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                              December 7, 2021

       Donald Allan, Jr.
       Chief Financial Officer
       Stanley Black & Decker, Inc.
       1000 Stanley Drive
       New Britain, Connecticut 06053

                                                        Re: Stanley Black &
Decker, Inc.
                                                            Form 10-K for the
Fiscal Year Ended January 2, 2021
                                                            Response dated
November 10, 2021
                                                            File No. 001-05224

       Dear Mr. Allan, Jr.:

              We have reviewed your November 10, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 30, 2021 letter.

       Form 10-K for the Fiscal Year Ended January 2, 2021

       Item 1
       Business, page 3

   1.                                                   We note your response
to prior comment 2. Please explain in greater detail how you
                                                        determined that pending
or existing climate change-related legislation, regulations, and
                                                        international accords
do not materially impact your business, financial condition, and
                                                        result of operations
and are not expected to. Please tell us how you considered providing
                                                        disclosure regarding
the difficulties involved in assessing the timing and effect of pending
                                                        climate change-related
regulation.
   2.                                                   Your response to prior
comment 3 appears to be conclusory in nature without providing
                                                        sufficient detail
regarding the indirect consequences of climate change-related regulation
 Donald Allan, Jr.
FirstName  LastNameDonald
Stanley Black & Decker, Inc.Allan, Jr.
Comapany7,
December   NameStanley
             2021       Black & Decker, Inc.
December
Page 2    7, 2021 Page 2
FirstName LastName
         or business trends, including the specific items noted in our comment.
Please describe the
         indirect consequences of climate change you considered in your
response and explain how
         you concluded they were not material.
3.       We note your response to prior comment 4, and partially reissue our
comment. Please
         provide additional information in support of your conclusions, and
address each of the
         elements of our prior comment. To the extent you quantified amounts,
such as weather-
         related damages and/or the cost and availability of insurance, please
provide these and
         explain how you analyzed materiality.
4.       Your response to comment 4 states, in part, that you have identified
severe weather events
         due to climate change as a potential material risk to your operations
and results within the
         Risk Factors section of your Form 10-K. However, this disclosure
appears to relate to
         importing products in a timely and cost-effective manner. Revise to
provide more
         expansive disclosure regarding the significant physical effects of
climate change, such as
         effects on the severity of weather.
5.       We note your response to prior comment 5. Please tell us about your
purchases and sales
         of carbon credits or offsets and provide us with additional detail
supporting your statement
         regarding materiality, including quantitative information.
Item 1A
Risk Factors, page 9

6.       Your response to prior comment 6 cites risk factor disclosure relating
to increased demand
         for battery technology. Please describe what other risks related to
energy transition are
         relevant in light of your industry and business operations (such as
those noted in our prior
         comment), and explain how you considered providing disclosure. Please
also explain
         how you evaluated the materiality of their effects on your business,
financial condition,
         and results of operations.
Financial Statements
Notes to Consolidated Financial Statements
Note J - Capital Stock, page 93

7.       We note your response to prior comment 7 where you state that your
original conclusion
         that the equity units issued in May 2017 and November 2019 represented
separate units of
         account was an error, and instead should be combined and accounted for
as a single unit
         of account. Your response also states that as a result of your
reassessment of the unit of
         account for the equity units, you concluded that the shares associated
with the combined
         instrument should be reflected in diluted earnings per share under the
if-converted
         method, instead of the treasury stock method that has been reflected
since the issuance of
         the equity units. Please respond to the following:

                Please clarify whether you believe the earnings per share error
of applying the
 Donald Allan, Jr.
FirstName  LastNameDonald
Stanley Black & Decker, Inc.Allan, Jr.
Comapany7,
December   NameStanley
             2021       Black & Decker, Inc.
December
Page 3    7, 2021 Page 3
FirstName LastName
              treasury stock method existed based on your original accounting
for the convertible
              preferred stock and the forward purchase contract (which together
form the equity
              units) separately as two units of account.
                Explain in more detail how the authoritative literature
referenced in your response
              demonstrates there was an error in your original determination
that the convertible
              preferred stock and forward purchase contract should be treated
as separate units of
              account.
                Tell us whether you had a contemporaneously documented
accounting policy for
              determining the unit of account at the time the equity units were
originally issued. If
              so, please tell us the documented policy and explain the specific
information that was
              overlooked or inappropriately analyzed in concluding that the
equity units should
              have been accounted for as a single unit of account.
                To the extent you have had an accounting policy related to
determining the unit of
              account, tell us whether the accounting policy has been
consistently applied for all
              other historical transactions in which the policy would apply,
and provide an example
              of when you have applied the accounting policy and determined a
single unit of
              account was appropriate.
                In your response you state the equity units substantially met
the four criteria outlined
              in the EITF 02-2 discussions, When Certain Contracts That Meet
the Definition of
              Financial Instruments Should Be Combined for Accounting Purposes,
              notwithstanding the fact that EITF 02-2 was never finalized and
thus is not
              authoritative. The fourth criteria in EITF 02-2 is that the
structure of the arrangement
              does not serve a substantive business purpose that is
fundamentally unrelated to the
              accounting. Tell us whether you believe the ability to legally
detach and separately
              exercise the forward contract had any substantive business
purpose unrelated to
              achieving a desired accounting outcome. If so, tell us why you
believe it is
              appropriate to analogize to this non-authoritative guidance when
it states that all of
              the four criteria should be met to combine contracts for
accounting purposes.
8.       We note your response to prior comment 7 where you state that the
effect of the errors is
         not material and thus will be reflected prospectively beginning in the
September 30, 2021
         Form 10-Q. Please provide us with a materiality analysis that includes
the following:
             The forward purchase contract error assuming your original
accounting based on two
             units of account for the equity units was not in error.
             The impact of the errors related to the use of the treasury stock
method and the
             forward purchase contracts as equity instruments on each quarterly
period.
             An analysis of whether the errors would be material absent an
expectation that
             analysts would revise their earnings per share expectations and
management
             compensation goals would have been adjusted had the if-converted
method been
             applied since issuance of the equity units.
             An analysis that addresses the qualitative nature of the errors
given they appear to
             result from a structured transaction designed to achieve a certain
impact on earnings
             per share.
 Donald Allan, Jr.
FirstName  LastNameDonald
Stanley Black & Decker, Inc.Allan, Jr.
Comapany7,
December   NameStanley
             2021       Black & Decker, Inc.
December
Page 4    7, 2021 Page 4
FirstName LastName
9.       We note your response to prior comment 8 where you acknowledge the
make-whole
         provision related to the forward purchase contract would preclude
equity classification
         when evaluating the forward purchase contracts as freestanding
instruments under ASC
         815-40. Please provide us with an assessment of the control deficiency
that appears to
         have existed in your original evaluation of the forward purchase
contracts as separate units
         of account. While we understand that you now believe the equity units
are a single unit of
         account and therefore would not result in an error since you believe
the embedded
         derivative guidance would be applied and the forward purchase contract
would be clearly
         and closely related to the host contract, it appears nonetheless that
a control weakness
         existed related to the forward purchase contract. Please provide us
with your assessment
         of that control weakness and what impacts, coupled with the earnings
per share control
         deficiency already identified, and any other control deficiencies
identified unrelated to this
         matter, but identified as part of your ICFR assessment, would have had
on management   s
         report on internal controls.
Form 10-Q for the Fiscal Quarter Ended July 3, 2021
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Business Segment Results, page 43

10.      We note your response to prior comment 12 and your disclosures that
acquisition-related
         and other charges primarily relate to functional transformation
initiatives, restructuring,
         deal costs and facility-related costs for year to date 2021 and
primarily to a cost reduction
         program, security business transformation and margin resiliency
initiatives among other
         items for 2020. Please further tell us the nature of and quantify the
functional
         transformation costs, security business transformation and margin
resiliency initiative
         components in your acquisition related and other charges adjustments.
Further, tell us
         how you considered Item 10(e)(1)(ii)(B) of Regulation S-K in
determining it was
         appropriate to include these components.
11.      We note your responses to prior comments 10, 11 and 12. Please revise
your 10-Q
         MD&A discussion to provide the reconciliations required by Item
10(e)(1)(i)(B) of
         Regulation S-K as previously requested in prior comment 11. In this
regard, we believe it
         would be meaningful to an investor to easily understand "Certain Items
Impacting
         Earnings" by providing these reconciliations as you have in Exhibit
99.2 of your earnings
         release furnished on October 28, 2021.
Form 8-K furnished October 28, 2021
Exhibit 99.1, page 6

12.      We note your reference to page 6 in the response to prior comment 13.
Such disclosure
         defines your non-GAAP measures as "organic sales growth," "operating
profit," and "free
         cash flow." However, page 1 references non-GAAP measures titled
"organic growth,"
         "operating margin," "diluted EPS excluding charges," and "adjusted
EPS." Please revise
 Donald Allan, Jr.
Stanley Black & Decker, Inc.
December 7, 2021
Page 5
         your disclosures to either consistently label your non-GAAP measures
or include the
         alternative labels in your disclosure on page 6. Additionally, revise
your narrative
         disclosure to include your non-GAAP measure of diluted EPS excluding
charges and
         revise to also include management's usefulness of your non-GAAP
Outlook measures
         including adjusted EPS.
       You may contact Heather Clark at 202-551-3624 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any other
questions.



FirstName LastNameDonald Allan, Jr.                          Sincerely,
Comapany NameStanley Black & Decker, Inc.
                                                             Division of
Corporation Finance
December 7, 2021 Page 5                                      Office of
Manufacturing
FirstName LastName