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

Mar 31, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-03-30

Reporting Person: BREEN JOHN G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-30	Deferred Shares	$43.39	A	40.1155	Acquired	1988-08-08	Common Stock (40.1155)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
NQSO N-Emp. Dir. (Rights to Buy)	$23.22	2013-04-22	Common Stock (3000)	3000	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)	$48.02	2012-04-24	Common Stock (3000)	3000	Direct
See Below	$2624.505	1988-08-08	Common Stock (4708.9355)	4708.9355	Direct
Deferred Shares	$24.1	1988-08-08	Common Stock (389.0041)	389.0041	Direct
Deferred Shares	$27.48	1988-08-08	Common Stock (341.1572)	341.1572	Direct
Deferred Shares	$27.485	1988-08-08	Common Stock (47.2976)	47.2976	Direct
Deferred Shares	$29.09	1988-08-08	Common Stock (25.7821)	25.7821	Direct
Deferred Shares	$29.39	1988-08-08	Common Stock (49.6423)	49.6423	Direct
Deferred Shares	$29.615	1988-08-08	Common Stock (316.5625)	316.5625	Direct
Deferred Shares	$30.045	1988-08-08	Common Stock (49.9251)	49.9251	Direct
Deferred Shares	$30.375	1988-08-08	Common Stock (49.3827)	49.3827	Direct
Deferred Shares	$31.19	1988-08-08	Common Stock (48.0923)	48.0923	Direct
Deferred Shares	$31.2	1988-08-08	Common Stock (96.1538)	96.1538	Direct
Deferred Shares	$33.955	1988-08-08	Common Stock (22.0881)	22.0881	Direct
Deferred Shares	$35.705	1988-08-08	Common Stock (42.0109)	42.0109	Direct
Deferred Shares	$36.98	1988-08-08	Common Stock (81.125)	81.125	Direct
Deferred Shares	$37.46	1988-08-08	Common Stock (250.267)	250.267	Direct
Deferred Shares	$37.635	1988-08-08	Common Stock (19.9283)	19.9283	Direct
Deferred Shares	$37.73	1988-08-08	Common Stock (42.7657)	42.7657	Direct
Deferred Shares	$38.28	1988-08-08	Common Stock (39.185)	39.185	Direct
Deferred Shares	$39.735	1988-08-08	Common Stock (37.7501)	37.7501	Direct
Deferred Shares	$39.89	1988-08-08	Common Stock (37.6034)	37.6034	Direct

Footnotes

F1: Acquisition upon deemed dividend on account "shares"

F2: Book Entry of "shares" in Account under Deferred Compensation Plan for Non-Employees Directors maintained by The Stanley Works