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: 2004-04-26

Reporting Person: KRAUS EILEEN S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-26	Restricted Stock Units	$45.065	A	1500	Acquired		Common Stock (1500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Shares	$		Common Stock (14488.0925)	14488.0925	Direct
Deferred Shares	$24.10		Common Stock (311.2033)	311.2033	Direct
Deferred Shares	$27.48		Common Stock (272.9258)	272.9258	Direct
Deferred Shares	$27.485		Common Stock (137.305)	137.305	Direct
Deferred Shares	$29.39		Common Stock (135.4306)	135.4306	Direct
Deferred Shares	$29.615		Common Stock (253.25)	253.25	Direct
Deferred Shares	$30.375		Common Stock (49.3827)	49.3827	Direct
Deferred Shares	$30.925		Common Stock (49.9251)	49.9251	Direct
Deferred Shares	$31.19		Common Stock (48.0923)	48.0923	Direct
Deferred Shares	$31.20		Common Stock (96.1538)	96.1538	Direct
Deferred Shares	$32.985		Common Stock (22.7376)	22.7376	Direct
Deferred Shares	$33.955		Common Stock (22.0881)	22.0881	Direct
Deferred Shares	$35.705		Common Stock (21.0055)	21.0055	Direct
Deferred Shares	$36.98		Common Stock (121.6875)	121.6875	Direct
Deferred Shares	$37.46		Common Stock (200.2136)	200.2136	Direct
Deferred Shares	$37.635		Common Stock (19.9283)	19.9283	Direct
Deferred Shares	$37.73		Common Stock (109.7578)	109.7578	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 (98.7134)	98.7134	Direct

Footnotes

F1: These Deferred Shares were granted to the reporting director during her service on the Board prior to June 2003.

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 she ceases to be a member of the Board.

F4: This amendment is being filed to include certain prior holdings and to correct the vesting and expiration dates with respect
to the listed derivative securities.

F5: With dividend equivalent rights.

F6: The reporting director will receive a cash payment based on the market value of the Corporation's Common Stock at the time
she ceases to be a member of the Board.