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

May 27, 2004

SEC Form 4/A — Form 4/A

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-04-23

Reporting Person: BROWN STILLMAN B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-23	Restricted Stock Units	$45.065	A	1500	Acquired		Common Stock (1500)	Direct

Footnotes

F1: This amendment is being filed to correct the vesting and expiration dates with respect to the listed derivative securities.

F2: With dividend equivalent rights.

F3: Currently 100% vested.

F4: The reporting director will receive a cash payment based on the market value of the Corporation's Common Stock at the time he
ceases to be a member of the Board.