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

Mar 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANLEY WORKS (SWK)
CIK: 0000093556
Period of Report: 2008-03-03

Reporting Person: MATHIEU MARK J (V.P., Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-03	Common Stock	A	5597	—	Acquired	13630	Direct
2008-03-03	Common Stock	D	1760	$49.75	Disposed	11870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Interest in Employer Stock Fund	$	A	100.5857	Acquired		Common Stock (100.5857)	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: Exempt

F3: Shares issued pursuant to performance awards under the Company?s 1997 Long Term Incentive Plan for the 2005-2007 performance period

F4: Shares withheld to cover taxes with respect to performance awards