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

Apr 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WRISTON KATHRYN D (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	1988-08-08	Common Stock (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
NQSO N-Emp. Dir. (Rights to Buy)	$23.22	2013-04-23	Common Stock (3000)	3000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$28.375	2010-04-19	Common Stock (2500)	2500	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$30.9063	2009-04-27	Common Stock (2000)	2000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$34.62	2011-04-18	Common Stock (3000)	3000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$44.41	2007-12-16	Common Stock (2000)	2000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$48.02	2012-04-24	Common Stock (3000)	3000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$51.84	2008-04-23	Common Stock (2000)	2000	Direct

Footnotes

F1: With dividend equivalent rights.

F2: The RSU's become unrestricted on such date as the reporting director ceases to be a member of the Board.