Sec Form 4 Filing - GARLOCK JOHN G @ STANLEY WORKS - 2006-05-10

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 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 GARLOCK JOHN G 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) V.P., Pres.-Fastening Systems (Last) (First) (Middle) 1000 STANLEY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2006 (Street) NEW BRITAIN, CT06053 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/10/2006 M 50,000 A $ 19.3438 52,500 D Common Stock 05/10/2006 S 50,000 A $ 52.0629 2,500 D Common Stock ( 4 ) 05/10/2006 A 6.8517 ( 4 ) A 592.8793 I Through Computershare under ESPP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ( 1 ) ( 3 ) 05/10/2006 A 80.4418 ( 1 ) ( 3 ) ( 3 ) Common Stock 80.4418 ( 3 ) 761.4082 D Interest in Employer Stock Fund ( 2 ) ( 3 ) 05/10/2006 A 26.3551 ( 2 ) ( 3 ) ( 3 ) Common Stock 26.3551 ( 3 ) 1,295.0515 D Stock Option (right to buy) $ 19.3438 05/01/2006 M 50,000 10/18/2000 10/17/2010 Common Stock 50,000 $ 19.3438 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GARLOCK JOHN G 1000 STANLEY DRIVE NEW BRITAIN, CT06053 V.P., Pres.-Fastening Systems Signatures By: /s/ Bruce H. Beatt, Attorney-in-FAct 05/12/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents number of shares held for the reporting person under the Company's 401(k) Savings Plan as of 4/28/06, including aggregate number of shares acquired on various dates since date of last report ( 2 )Represents number of shares notionally held for reporting person under the Company's Supplemental Savings Plan as of 4/28/06, including aggregate number of shares acquired on various dates since date of last report ( 3 )Exempt ( 4 )Aggregate number of shares held in ESPP as of 4/3/06, including aggregate number of shares acquired on various dates since date of last report

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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