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

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2004-01-22

Reporting Person: KRAUS EILEEN S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-22	Deferred Shares	$39.89	A	37.6034	Acquired	1988-08-08	Common Stock (37.6034)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	237.3532	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
NQSO N-Emp. Dir. (Rights to Buy)	$20.155	2004-09-30	Common Stock (1000)	1000	Direct
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)	$28.875	2006-07-31	Common Stock (1000)	1000	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
See Below	$26.505	1988-08-08	Common Stock (14488.0925)	14488.0925	Direct
Deferred Shares	$0	1988-08-08	Common Stock (311.2033)	311.2033	Direct
Deferred Shares	$27.48	1988-08-08	Common Stock (272.9258)	272.9258	Direct
Deferred Shares	$27.485	1988-08-08	Common Stock (137.305)	137.305	Direct
Deferred Shares	$29.39	1988-08-08	Common Stock (135.4306)	135.4306	Direct
Deferred Shares	$29.615	1988-08-08	Common Stock (253.25)	253.25	Direct
Deferred Shares	$30.375	1988-08-08	Common Stock (49.3827)	49.3827	Direct
Deferred Shares	$30.9251	1988-08-08	Common Stock (49.9251)	49.9251	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	$32.985	1988-08-08	Common Stock (22.7376)	22.7376	Direct
Deferred Shares	$33.955	1988-08-08	Common Stock (22.0881)	22.0881	Direct
Deferred Shares	$35.705	1988-08-08	Common Stock (21.0055)	21.0055	Direct
Deferred Shares	$37.635	1988-08-08	Common Stock (19.9283)	19.9283	Direct
Deferred Shares	$37.73	1988-08-08	Common Stock (109.7578)	109.7578	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