FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * MCILNAY DONALD R   2. Issuer Name and Ticker or Trading Symbol STANLEY WORKS [SWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres.Ind.Tools&Emerging Mkts (Last) (First) (Middle) 1000 STANLEY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2008 (Street) NEW BRITAIN, CT 06053 4. If Amendment, Date 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 (City) (State) (Zip) 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 Common Stock 10/16/2008   A V 359.1406 (4) A (1) 2,527.845 I Through Computershare Under Espp Common Stock 10/21/2008   P   2,700 (7) A $ 35.99 19,187 I Through Trust Common Stock 10/21/2008   P   555 (6) A $ 35.99 27,040 I Through Trusts

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Interest In Employer Stock Fund (401(k) Plan) (5)

(1)

10/23/2008(5)

D

393.6591

(1)

(1)

Common Stock

393.6591

(2)

4,121.919

D

Interest in Employer Stock Fund (Supplemental Plan) (3)

(2)

10/23/2008(3)

A

391.1166

(2)

(2)

Common Stock

391.1166

(1)

1,367.1454

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCILNAY DONALD R 1000 STANLEY DRIVE NEW BRITAIN, CT 06053			Pres.Ind.Tools&Emerging Mkts

Signatures

/s/ Bruce H. Beatt, Attorney-in-Fact		10/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Exempt
(2)	Exempt
(3)	Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 9/30/08, including aggregate number of shares acquired on various dates since date of last report
(4)	Aggregate number of shares held in ESPP as of 9/30/2008 including aggregate number of shares acquired on various dates since date of late report.
(5)	Represents number of shares notionally held for reporting person under the Company's 401(k) Savings Plan as of 9/30/08, including aggregate number of shares acquired on various dates since date of last report. Because interest in Plan is denominated in cash, fluctuation in share price since the date of last report resulted in a reduction in associated number of shares.
(6)	Shares acquired by a revocable trust established by the reporting person for the benefit of the reporting person's daughter.
(7)	Shares acquired by a revocable trust established by the reporting person's spouse for the benefit of the reporting person's daughter.

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