EXHIBIT 4(iv)(b) October 22, 1997 The Stanley Works 1000 Stanley Drive New Britain, CT 06053 Attention: Craig Douglas Ladies and Gentlemen: Reference is made to The Stanley Works' 364-Day Credit Agreement, dated as of October 23, 1996 (as amended,...

                                                               EXHIBIT 4(iv)(b)
October 22, 1997


The Xxxxxxx Works
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx

Ladies and Gentlemen:

Reference is made to The Xxxxxxx Works' 364-Day Credit Agreement, dated as of
October 23, 1996 (as amended, modified or supplemented from time to time, the
"Credit Agreement," the terms defined therein being used herein as therein
defined), among the undersigned, certain Lenders parties thereto, and Citibank,
N.A., as agent for said Xxxxxxx.

This letter is to confirm on behalf of all the Lenders that, effective on
October 22, 1997, the Termination Date is extended to October 21, 1998. Except
as expressly provided herein, the Credit Agreement shall remain unchanged and
in full force and effect.

                                                    Very truly yours,

                                                    CITICORP SECURITIES, INC.

                                                    By:    Xxxxx X. Xxxxxxxx
                                                       -----------------------
                                                    Title: Vice President


                                                    CITIBANK, N.A.

                                                    By:    Xxxxxx X. Xxxxxxxx
                                                       -----------------------
                                                    Title: Attorney-In-Fact

ACCEPTED AND AGREED 
this 23rd day of October, 1997:

THE XXXXXXX WORKS

By:    Xxxxx X. Xxxxxxx
   -----------------------
Title: Director, Corporate Finance