STANLEY BLACK & DECKER, INC. — Director's Dealing 2006

Dec 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2006-12-11

Reporting Person: MCILNAY DONALD R (Pres.Ind.Tools& Emerging Mkts.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-21	Common Stock	A	700	—	Acquired	11500	Direct
2006-12-11	Common Stock	A	3750	—	Acquired	15250	Direct
2006-12-11	Common Stock	J	131.4428	—	Acquired	1523.4860	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-11	Interest in Employer Stock Fund	$	A	511.0920	Acquired		Common Stock (511.0920)	Direct
2006-12-11	Stock Option (right to buy)	$51.135	A	15000	Acquired	2016-12-10	Common Stock (15000)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 11/30/06, including aggregate number of shares acquired on various dates since date of last report

F2: Exempt

F3: Aggregate number of shares held in ESPP as of 11/21/06, including aggregate number of shares acquired on various dates since date of last report

F4: The option will become exercisable in four equal annual installments on December 11, 2007, 2008, 2009 and 2010

F5: Shares to be delivered upon vesting of restricted stock units that vest in four equal annual installments beginning on December 11, 2007

F6: Transfer of ESPP shares into a brokerage account