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

Oct 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-10-11

Reporting Person: BEATT BRUCE H (V.P., Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-11	Common Stock	M	20000	$21.9063	Acquired	20000	Direct
2004-10-11	Common Stock	S	20000	$41.5739	Acquired	0	Direct
2004-10-13	Common Stock	J	33.258	—	Acquired	2033.227	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-11	Stock Option (right to buy)	$21.9063	M	20000	Acquired	2010-10-18	Common Stock (20000)	Direct
2004-10-13	Interest in Employer Stock Fund	$	A	64.9299	Acquired		Common Stock (64.9299)	Direct
2004-10-13	Interest in Employer Stock Fund	$	A	17.9428	Acquired		Common Stock (17.9428)	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: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 9/30/04, including aggregate number of shares acquired on various dates since date of last report

F3: Exempt

F4: Aggregate number of shares held in ESPP as of 10/13/04, including aggregate number of shares acquired on various dates since date of last report