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

Feb 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2005-02-04

Reporting Person: LOREE JAMES M (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-04	Common Stock	M	20000	$20.375	Acquired	20000	Direct
2005-02-04	Common Stock	S	20000	$47.3804	Disposed	0	Direct
2005-02-07	Common Stock	J	170.6699	—	Acquired	2129.4815	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-04	Stock Option (right to buy)	$20.375	M	20000	Acquired	2010-10-18	Common Stock (20000)	Direct
2005-02-07	Interest in Employer Stock Fund	$	A	16.5699	Acquired		Common Stock (16.5699)	Direct
2005-02-07	Interest in Employer Stock Fund	$	A	1.0518	Acquired		Common Stock (1.0518)	Direct

Footnotes

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

F2: Represents numer of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of the date of this report including aggregate number of shares acquired on various dates since date of last report regarding such shares

F3: Exempt

F4: Aggregate number of shares held in ESPP as of the date of this report, including aggregate number of shares acquired on various dates since date of last report regarding such shares