SEC FORM 4/A

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^*

KRAUS EILEEN S

(Last)

(First)

(Middle)

1000 STANLEY DR

(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)
04/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/26/2004

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)

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)
Deferred Shares⁽¹⁾	⁽¹⁾							⁽²⁾	⁽³⁾	Common Stock	14,488.0925		14,488.0925	D
Deferred Shares⁽⁴⁾	$24.1							⁽²⁾	⁽³⁾	Common Stock	311.2033		311.2033	D
Deferred Shares⁽⁴⁾	$27.48							⁽²⁾	⁽³⁾	Common Stock	272.9258		272.9258	D
Deferred Shares⁽⁴⁾	$27.485							⁽²⁾	⁽³⁾	Common Stock	137.305		137.305	D
Deferred Shares⁽⁴⁾	$29.39							⁽²⁾	⁽³⁾	Common Stock	135.4306		135.4306	D
Deferred Shares⁽⁴⁾	$29.615							⁽²⁾	⁽³⁾	Common Stock	253.25		253.25	D
Deferred Shares⁽⁴⁾	$30.375							⁽²⁾	⁽³⁾	Common Stock	49.3827		49.3827	D
Deferred Shares⁽⁴⁾	$30.925							⁽²⁾	⁽³⁾	Common Stock	49.9251		49.9251	D
Deferred Shares⁽⁴⁾	$31.19							⁽²⁾	⁽³⁾	Common Stock	48.0923		48.0923	D
Deferred Shares⁽⁴⁾	$31.2							⁽²⁾	⁽³⁾	Common Stock	96.1538		96.1538	D
Deferred Shares⁽⁴⁾	$32.985							⁽²⁾	⁽³⁾	Common Stock	22.7376		22.7376	D
Deferred Shares⁽⁴⁾	$33.955							⁽²⁾	⁽³⁾	Common Stock	22.0881		22.0881	D
Deferred Shares⁽⁴⁾	$35.705							⁽²⁾	⁽³⁾	Common Stock	21.0055		21.0055	D
Deferred Shares⁽⁴⁾	$36.98							⁽²⁾	⁽³⁾	Common Stock	121.6875		121.6875	D
Deferred Shares⁽⁴⁾	$37.46							⁽²⁾	⁽³⁾	Common Stock	200.2136		200.2136	D
Deferred Shares⁽⁴⁾	$37.635							⁽²⁾	⁽³⁾	Common Stock	19.9283		19.9283	D
Deferred Shares⁽⁴⁾	$37.73							⁽²⁾	⁽³⁾	Common Stock	109.7578		109.7578	D
Deferred Shares⁽⁴⁾	$38.28							⁽²⁾	⁽³⁾	Common Stock	39.185		39.185	D
Deferred Shares⁽⁴⁾	$39.735							⁽²⁾	⁽³⁾	Common Stock	37.7501		37.7501	D
Deferred Shares⁽⁴⁾	$39.89							⁽²⁾	⁽³⁾	Common Stock	37.6034		37.6034	D
Deferred Shares⁽⁴⁾	$43.39							⁽²⁾	⁽³⁾	Common Stock	98.7134		98.7134	D
Restricted Stock Units⁽⁴⁾	$45.065	04/26/2004		A		1,500⁽⁵⁾		⁽²⁾	⁽⁶⁾	Common Stock	1,500	$0	1,500	D

Explanation of Responses:

1. These Deferred Shares were granted to the reporting director during her service on the Board prior to June 2003.

2. Currently 100% vested.

3. The reporting director will receive either Common Stock of the Corporation or a cash payment based on the market value of the Corporation's Common Stock at the time she ceases to be a member of the Board.

4. This amendment is being filed to include certain prior holdings and to correct the vesting and expiration dates with respect to the listed derivative securities.

5. With dividend equivalent rights.

6. The reporting director will receive a cash payment based on the market value of the Corporation's Common Stock at the time she ceases to be a member of the Board.

	By: /s/ Bruce Beatt, Attorney-in-Fact	05/27/2004
	** 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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