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

Mar 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2007-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-16	Common Stock	A	22684	—	Acquired	37629	Direct
2007-03-16	Common Stock	D	9629	$53.98	Disposed	28000	Direct
2007-03-20	Common Stock	J	94.9297	—	Acquired	1627.6604	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-20	Interest in Employer Stock Fund	$	D	28.7213	Disposed		Common Stock (28.7213)	Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company?s 401(k) Savings Plan as of 2/28/07, 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 reduction in associated number of shares.

F2: Exempt

F3: Aggregate number of shares held in ESPP as of 3/13/07, including aggregate number of shares acquired on various dates since date of last report

F4: Shares issued pursuant to performance awards under the Company's 1997 Long Term Incentive Plan for the 2004-2006 performance period

F5: Shares withheld to cover taxes with respect to performance awards