STANLEY BLACK & DECKER, INC. — Director's Dealing 2004

Oct 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-10-15

Reporting Person: MATHIEU MARK J (V.P., Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-15	Stock Option (Right to Buy)	$41.425	A	20000	Acquired	2014-10-14	Common Stock (20000)	Direct
2004-10-19	Interest in Employer Stock Fund	$	A	27.0797	Acquired		Common Stock (27.0797)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 9/30/04, including aggregate number of shares acquired on various dates since date of last report

F2: Exempt

F3: The option will become exercisable in four equal annual installments on October 15, 2005, 2006, 2007 and 2008