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

Mar 5, 2008

30549_dirs_2008-03-05_ffa28f7b-3081-42ea-afb1-db116601c181.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: 2008-03-03

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-03-03 Common Stock A 8685 Acquired 41838 Direct
2008-03-03 Common Stock D 3687 $49.75 Disposed 38151 Direct
2007-12-24 Common Stock J 13.2539 Acquired 2048.2668 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-02-29 Interest in Employer Stock Fund $ A 405.1650 Acquired Common Stock (405.1650) Direct
2008-02-29 Interest in Employer Stock Fund $ A 104.2589 Acquired Common Stock (104.2589) Direct

Footnotes

F1: Represents number of shares held for the reporting person under the Company?s 401(k) Savings Plan as of 2/29/08, including aggregate number of shares acquired or disposed of on various dates since date of last report.

F2: Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 2/29/08, including aggregate number of shares acquired on various dates since date of last report.

F3: Exempt

F4: Aggregate number of shares held in ESPP as of 1/31/08, including aggregate number of shares acquired on various dates since date of last report

F5: Shares issued pursuant to performance awards under the Company?s 1997 Long Term Incentive Plan for the 2005-2007 performance period

F6: Shares withheld to cover taxes with respect to performance awards