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^*

Ansell Jeffrey D

(Last)

(First)

(Middle)

1000 STANLEY DRIVE

(Street)

NEW BRITAIN, CT

06053

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2006

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)
	V.P., Pres. Consumer Tools

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	8,250⁽¹⁾	D
Common Stock	4,156.0412	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)
NSQO (rights to buy)	⁽²⁾	04/19/2010	Common Stock	10,000	$28.1875	D
NQSO (rights to buy)	⁽²⁾	10/18/2010	Common Stock	3,000	$19.3488	D
NQSO (rights to buy)	⁽³⁾	10/18/2011	Common Stock	20,000	$39	D
NQSO (rights to buy)	⁽⁴⁾	10/16/2012	Common Stock	10,000	$30.96	D
NQSO (rights to buy)	⁽⁵⁾	10/15/2013	Common Stock	15,000	$31.31	D
NQSO (rights to buy)	⁽⁶⁾	10/15/2014	Common Stock	10,000	$41.425	D
NQSO (rights to buy)	⁽⁷⁾	12/13/2015	Common Stock	5,000	$47.195	D
Interest in Employer Stock Fund⁽⁸⁾	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	966.4933	⁽¹²⁾	D
Interest in Employer Stock Fund⁽⁹⁾	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	883.3548	⁽¹³⁾	D

Explanation of Responses:

1. Shares include 7,000 RSUs which become exercisable 4/18/06; 312 shares which become exercisable 12/13/06, 312 shares which become exercisable 12/13/07, 312 shares which become exercisable 12/13/08, and 312 shares which become exercisable 12/13/09

2. Currently vested

3. 10,000 shares currently vested and 10,000 shares exercisable on 10/19/06

4. 5,000 shares currently vested and 5,000 shares exercisable on 10/17/07

5. 7,500 shares currently vested and 3,750 shares exercisable on 10/16/06 & 3,750 shares exercisable on 10/16/07

6. 2,500 shares currently vested and 2,500 shares exercisable on 10/15/06, 2,500 shares exercisable on 10/15/07 and 2,500 shares exercisable on 10/15/08

7. 1,250 shares exercisable on 12/13/06, 1,250 shares exercisable on 12/13/07, 1,250 shares exercisable on 12/13/08 and 1,250 shares exercisable on 12/13/09

8. Represents number of shares held for the reporting person under the Company?s 401(k) Savings Plan as of 1/31/06

9. Represents number of shares held for the reporting person under the Company?s Supplemental Savings Plan as of 1/31/06

10. Currently vested

11. Distributions are generally made following termination of employment

12. Common shares purchased from time to time by the trustee of the Plan for current market value

13. Common shares are credited from time to time based on currently market value

Remarks:

	Jeffrey D. Ansell	02/23/2006
	** 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.