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

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2003-12-31

Reporting Person: SMITH DEREK V (Director)

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Deferred Shares	$37.73	A	30.2173	Acquired	1988-08-08	Common Stock (30.2173)	Direct

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
NQSO N-Emp. Dir. (Rights to Buy)	$48.02	2012-04-24	Common Stock (3000)	3000	Direct
NQSO N-Emp. Dir. (Rights to Buy)	$203.22	2013-04-23	Common Stock (3000)	3000	Direct
See Below	$26.505	1988-08-08	Common Stock (2678.8872)	2678.8872	Direct
Deferred Shares	$0	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 (28.7119)	28.7119	Direct
Deferred Shares	$27.98	1988-08-08	Common Stock (26.8049)	26.8049	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 (25.5667)	25.5667	Direct
Deferred Shares	$29.39	1988-08-08	Common Stock (32.6463)	32.6463	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 (48.0923)	48.0923	Direct
Deferred Shares	$31.2	1988-08-08	Common Stock (144.2307)	144.2307	Direct
Deferred Shares	$32.755	1988-08-08	Common Stock (22.8973)	22.8973	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	$37.635	1988-08-08	Common Stock (19.9283)	19.9283	Direct

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