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

May 9, 2005

30549_dirs_2005-05-09_16a5af3c-2915-4755-805d-67e7bd84ac9c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2005-04-27

Reporting Person: Chen Jeff Hung-Tse (V.P., Global Operations)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 820 Direct
Common Stock 2591.196 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Interest in Employer Stock Fund $ Common Stock (7034.4855) Direct
Interest in Employer Stock Fund $ Common Stock (1267.7415) Direct
NQSO (rights to buy) $43.41 2007-10-20 Common Stock (500) Direct
NQSO (rights to buy) $28.4688 2008-10-20 Common Stock (500) Direct
NQSO (rights to buy) $32.8125 2009-05-18 Common Stock (3000) Direct
NQSO (rights to buy) $24.9063 2009-10-20 Common Stock (1000) Direct
NQSO (rights to buy) $28.1875 2010-04-19 Common Stock (5000) Direct
NQSO (rights to buy) $19.3438 2010-10-18 Common Stock (1000) Direct
NQSO (rights to buy) $39 2011-10-18 Common Stock (2000) Direct
NQSO (rights to buy) $30.96 2012-10-16 Common Stock (5000) Direct
NQSO (rights to buy) $31.31 2013-10-15 Common Stock (5000) Direct
NQSO (rights to buy) $35.705 2013-12-20 Common Stock (5000) Direct
NQSO (rights to buy) $41.425 2014-10-15 Common Stock (10000) Direct
Restricted Stock Units $35.705 Common Stock (7500) Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 4/27/05

F2: Represents number of shares held for the reporting person under the Company's Supplemental Savings Plan as of 4/27/05

F3: Currently Vested

F4: Distributions are generally made following termination of employment

F5: 1,000 shares currently vested & 1,000 shares exercisable on 10/19/06

F6: 2,500 shares exercisable on 10/17/05 & 2,500 shares exercisable on 10/17/07

F7: 1,250 shares exercisable on 10/16/05, 1,250 shares exercisable on 10/16/06 & 1,250 shares exercisable on 10/16/07

F8: 1,250 shares exercisable on 12/17/05, 1,250 shares exercisable on 12/17/06 & 1,250 shares exercisable on 12/17/07

F9: 2,500 shares exercisable on 10/15/05, 2,500 shares exercisable on 10/15/06, 2,500 shares exerercisable on 10/15/07 & 2,500 shares exercisable on 10/15/08

F10: Common shares purchased from time to time by the trustee of the plan for current market value

F11: Common shares are credited from time to time based on current market value

F12: Includes dividend equivalent rights

F13: 1,875 became payable on 12/1/04, distribution has been deferred until the earlier of termination of employment or market price of $60/share; 1,875 are payable on 12/1/05, 1,875 are payable on 12/1/06 & 1,875 are
payable on 12/1/07