STANLEY BLACK & DECKER, INC. — Director's Dealing 2007

May 23, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2007-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-22	Common Stock	M	15000	$41.4250	Acquired	45200	Direct
2007-05-22	Common Stock	S	15000	$61.50	Disposed	30200	Direct
2007-05-22	Common Stock	M	5600	$24.875	Acquired	35800	Direct
2007-05-22	Common Stock	S	5600	$62	Disposed	30200	Direct
2007-05-22	Common Stock	J	47.4648	—	Acquired	1731.1331	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-22	Interest in Employer Stock Fund	$	D	78.7178	Disposed		Common Stock (78.7178)	Direct
2007-05-22	Stock Option (right to buy)	$41.4250	M	15000	Disposed	2014-10-15	Common Stock (15000)	Direct
2007-05-22	Stock Option (right to buy)	$24.8750	M	5600	Disposed	2009-10-13	Common Stock (5600)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company?s 401(k) Savings Plan as of 4/30/07, including aggregate number of shares acquired or disposed of on various dates since date of last report. Because interest in Plan is denominated in cash, fluctuation in share price since the date of last report resulted in a small reduction in associated number of shares.

F2: Exempt

F3: Aggregate number of shares held in ESPP as of 5/15/07, including aggregate number of shares acquired on various dates since date of last report

F4: Pursuant to 10b5-1 Plan