SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Davis Hubert Jr.

(Last)

(First)

(Middle)

1000 STANLEY DRIVE

(Street)

NEW BRITAIN

06053

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2004

3. Issuer Name and Ticker or Trading Symbol
STANLEY WORKS [ SWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, CIO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,687	D
Common Stock	649.149	I	Through Computershare under ESPP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
NQSO (rights to buy)	⁽³⁾	06/28/2010	Common Stock	75,000	$25.125	D
NQSO (rights to buy)	⁽⁴⁾	10/18/2011	Common Stock	20,000	$39	D
NQSO (rights to buy)	⁽⁸⁾	10/16/2012	Common Stock	20,000	$30.96	D
NQSO (rights to buy)	⁽⁵⁾	10/15/2013	Common Stock	20,000	$31.31	D
Restricted Stock Units⁽⁶⁾	⁽⁹⁾	⁽⁷⁾	Common Stock	7,866	$25.125	D
Interest in Employer Stock Fund⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	737.0957	⁽¹¹⁾	D
Interest in Employer Stock Fund⁽²⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	698.1206	⁽¹²⁾	D

Explanation of Responses:

1. Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 5/18/04

2. Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 5/18/04

3. 50% of stock option exercisable 36 months and 50% exercisable 60 months following employment date (6/26/2000).

4. 50% of stock option exercisable 36 months and 50% exercisable 60 months following grant date (10/19/2001).

5. 25% exercisable on 10/16/2004 and an additional 25% is exercisable on each of the next three anniversaries of grant date (10/16/2003).

6. Includes dividend equivalent rights

7. RSUs are deferred and will not be issued until termination of employment

8. 50% of stock option exercisable 36 months and 50% exercisable 60 months following grant date (10/17/2002).

9. Currently vested

10. Distributions are generally made following termination of employment

11. Common shares purchased from time to time by the trustee of the plan for current market value

12. Common shares are credited from time to time based on current market value

Remarks:

	/s/ Bruce H. Beatt, Attorney-in-Fact	06/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.