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

Feb 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-01-30

Reporting Person: OPIE JOHN D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Deferred Shares	$37.785	A	19.8491	Acquired	1988-08-08	Common Stock (19.8491)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	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)	$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	$26.505	1988-08-08	Common Stock (4759.5729)	4759.5729	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 (47.7674)	47.7674	Direct
Deferred Shares	$29.09	1988-08-08	Common Stock (25.7821)	25.7821	Direct
Deferred Shares	$29.205	1988-08-08	Common Stock (25.6805)	25.6805	Direct
Deferred Shares	$29.335	1988-08-08	Common Stock (76.7002)	76.7002	Direct
Deferred Shares	$29.39	1988-08-08	Common Stock (51.437)	51.437	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 (98.7654)	98.7654	Direct
Deferred Shares	$31.03	1988-08-08	Common Stock (24.1702)	24.1702	Direct
Deferred Shares	$31.19	1988-08-08	Common Stock (96.1846)	96.1846	Direct
Deferred Shares	$31.2	1988-08-08	Common Stock (288.4615)	288.4615	Direct
Deferred Shares	$32.755	1988-08-08	Common Stock (22.8973)	22.8973	Direct
Deferred Shares	$32.985	1988-08-08	Common Stock (45.4752)	45.4752	Direct
Deferred Shares	$33.955	1988-08-08	Common Stock (44.1762)	44.1762	Direct
Deferred Shares	$35.705	1988-08-08	Common Stock (42.0109)	42.0109	Direct
Deferred Shares	$36.14	2013-12-16	Common Stock (41.5053)	41.5053	Direct
Deferred Shares	$37.635	1988-08-08	Common Stock (19.9238)	19.9238	Direct
Deferred Shares	$37.73	1988-08-08	Common Stock (46.9086)	46.9086	Direct
Deferred Shares	$39.735	1988-08-08	Common Stock (113.2503)	113.2503	Direct
Deferred Shares	$39.89	1988-08-08	Common Stock (37.6034)	37.6034	Direct

Footnotes

F1: Acquisition upon the deferral of meeting fee(s)

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