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

Sep 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2006-09-15

Reporting Person: Ansell Jeffrey D (V.P.,Pres. Consumer Tools)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-15	Common Stock	M	3000	$19.3438	Acquired	11250	Direct
2006-09-15	Common Stock	S	3000	$50.2854	Disposed	8250	Direct
2006-09-15	Common Stock	M	7200	$28.1875	Acquired	15450	Direct
2006-09-15	Common Stock	S	7200	$50.2854	Disposed	8250	Direct
2006-09-15	Common Stock	S	7000	$50.2854	Disposed	1250	Direct
2006-09-15	Common Stock	A	313.0139	—	Acquired	4469.0551	Indirect
2006-09-15	Common Stock	S	3434	$50.2854	Disposed	1035.0551	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-19	Interest in Employer Stock Fund	$	A	93.2082	Acquired		Common Stock (93.2082)	Direct
2006-09-19	Interest in Employer Stock Fund	$	A	46.0689	Acquired		Common Stock (46.0689)	Direct
2006-09-15	Stock Option (right to buy)	$19.3438	M	3000	Acquired	2010-10-18	Common Stock (3000)	Direct
2006-09-15	Stock Option (right to buy)	$28.1875	M	7200	Acquired	2010-04-19	Common Stock (7200)	Direct

Footnotes

F1: Shares sold pursuant to Rule 10b5-1 Plan

F2: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 8/31/06, including aggregate number of shares acquired on various dates since date of last report

F3: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 8/31/06, including aggregate number of shares acquired on various dates since date of last report

F4: Exempt

F5: Aggregate number of shares held in ESPP as of 9/12/06, including aggregate number of shares acquired on dates since date of last report

F6: 4,798 RSU shares sold and 2,202 RSU shares were withheld to cover tax withholding