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

May 1, 2008

30549_dirs_2008-05-01_db57e656-2714-4891-9e40-e64559e0ba78.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2008-04-25

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-04-25 Common Stock A 100 $48.95 Acquired 16587 Indirect
2008-04-25 Common Stock A 1107 $49.02 Acquired 17694 Indirect
2008-04-25 Common Stock A 400 $49.04 Acquired 18094 Indirect
2008-04-25 Common Stock A 500 $48.98 Acquired 18594 Indirect
2008-04-25 Common Stock A 200 $49.05 Acquired 18794 Indirect
2008-04-25 Common Stock A 300 $49.03 Acquired 19094 Indirect
2008-04-25 Common Stock A 100 $48.99 Acquired 19194 Indirect
2008-04-25 Common Stock A 93 $49.07 Acquired 19287 Indirect
2008-04-25 Common Stock A 600 $49.06 Acquired 19887 Indirect
2008-04-25 Common Stock A 1600 $48.95 Acquired 21487 Indirect
2008-04-30 Common Stock G 4998 Disposed 14466 Direct
2008-04-30 Common Stock G 4998 Acquired 26485 Indirect
2008-03-31 Common Stock J 120.4381 Acquired 2168.7049 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-03-31 Interest in Employer Stock Fund $ A 562.3884 Acquired Common Stock (562.3884) Direct
2008-03-31 Interest in Employer Stock Fund $ A 290.4412 Acquired Common Stock (290.4412) Direct

Footnotes

F1: Shares gifted to a revocable trust for the benefit of the reporting person's daughter

F2: Shares acquired by a revocable trust established by the reporting person's spouse for the benefit of the reporting person's daughter

F3: Due to arithmetical errors, the number of shares directly held by the reporting person has been overstated in Form 4s filed since April 24, 2007. The correct total as of the date hereof is set forth herein

F4: Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 3/31/08, including aggregate number of shares acquired on various dates since date of last report

F5: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 3/31/08, including aggregate number of shares acquired on various dates since date of last report

F6: Exempt

F7: Aggregate number of shares held in ESPP as of 4/16/08, including aggregate number of shares acquired on various dates since date of last report