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

Oct 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2008-10-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-16	Common Stock	A	359.1406	—	Acquired	2527.845	Indirect
2008-10-21	Common Stock	P	2700	$35.99	Acquired	19187	Indirect
2008-10-21	Common Stock	P	555	$35.99	Acquired	27040	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-23	Interest In Employer Stock Fund (401(k) Plan)	$	D	393.6591	Disposed		Common Stock (393.6591)	Direct
2008-10-23	Interest in Employer Stock Fund (Supplemental Plan)	$	A	391.1166	Acquired		Common Stock (391.1166)	Direct

Footnotes

F1: Exempt

F2: Exempt

F3: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 9/30/08, including aggregate number of shares acquired on various dates since date of last report

F4: Aggregate number of shares held in ESPP as of 9/30/2008 including aggregate number of shares acquired on various dates since date of late report.

F5: Represents number of shares notionally held for reporting person under the Company's 401(k) Savings Plan as of 9/30/08, including aggregate number of shares acquired 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.

F6: Shares acquired by a revocable trust established by the reporting person for the benefit of the reporting person's daughter.

F7: Shares acquired by a revocable trust established by the reporting person's spouse for the benefit of the reporting person's daughter.