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

Mar 5, 2008

30549_dirs_2008-03-05_c948dd55-343a-46c9-8f5b-a88cd7fd909a.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: LOREE JAMES M (Executive Vice President, CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-03-03 Common Stock A 14186 Acquired 74605 Direct
2008-03-03 Common Stock D 5880 $49.75 Disposed 68725 Direct
2007-12-31 Common Stock J 14.7939 Acquired 2286.2335 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-02-29 Interest in Employer Stock Fund $ A 46.7512 Acquired Common Stock (46.7512) Direct
2008-02-29 Interest in Employer Stock Fund $ A 147.6946 Acquired Common Stock (147.6946) 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 numer 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