STANLEY BLACK & DECKER, INC. — Director's Dealing 2005

Dec 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2005-12-12

Reporting Person: MATHIEU MARK J (V.P., Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-12	Common Stock	A	2500	—	Acquired	2500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-12	Interest in Employer Stock Fund	$	A	12.8023	Acquired		Common Stock (12.8023)	Direct
2005-12-12	Stock Option (right to buy)	$47.29	A	10000	Acquired	2015-12-11	Common Stock (10000)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 11/30/05, including aggregate number of shares acquired on various dates since date of last report

F2: Exempt

F3: The option will become exercisable in four equal annual installments on December 12, 2006, 2007, 2008 and 2009.

F4: Shares to be delivered upon vesting of restricted stock units that vest in four equal annual installments beginning on December 12, 2006