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

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-05-25

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

Security	Shares	Ownership
Common Stock	2687	Direct
Common Stock	649.149	Indirect

Security	Exercise Price	Expiration	Underlying	Ownership
NQSO (rights to buy)	$25.125	2010-06-28	Common Stock (75000)	Direct
NQSO (rights to buy)	$39.00	2011-10-18	Common Stock (20000)	Direct
NQSO (rights to buy)	$30.96	2012-10-16	Common Stock (20000)	Direct
NQSO (rights to buy)	$31.31	2013-10-15	Common Stock (20000)	Direct
Restricted Stock Units	$25.125		Common Stock (7866)	Direct
Interest in Employer Stock Fund	$		Common Stock (737.0957)	Direct
Interest in Employer Stock Fund	$		Common Stock (698.1206)	Direct

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 5/18/04

F2: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 5/18/04

F3: 50% of stock option exercisable 36 months and 50% exercisable 60 months following employment date (6/26/2000).

F4: 50% of stock option exercisable 36 months and 50% exercisable 60 months following grant date (10/19/2001).

F5: 25% exercisable on 10/16/2004 and an additional 25% is exercisable on each of the next three anniversaries of grant date (10/16/2003).

F6: Includes dividend equivalent rights

F7: RSUs are deferred and will not be issued until termination of employment

F8: 50% of stock option exercisable 36 months and 50% exercisable 60 months following grant date (10/17/2002).

F9: Currently vested

F10: Distributions are generally made following termination of employment

F11: Common shares purchased from time to time by the trustee of the plan for current market value

F12: Common shares are credited from time to time based on current market value