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

Jun 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-06-24

Reporting Person: Davis Hubert Jr. (Vice President, CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-24	Common Stock	M	18750	$25.125	Acquired	22086.149	Direct
2004-06-24	Common Stock	S	18750	$45	Disposed	3336.149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-24	Stock Option (right to buy)	$25.125	M	18750	Acquired	2010-06-28	Common Stock (18750)	Direct

Footnotes

F1: Includes 649.149 shares held indirectly through Computershare under ESPP

F2: 50% of stock option exercisable 36 months and 50% exercisable 60 months following employment date (6/26/2000)