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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-11	Common Stock	A	2500	—	Acquired	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-11	Interest in Employer Fund	$	A	44.4397	Acquired		Common Stock (44.4397)	Direct
2006-12-11	Stock Option (right to buy)	$51.135	A	10000	Acquired	2016-12-10	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 11/30/06, 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 11, 2007, 2008, 2009 and 2010

F4: Shares to be delivered upon vesting of restricted stock units that vest in four equal annual installments beginning on December 11, 2007