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

Jan 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-01-23

Reporting Person: MCILNAY DONALD R (Consumer Sales)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-23	Stock Options (Right to buy)	$39.735	A	5000	Acquired	2014-01-22	Common Stock (5000)	Direct
2004-01-23	Stock Options (Right to buy)	$39.735	A	5000	Acquired	2014-01-22	Common Stock (5000)	Direct
2004-01-23	Stock Options (Right to buy)	$39.735	A	5000	Acquired	2014-01-22	Common Stock (5000)	Direct
2004-01-23	Stock Options (Right to buy)	$39.735	A	5000	Acquired	2014-01-22	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10869.063	Direct
Common Stock	1501.535	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to buy)	$24.875	2009-10-03	Common Stock (100000)	100000	Direct
Stock Options (Right to buy)	$30.96	2012-10-16	Common Stock (25000)	25000	Direct
Stock Options (Right to buy)	$39	2011-10-18	Common Stock (20000)	20000	Direct