SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Davis Hubert Jr.

(Last)

(First)

(Middle)

1000 STANLEY DRIVE

(Street)

NEW BRITAIN

06053

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽⁴⁾	10/19/2004⁽⁴⁾		J		307.4929	A	⁽³⁾	956.6419	I	Through Computershare under ESPP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$41.425	10/15/2004		A		20,000		⁽⁵⁾	10/14/2014	Common Stock	20,000	$41.425	20,000	D
Interest in Employer Stock Fund⁽¹⁾	⁽³⁾	10/19/2004⁽¹⁾		A		8.4677⁽¹⁾		⁽³⁾	⁽³⁾	Common Stock	8.4677⁽¹⁾	⁽³⁾	745.5634	D
Interest in Employer Stock Fund⁽²⁾	⁽³⁾	10/19/2004⁽²⁾		A		63.1988⁽²⁾⁽²⁾		⁽³⁾	⁽³⁾	Stock Option	63.1988⁽²⁾	⁽³⁾	761.3194	D

Explanation of Responses:

1. Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 9/30/04, including aggregate number of shares acquired on various dates since date of last report

2. Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 9/30/04, including aggregate number of shares acquired on various dates since date of last report

3. Exempt

4. Aggregate number of shares held in ESPP as of 10/19/04, including aggregate number of shares acquired on various dates since date of last report

5. The option will become exercisable in four equal annual installments on October 15, 2005, 2006, 2007 and 2008

Remarks:

	By: /s/ Bruce H. Beatt, Attorney-in-Fact	10/19/2004
	** 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 4 (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.