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

Sep 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-09-28

Reporting Person: BREEN JOHN G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-28	Deferred Shares	$41.1150	A	52.7880	Acquired		Common Stock (52.7880)	Direct

Footnotes

F1: Book Entry of shares credited to Director's account upon the deferral of dividend payment pursuant to the Deferred Compensation Plan for Non-Employee Directors maintained by The Stanley Works

F2: Currently 100% vested

F3: The reporting director will receive common stock of the corporation on the first business day of the calendar year immediately following the year in which he ceases to be a director

F4: With dividend equivalent rights