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

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2005-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	Common Stock	M	20000	$20.3750	Acquired	20000	Direct
2005-02-01	Common Stock	S	20000	$46.9726	Disposed	0	Direct
2005-02-02	Common Stock	J	629.1907	—	Acquired	1958.8116	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-01	Stock Option (right to buy)	$20.3750	M	20000	Acquired	2010-10-18	Common Stock (20000)	Direct
2005-02-02	Interest in Employer Stock Fund	$	A	1.9095	Acquired		Common Stock (1.9095)	Direct
2005-02-02	Interest in Employer Stock Fund	$	A	54.9721	Acquired		Common Stock (54.9721)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 12/31/04, including aggregate number of shaes acquired on various dates since date of last report

F2: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 12/31/04, including aggregate number of shares acquired on various dates since date of last report

F3: Exempt

F4: Aggregate number of shares held in ESPP as of 12/31/04, including aggregate number of shares acquired on various dates since date of last report