Edgar Filing: STANLEY WORKS

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Boswell Justin C

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2005

3. Issuer Name and Ticker or Trading Symbol
STANLEY WORKS [SWK]

(Last)

(First)

(Middle)

1000 STANLEY DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW BRITAIN, CT,Â X1Â 06053

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	2,371.025	I	Through Computershare under ESPP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Interest in Employer Stock Fund ⁽¹⁾	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	1,001.2484	$ ⁽⁹⁾	D	Â
Interest in Employer Stock Fund ⁽²⁾	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	903.6583	$ ⁽¹⁰⁾	D	Â
NQSO (rights to buy)	Â ⁽⁵⁾	10/18/2011	Common Stock	6,000	$ 39	D	Â
NQSO (rights to buy)	Â ⁽⁶⁾	10/16/2012	Common Stock	40,000	$ 30.96	D	Â
NQSO (rights to buy)	Â ⁽⁷⁾	10/15/2013	Common Stock	18,750	$ 31.31	D	Â
NQSO (rights to buy)	Â ⁽⁸⁾	10/15/2014	Common Stock	25,000	$ 41.425	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Boswell Justin C 1000 STANLEY DRIVE NEW BRITAIN, CT,Â X1Â 06053	Â	Â	Â Vice President	Â

Signatures

By: Justin C. Boswell		07/26/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 7/20/05
(2)	Represents number of shares held for the reporting person under the Company's Supplemental Savings Plan as of 7/20/05
(3)	Currently Vested
(4)	Distributions are generally made following termination of employment
(5)	6,000 shares exercisable on 10/19/06
(6)	20,000 shares exercisable on 10/17/05 & 20,000 shares exercisable on 10/17/07
(7)	6,250 shares exercisable on 10/16/05, 6,250 shares exercisable on 10/16/06 & 6,250 shares exercisable on 10/16/07
(8)	6,250 shares exercisable on 10/15/05, 6,250 shares exercisable on 10/15/06, 6,250 shares exerercisable on 10/15/07 & 6,250 shares exercisable on 10/15/08
(9)	Common shares purchased from time to time by the trustee of the plan for current market value
(10)	Common shares are credited from time to time based on current market value

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