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* COLBERT VIRGIS (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) 03/30/2004
	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)	$31.31							10/16/2004	10/15/2013	Common Stock	2,318		2,318	D
Deferred Shares	$27.48							08/08/1988	08/08/1988	Common Stock	231.3886		231.3886	D
Deferred Shares	$29.39							08/08/1988	08/08/1988	Common Stock	2.4887		2.4887	D
Deferred Shares	$29.615							08/08/1988	08/08/1988	Common Stock	253.25		253.25	D
Deferred Shares	$30.045							08/08/1988	08/08/1988	Common Stock	49.9251		49.9251	D
Deferred Shares	$31.19							08/08/1988	08/08/1988	Common Stock	24.0462		24.0462	D
Deferred Shares	$31.2							08/08/1988	08/08/1988	Common Stock	24.0385		24.0385	D
Deferred Shares	$32.755							08/08/1988	08/08/1988	Common Stock	22.8973		22.8973	D
Deferred Shares	$32.985							08/08/1988	08/08/1988	Common Stock	22.7376		22.7376	D
Deferred Shares	$33.955							08/08/1988	08/08/1988	Common Stock	22.0881		22.0881	D
Deferred Shares	$35.705							08/08/1988	08/08/1988	Common Stock	42.0109		42.0109	D
Deferred Shares	$36.14							08/08/1988	08/08/1988	Common Stock	41.5053		41.5053	D
Deferred Shares	$36.98							08/08/1988	08/08/1988	Common Stock	81.125		81.125	D
Deferred Shares	$37.46							08/08/1988	08/08/1988	Common Stock	238.066		238.066	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	5.2117		5.2117	D
Deferred Shares	$38.225							08/08/1988	08/08/1988	Common Stock	19.6207		19.6207	D
Deferred Shares	$39.735							08/08/1988	08/08/1988	Common Stock	113.2503		113.2503	D
Deferred Shares	$43.39	03/30/2004		A(1)		7.272		08/08/1988(2)	08/08/1988(2)	Common Stock	7.272	$43.39	7.272	D

Explanation of Responses:

1. Acquisition upon deemed dividend on account "shares"

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	03/31/2004
	** 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).
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