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

Jun 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-06-23

Reporting Person: HILL WILLIAM D (V.P. Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-23	Common Stock	M	27900	$24.9063	Acquired	29978.163	Direct
2004-06-23	Common Stock	S	27900	$45.00	Disposed	2078.163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-23	Stock Option (right to buy)	$24.9063	M	27900	Disposed	2009-10-20	Common Stock (27900)	Direct

Footnotes

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