STANLEY BLACK & DECKER, INC. — Director's Dealing 2008

Dec 11, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2008-12-09

Reporting Person: Chen Jeff Hung-Tse (V.P.,Pres.Stanley Asia)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-09	Common Stock	A	3750	—	Acquired	19875	Direct
2008-12-10	Common Stock	D	166	$34.00	Disposed	19709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-09	Stock Option (Right to Buy)	$33.345	A	12700	Acquired	2018-12-09	Common Stock (12700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3026.2436	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Interest In Employer Stock Fund (401(k) Plan)	$46.69		Common Stock (9084.4539)	9084.4539	Direct
Interest in Employer Stock Fund (Supplemental Plan)	$		Common Stock (2618.0063)	2618.0063	Direct

Footnotes

F1: The option will become exercisable in four equal annual installments beginning on the first anniversary of the date of grant.

F2: Shares to be delivered on vesting of restricted stock units that vest in four equal annual installments beginning on the first anniversary of the date of grant.

F3: Shares withheld to cover taxes on vesting of restricted stock units

F4: Aggregate number of shares held in ESPP as of the last day of the calendar month prior to the date of this report including shares acquired or disposed of on various dates since balance was last reported. Because interest in Plan is denominated in cash, fluctuation in share price since the balance was last reported may have resulted in either an increase or decrease in associated number of shares.

F5: Exempt

F6: Represents shares held for the reporting person under the Company's 401(k) Savings Plan as of the last day of the calendar month prior to the date of this report including shares acquired or disposed of on various dates since balance was last reported. Because interest in Plan is denominated in cash, fluctuation in share price since the balance was last reported may have resulted in either an increase or decrease in associated number of shares.

F7: Represents shares held for the reporting person under the Company's Supplemental Plan as of the last day of the calendar month prior to the date of this report including shares acquired or disposed of on various dates since balance was last reported. Because interest in Plan is denominated in cash, fluctuation in share price since this balance was last reported may have resulted in either an increase or decrease in associated number of shares.