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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SMITH DEREK V (Last) (First) (Middle) 1000 STANLEY DRIVE (Street) NEW BRITAIN CT 06053-1675 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/23/2004
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NQSO N-Emp. Dir. (Rights to Buy)	$48.02							04/25/2003	04/24/2012	Common Stock	3,000		3,000	D
NQSO N-Emp. Dir. (Rights to Buy)	$203.22							04/23/2004	04/23/2013	Common Stock	3,000		3,000	D
See Below	$26.505							08/08/1988	08/08/1988	Common Stock	2,678.8872		2,678.8872	D
Deferred Shares	$0							08/18/1988	08/08/1988	Common Stock	389.0041		389.0041	D
Deferred Shares	$27.48							08/08/1988	08/08/1988	Common Stock	341.1572		341.1572	D
Deferred Shares	$27.485							08/08/1988	08/08/1988	Common Stock	28.7119		28.7119	D
Deferred Shares	$27.98							08/08/1988	08/08/1988	Common Stock	26.8049		26.8049	D
Deferred Shares	$29.09							08/08/1988	08/08/1988	Common Stock	25.7821		25.7821	D
Deferred Shares	$29.205							08/08/1988	08/08/1988	Common Stock	25.6805		25.6805	D
Deferred Shares	$29.335							08/08/1988	08/08/1988	Common Stock	25.5667		25.5667	D
Deferred Shares	$29.39							08/08/1988	08/08/1988	Common Stock	32.6463		32.6463	D
Deferred Shares	$29.615							08/08/1988	08/08/1988	Common Stock	316.5625		316.5625	D
Deferred Shares	$30.045							08/08/1988	08/08/1988	Common Stock	49.9251		49.9251	D
Deferred Shares	$30.375							08/08/1988	08/08/1988	Common Stock	98.7654		98.7654	D
Deferred Shares	$31.03							08/08/1988	08/08/1988	Common Stock	24.1702		24.1702	D
Deferred Shares	$31.19							08/08/1988	08/08/1988	Common Stock	48.0923		48.0923	D
Deferred Shares	$31.2							08/08/1988	08/08/1988	Common Stock	144.2307		144.2307	D
Deferred Shares	$32.755							08/08/1988	08/08/1988	Common Stock	22.8973		22.8973	D
Deferred Shares	$33.955							08/08/1988	08/08/1988	Common Stock	44.1762		44.1762	D
Deferred Shares	$35.705							08/08/1988	08/08/1988	Common Stock	42.0109		42.0109	D
Deferred Shares	$37.635							08/08/1988	08/08/1988	Common Stock	19.9283		19.9283	D
Deferred Shares	$37.73							08/08/1988	08/08/1988	Common Stock	30.2173		30.2173	D
Deferred Shares	$39.735	01/23/2004		A(1)		75.5002		08/08/1988(2)	08/08/1988(2)	Common Stock	75.5002	$39.735	75.5002	D

Explanation of Responses:

1. Acquisition upon the deferral of meeting fee(s)

2. Book Entry of "shares" in Account under Deferred Compensation Plan for Non-Employees Directors maintained by The Stanley Works

	By:/s/Bruce Beatt, Attorney-in-Fact	01/26/2004
	** 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.
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