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

May 27, 2004

30549_dirs_2004-05-27_ef7063d7-2e11-4363-a87e-3d3587dc5f71.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

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

Reporting Person: BREEN JOHN G (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

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Deferred Shares $24.1 Common Stock (389.0041) 389.0041 Direct
Deferred Shares $27.48 Common Stock (341.1572) 341.1572 Direct
Deferred Shares $27.485 Common Stock (47.2976) 47.2976 Direct
Deferred Shares $29.09 Common Stock (25.7821) 25.7821 Direct
Deferred Shares $29.39 Common Stock (49.6423) 49.6423 Direct
Deferred Shares $29.615 Common Stock (316.5625) 316.5625 Direct
Deferred Shares $30.045 Common Stock (49.9251) 49.9251 Direct
Deferred Shares $30.375 Common Stock (49.3827) 49.3827 Direct
Deferred Shares $31.19 Common Stock (48.0923) 48.0923 Direct
Deferred Shares $31.2 Common Stock (96.1538) 96.1538 Direct
Deferred Shares $33.955 Common Stock (22.0881) 22.0881 Direct
Deferred Shares $35.705 Common Stock (42.0109) 42.0109 Direct
Deferred Shares $36.98 Common Stock (81.125) 81.125 Direct
Deferred Shares $37.46 Common Stock (250.267) 250.267 Direct
Deferred Shares $37.635 Common Stock (19.9283) 19.9283 Direct
Deferred Shares $37.73 Common Stock (42.7657) 42.7657 Direct
Deferred Shares $38.28 Common Stock (39.185) 39.185 Direct
Deferred Shares $39.735 Common Stock (37.7501) 37.7501 Direct
Deferred Shares $39.89 Common Stock (37.6034) 37.6034 Direct
Deferred Shares $43.39 Common Stock (40.1155) 40.1155 Direct

Footnotes

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

F2: Currently 100% vested.

F3: The reporting director will receive either Common Stock of the Corporation or 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.

F4: With dividend equivalent rights.

F5: 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.