[Letterhead of The Stanley Works]
August 1, 2002
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Withdrawal of Registration Statement on Form S-4
Registration Number 333-89200
Original filing May 28, 2002
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, we
hereby withdraw the above referenced Registration Statement (the
"Registration Statement") of The Stanley Works, a Connecticut company and
The Stanley Works, Ltd., a Bermuda company, and hereby request that an
order consenting to the withdrawal be entered by the Securities and
Exchange Commission. The Form S-4 is being withdrawn due to the fact that
The Stanley Works and The Stanley Works, Ltd. have mutually terminated the
agreement and plan of merger described in the Form S-4. The Stanley Works
and The Stanley Works, Ltd. further advises the Commission that no
securities included in the Registration Statement have been or will be sold
or otherwise distributed.
Your assistance in this matter is greatly appreciated. Please feel
free to contact Margaret L. Wolff at (212) 735-2528 or Sean C. Doyle at
(212) 735-2554 with any questions you may have.
Sincerely,
THE STANLEY WORKS
By: /s/ Bruce H. Beatt
-------------------------
Bruce H. Beatt
Vice President, General Counsel
and Secretary
THE STANLEY WORKS, LTD.
By: /s/ Bruce H. Beatt
-----------------------------
Bruce H. Beatt
Secretary