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

Apr 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2006-04-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-18	Common Stock	M	10000	$31.31	Acquired	12500	Direct
2006-04-18	Common Stock	S	10000	$54.00	Disposed	2500	Direct
2006-04-18	Common Stock	M	12500	$30.96	Acquired	15000	Direct
2006-04-18	Common Stock	S	12500	$54.00	Disposed	2500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-18	Interest in Employer Stock Fund	$	A	11.8157	Acquired		Common Stock (11.8157)	Direct
2006-04-18	Stock Option (right to buy)	$31.31	M	10000	Disposed	2013-10-15	Common Stock (10000)	Direct
2006-04-18	Stock Option (right to buy)	$30.96	M	12500	Disposed	2012-10-16	Common Stock (12500)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 3/31/06, including aggregate number of shares acquired on various dates since date of last report

F2: Exempt