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: HILL WILLIAM D (V.P. Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-24	Common Stock	M	2100	$24.9063	Acquired	4178.163	Direct
2004-06-24	Common Stock	S	2100	$45.00	Disposed	2078.163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-24	Stock Option (right to buy)	$24.9063	M	2100	Disposed	2009-10-20	Common Stock (2100)	Direct

Footnotes

F1: Includes 2,078.163 shares held indirectly through Computershare under ESPP