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

Mar 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-03-19

Reporting Person: BEATT BRUCE H (General Counsel, Sect'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-19	Common Stock	M	20000	$21.9063	Acquired	21999.969	Direct
2004-03-19	Common Stock	S	20000	$39.2864	Disposed	1999.969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-19	Stock Options (Right to buy)	$21.9063	M	20000	Disposed	2010-10-08	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	532.8411	Indirect
Common Stock	355.8603	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to buy)	$31.31	2013-10-15	Common Stock (20000)	20000	Direct
Stock Options (Right to buy)	$39	2011-10-19	Common Stock (15000)	15000	Direct