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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-09	Common Stock	A	5600	—	Acquired	20066	Direct
2008-12-10	Common Stock	D	305	$34.00	Disposed	19761	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	15000	Acquired	2018-12-09	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27040	Indirect
Common Stock	2527.8456	Indirect
Common Stock	19187	Indirect

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.