate/Floating Rate Junior Subordinated Debt Securities due 2045 (the "Exchange Notes") and the Company's guarantee of the Trust's obligations under the Exchange Preferred Securities (the "Exchange Guarantee" and together with the Exchange Preferred Securities and the Exchange Notes, the "Exchange Securities"). The Exchange Securities are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount, or liquidation amount, as applicable, of the Trust's 5.902% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (the "Original Preferred Securities"), the Company's 5.902% Fixed Rate/Floating Rate Junior Subordinated Debt Securities due 2045 (the "Original Notes") and the related guarantee by the Company of the Trust's obligation under the Original Preferred Securities (the "Original Guarantee" and together with the Original Preferred Securities and the Original Notes, the "Original Securities") which were issued on November 22, 2005. The Exchange Preferred Securities are to be issued pursuant to the amended and restated declaration of trust dated November 22, 2005 (the "Declaration") among the Company, as sponsor, the Trust, HSBC Bank, U.S.A., National Association, as Delaware trustee and property trustee (the "Institutional Trustee"), and the administrative trustees named therein, the Exchange Notes are to be issued under the indenture (the "Indenture") dated November 22, 2005 between the Company and HSBC Bank USA, National Association, as trustee (the "Indenture Trustee") and the Exchange Guarantee is made pursuant to the Preferred Securities Guarantee Agreement (the "Guarantee Agreement") between the Company and HSBC Bank, U.S.A., National Association as trustee (the "Guarantee Trustee"), and as contemplated by the Registration Rights Agreement, dated as of November 22, 2005 (the "Registration Rights Agreement").

        This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act").

        In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of:

1.

the Registration Statement (the "Registration Statement") on Form S-4 relating to the Exchange Securities originally filed with the Securities and Exchange Commission (the "Commission") on April 5, 2006 as amended by Amendment No. 1 thereto filed with the Commission on May 10, 2006, Amendment No. 2 thereto filed with the Commission on May 26, 2006 and by Amendment No. 3 thereto to be filed with the Commission on the date hereof;

2.

the Restated Certificate of Incorporation of the Company, as amended to date (the "Certificate of Incorporation");

3.

the By-Laws of the Company, as currently in effect (the "By-Laws");

4.

certified copies of certain resolutions of the Board of Directors of the Company relating to the issuance of the Exchange Securities and related matters;

5.

executed copies of the Registration Rights Agreement;

6.

an executed copy of the Indenture;

7.

an executed copy of the Declaration;

8.

an executed copy of the Guarantee Agreement;

9.

the form of the Exchange Preferred Securities;

10.

the form of Exchange Notes; and

11.

the form of Exchange Guarantee.

        I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinion set forth herein.

        In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

        The opinions expressed herein are limited to the laws of the State of Connecticut and I do not express any opinion herein concerning any other law.

        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

1.

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Connecticut.

2.

The Company has the power and authority, corporate or other, to execute and deliver the Exchange Securities and to consummate the transactions contemplated thereby.

3.

The Indenture has been duly authorized executed and delivered by the Company.

4.

The Declaration has been duly authorized executed and delivered by the Company.

5.

The Exchange Guarantee has been duly authorized executed and delivered by the Company.

6.

With respect to the Exchange Guarantee, when the Exchange Preferred Securities (in the form examined by me) have been duly executed and authenticated in accordance with the terms of the Declaration and have been issued and delivered upon consummation of the Exchange Offer

2

against receipt of Original Preferred Securities surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Guarantee, when duly executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and public policy considerations (regardless of whether enforceability is considered in a proceeding at law or in equity).

7.

With respect to the Exchange Notes, when such Exchange Notes are duly executed, delivered, authenticated and issued in accordance with the Indenture and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and public policy considerations (regardless of whether enforceability is considered in a proceeding at law or in equity).

        In rendering the opinions set forth above, I have assumed that the execution and delivery by the Company and the Trust of the Declaration, the Indenture, the Guarantee Agreement and the Exchange Securities, the consummation by the Company and the Trust of the Exchange Offer and the performance by the Company and the Trust of their respective obligations under the Exchange Securities, do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company, the Trust or their respective properties are subject, except that I do not make this assumption with respect to those agreements and instruments which have been identified to me by the Company as being material to it and which are listed as exhibits in Part II of the Registration Statement.

        Skadden, Arps Slate, Meagher & Flom LLP, may rely on this opinion in its entirety, as if it were addressed to them, in rendering their opinion dated as of the date hereof, which is to be filed herewith as Exhibit 5.1 to the Registration Statement.

        I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference to my name under the caption "Legal Matters" in the prospectus included in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Kathryn P. Sherer

3

CORRESP

June 7, 2006

Ms. Pamela A. Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Station Place
100 F Street, N.E.
Washington, DC 20549-7010

Re:

The Stanley Works Capital Trust I
The Stanley Works
Registration Statement on Form S-4
Filed April 5, 2006
File No. 333-133027

Dear Ms. Long:

        On behalf of our clients, The Stanley Works (the "Company") and The Stanley Works Capital Trust I (together with the Company, the "Registrants"), we hereby electronically transmit for filing under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S-T, Amendment No. 3 ("Amendment No. 3") to the Registration Statement (the "Registration Statement") on Form S-4 (File No. 333-133027). The changes in Amendment No. 3 include those made in response to the comments of the staff of the Securities and Exchange Commission (the "Staff") set forth in your letter dated June 2, 2006 (the "Comment Letter").

        Set forth below are the Registrants' responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold and italics and is followed by the corresponding response of the Registrants.

Exhibit 5.1, Opinion of Kathryn P. Sherer

1.

Submit a revised opinion of Connecticut counsel that reflects consideration of Amendment No. 2 and all subsequent amendments.

Counsel's opinions has been revised to reflect consideration of Amendment Nos. 2 and 3.

Exhibit 5.2, Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

2.

We note your response to comments 5-6 of our letter dated May 19, 2006. Nonetheless, the opinion that is required in the filing pertains to the enforceability of company's obligations under the law governing the instrument under which the securities are issued. The issues raised in your response affect the power and authority of the company to engage in the transaction, but do not address the enforceability of the substantive terms and conditions of the indenture, which define the rights of holders, under New York law. Accordingly, we reissue prior comments 5 and 6.

the Registrants have instructed Skadden, Arps, Slate, Meagher & Flom LLP to rely on Ms. Sherer's opinion with respect to matters of Connecticut law. Exhibit 5.1 and 5.2 have been revised accordingly.

*        *        *

        If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact the undersigned at (212) 735-2918.

	Very truly yours,
	/s/ Gregory A. Fernicola
cc: Mr. Bruce H. Beatt, Esq.