As filed with the Securities and Exchange Commission on May 7, 2004.
                                                   Registration No. 333-________
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                         THE BLACK & DECKER CORPORATION
             (Exact name of registrant as specified in its charter)

            Maryland                                             52-0248090
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                               701 East Joppa Road
                             Towson, Maryland 21286
                    (Address of principal executive offices)

            The Black & Decker Corporation 2004 Restricted Stock Plan
                            (Full title of the plan)

                           Charles E. Fenton, Esquire
                    Senior Vice President and General Counsel
                         The Black & Decker Corporation
                               701 East Joppa Road
                             Towson, Maryland 21286
                                 (410) 716-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

--------------------------------------------------------------------------------
                                   Copies to:
                         Christopher R. Johnson, Esquire
                            Miles & Stockbridge P.C.
                                 10 Light Street
                            Baltimore, Maryland 21202
                                 (410) 385-3532
                              (410) 385-3700 (fax)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

      Title of securities              Amount to be      Proposed maximum     Proposed maximum         Amount of
        to be registered                registered        offering price     aggregate offering     registration fee
                                                          per share (1)          price (1)
---------------------------------------------------------------------------------------------------------------------

<S>                     <C>              <C>                 <C>                  <C>                    <C>
Common Stock, par value $.50 per         1,000,000           $57.825              $57,825,000            $7,400
share
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with  Rule 457 based on the  average  of the high and low sales
     prices per share of the Common Stock on May 3, 2004.

<PAGE>

--------------------------------------------------------------------------------
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The  following  documents  filed  by The  Black & Decker  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2003;

     (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 28, 2004;

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on April 15, 2004; and

     (d) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A  filed  with  the  Commission
pursuant to Section 12 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") on January 29, 1985,  and any amendment or report filed for the purpose of
updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.


Item 4.   Description of Securities.
          -------------------------

     Not Applicable


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     The Maryland General  Corporation Law authorizes  Maryland  corporations to
limit the  liability  of  directors  and  officers  to the  corporation  and its
stockholders  for money damages  except (i) to the extent that it is proved that
the  director or officer  actually  received  an  improper  benefit or profit in
money,  property or services,  for the amount of the benefit or profit  actually
received, (ii) to

<PAGE>

the extent that a judgment or other final  adjudication  adverse to the director
or officer is entered in a proceeding  based on a finding in the proceeding that
the director's or officer's  action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the  proceeding or (iii) in respect of certain  other actions not  applicable to
the Corporation.  The Registrant's Charter limits the liability of directors and
officers to the fullest  extent  permitted by the Maryland  General  Corporation
Law.

     The Maryland General Corporation Law also authorizes Maryland  corporations
to indemnify  present and past  directors and officers of the  corporation or of
another  corporation  for which  they serve at the  request  of the  corporation
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
(including attorneys' fees) actually incurred in connection with any threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation in respect of which the director or officer is adjudged to be liable
to the  corporation) in which they are made parties by reason of being or having
been directors or officers,  unless it is proved that (i) the act or omission of
the director or officer was material to the matter giving rise to the proceeding
and was  committed  in bad  faith or was the  result of  active  and  deliberate
dishonesty,  (ii) the director or officer actually received an improper personal
benefit in money,  property  or  services  or (iii) in the case of any  criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  The Maryland  General  Corporation  Law also provides
that, unless limited by the corporation's charter, a corporation shall indemnify
present and past directors and officers of the  corporation  who are successful,
on the  merits or  otherwise,  in the  defense  of any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  against reasonable expenses (including attorneys' fees) incurred
in connection with the proceeding.  The Registrant's  Charter does not limit the
extent of this indemnity.

     The  Bylaws of the  Registrant  permit  indemnification  of  directors  and
officers to the fullest  extent  permitted by the Maryland  General  Corporation
Law,  and the  Registrant's  directors  and  officers  are  covered  by  certain
insurance policies maintained by the Registrant.


Item 7.    Exemption from Registration Claimed.
           -----------------------------------

     Not Applicable


Item 8.    Exhibits.
           --------

Exhibit No.       Description of Exhibits
-----------       -----------------------

       4          The Black & Decker  Corporation  2004  Restricted  Stock Plan,
                  included as Exhibit B to the Proxy Statement,  dated March 16,
                  2004,  for the 2004  Annual  Meeting  of  Stockholders  of the
                  Registrant, is incorporated herein by reference.

       5          Opinion of Miles & Stockbridge P.C.


                                       -2-
<PAGE>

      23          Consent of  Independent  Auditors  (the  consent of counsel is
                  included in Exhibit 5).

      24          Powers of Attorney.


Item 9.    Undertakings.
           ------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

     Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities

                                       -3-

<PAGE>

Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      -4-
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Towson, State of Maryland, on May 6, 2004.


                                                  THE BLACK & DECKER CORPORATION

                                                  By:/s/ CHARLES E. FENTON
                                                     ---------------------------
                                                       Charles E. Fenton
                                                       Senior Vice President and
                                                       General Counsel


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Signature                     Title                             Date
     ---------                     -----                             ----

Principal Executive
Officer

/s/ NOLAN D. ARCHIBALD             Chairman, President               May 6, 2004
-------------------------          and Chief Executive
    Nolan D. Archibald             Officer

Principal Financial
Officer

/s/ MICHAEL D. MANGAN              Senior Vice President             May 6, 2004
-------------------------          and Chief Financial
    Michael D. Mangan              Officer

Principal Accounting
Officer

/s/ CHRISTINA M. MCMULLEN          Vice President and                May 6, 2004
-------------------------          Controller
    Christina M. McMullen


                                      -5-
<PAGE>

     This  Registration   Statement  also  has  been  signed  by  the  following
Directors, who constitute a majority of the Board of Directors:

         Nolan D. Archibald*                         Kim B. Clark*
         Norman R. Augustine*                        Manuel A. Fernandez*
         Barbara L. Bowles*                          Benjamin H. Griswold, IV*
         M. Anthony Burns*                           Anthony Luiso*



*By:/s/ CHARLES E. FENTON                                            May 6, 2004
    ---------------------
        Charles E. Fenton
        Attorney-In-Fact


                                      -6-
<PAGE>

                                  EXHIBIT INDEX


Exhibit No.       Description of Exhibits
-----------       -----------------------

       4          The Black & Decker  Corporation  2004  Restricted  Stock Plan,
                  included as Exhibit B to the Proxy Statement,  dated March 16,
                  2004,  for the 2004  Annual  Meeting  of  Stockholders  of the
                  Registrant, is incorporated herein by reference.

       5          Opinion of Miles & Stockbridge P.C.

      23          Consent of  Independent  Auditors  (the  consent of counsel is
                  included in Exhibit 5).

      24          Powers of Attorney.


                                      -7-
<PAGE>

                    [LETTERHEAD OF MILES & STOCKBRIDGE P.C.]





May 6, 2004



The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland  21286

Ladies and Gentlemen:

In  connection  with  the  registration  under  the  Securities  Act of  1933 of
1,000,000  shares of Common  Stock,  par value  $.50 per  share,  of The Black &
Decker Corporation, a Maryland corporation (the "Corporation"),  to be issued in
connection with The Black & Decker  Corporation  2004 Restricted Stock Plan (the
"Plan"), we have examined such corporate records,  certificates and documents as
we deemed necessary for the purpose of this opinion.

Based on the  foregoing,  we are of the opinion  that the Plan has been duly and
validly authorized and adopted by the Board of Directors of the Corporation, and
that the Common Stock being  registered  under the Securities Act of 1933,  when
issued in accordance  with the terms and conditions of the Plan, will be legally
issued, fully paid and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933 or the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder.

Very truly yours,

Miles & Stockbridge P.C.


By:/s/CHRISTOPHER R. JOHNSON
   -------------------------
   Principal



<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to The Black & Decker  Corporation  2004 Restricted  Stock
Plan of our report  dated  February 6, 2004,  with  respect to the  consolidated
financial  statements of The Black & Decker  Corporation  included in its Annual
Report  (Form  10-K) for the year ended  December  31,  2003,  as filed with the
Securities and Exchange Commission.


                                                          /s/  ERNST & YOUNG LLP
                                                          ----------------------



Baltimore, Maryland
May 6, 2004

<PAGE>

                                POWER OF ATTORNEY
                                -----------------


     We,  the  undersigned   Directors  and  Officers  of  The  Black  &  Decker
Corporation  (the  "Corporation"),   hereby  constitute  and  appoint  Nolan  D.
Archibald, Michael D. Mangan and Charles E. Fenton, and each of them, with power
of substitution,  our true and lawful  attorneys-in-fact with full power to sign
for us, in our names and in the capacities  indicated below,  the  Corporation's
Registration  Statement  on  Form  S-8  to  register  1,000,000  shares  of  the
Corporation's  Common Stock for The Black & Decker  Corporation  2004 Restricted
Stock Plan, and any and all amendments thereto.


/s/ NOLAN D. ARCHIBALD           Director, Chairman, President       May 6, 2004
----------------------------     and Chief Executive Officer
Nolan D. Archibald               (Principal Executive Officer)


/s/ NORMAN R. AUGUSTINE          Director                            May 6, 2004
----------------------------
Norman R. Augustine


/s/ BARBARA L. BOWLES            Director                            May 6, 2004
----------------------------
Barbara L. Bowles


/s/ M. ANTHONY BURNS             Director                            May 6, 2004
----------------------------
M. Anthony Burns


/s/ KIM B. CLARK                 Director                            May 6, 2004
----------------------------
Kim B. Clark


/s/ MANUEL A. FERNANDEZ          Director                            May 6, 2004
----------------------------
Manuel A. Fernandez


/s/ BENJAMIN H. GRISWOLD, IV     Director                            May 6, 2004
----------------------------
Benjamin H. Griswold, IV


/s/ ANTHONY LUISO                Director                            May 6, 2004
----------------------------
Anthony Luiso


<PAGE>


/s/ MICHAEL D. MANGAN            Senior Vice President and           May 6, 2004
----------------------------     Chief Financial Officer
Michael D. Mangan                (Principal Financial Officer)


/s/ CHRISTINA M. MCMULLEN        Vice President and Controller       May 6, 2004
----------------------------     (Principal Accounting Officer)
Christina M. McMullen
[{"type": "S-8", "sequence": "1", "filename": "forms805072004a.txt", "description": "AS FILED 5/07/2004 S-8", "secsgml_size_bytes": 21360}]
{"company-data": {"conformed-name": "BLACK & DECKER CORP", "cik": "0000012355", "assigned-sic": "3540", "irs-number": "520248090", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115301", "film-number": "04789706"}, "business-address": {"street1": "701 E JOPPA RD", "city": "TOWSON", "state": "MD", "zip": "21286", "phone": "4107163900"}, "mail-address": {"street1": "701 EAST JOPPA ROAD", "street2": "MAIL STOP TW 290", "city": "TOWSON", "state": "MD", "zip": "21286"}, "former-company": {"former-conformed-name": "BLACK & DECKER MANUFACTURING CO", "date-changed": "19850206"}}
As filed with the Securities and Exchange Commission on May 7, 2004.
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                         THE BLACK & DECKER CORPORATION
             (Exact name of registrant as specified in its charter)

            Maryland                                             52-0248090
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               701 East Joppa Road
                             Towson, Maryland 21286
                    (Address of principal executive offices)

            The Black & Decker Corporation 2004 Restricted Stock Plan
                            (Full title of the plan)

                           Charles E. Fenton, Esquire
                    Senior Vice President and General Counsel
                         The Black & Decker Corporation
                               701 East Joppa Road
                             Towson, Maryland 21286
                                 (410) 716-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

--------------------------------------------------------------------------------
                                   Copies to:
                         Christopher R. Johnson, Esquire
                            Miles & Stockbridge P.C.
                                 10 Light Street
                            Baltimore, Maryland 21202
                                 (410) 385-3532
                              (410) 385-3700 (fax)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of securities              Amount to be      Proposed maximum     Proposed maximum         Amount of
        to be registered                registered        offering price     aggregate offering     registration fee
                                                          per share (1)          price (1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.50 per         1,000,000           $57.825              $57,825,000            $7,400
share
---------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with  Rule 457 based on the  average  of the high and low sales
     prices per share of the Common Stock on May 3, 2004.
--------------------------------------------------------------------------------
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The  following  documents  filed  by The  Black & Decker  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2003;

     (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 28, 2004;

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on April 15, 2004; and

     (d) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A  filed  with  the  Commission
pursuant to Section 12 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") on January 29, 1985,  and any amendment or report filed for the purpose of
updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

     Not Applicable

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     The Maryland General  Corporation Law authorizes  Maryland  corporations to
limit the  liability  of  directors  and  officers  to the  corporation  and its
stockholders  for money damages  except (i) to the extent that it is proved that
the  director or officer  actually  received  an  improper  benefit or profit in
money,  property or services,  for the amount of the benefit or profit  actually
received, (ii) to
the extent that a judgment or other final  adjudication  adverse to the director
or officer is entered in a proceeding  based on a finding in the proceeding that
the director's or officer's  action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the  proceeding or (iii) in respect of certain  other actions not  applicable to
the Corporation.  The Registrant's Charter limits the liability of directors and
officers to the fullest  extent  permitted by the Maryland  General  Corporation
Law.

     The Maryland General Corporation Law also authorizes Maryland  corporations
to indemnify  present and past  directors and officers of the  corporation or of
another  corporation  for which  they serve at the  request  of the  corporation
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
(including attorneys' fees) actually incurred in connection with any threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation in respect of which the director or officer is adjudged to be liable
to the  corporation) in which they are made parties by reason of being or having
been directors or officers,  unless it is proved that (i) the act or omission of
the director or officer was material to the matter giving rise to the proceeding
and was  committed  in bad  faith or was the  result of  active  and  deliberate
dishonesty,  (ii) the director or officer actually received an improper personal
benefit in money,  property  or  services  or (iii) in the case of any  criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  The Maryland  General  Corporation  Law also provides
that, unless limited by the corporation's charter, a corporation shall indemnify
present and past directors and officers of the  corporation  who are successful,
on the  merits or  otherwise,  in the  defense  of any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  against reasonable expenses (including attorneys' fees) incurred
in connection with the proceeding.  The Registrant's  Charter does not limit the
extent of this indemnity.

     The  Bylaws of the  Registrant  permit  indemnification  of  directors  and
officers to the fullest  extent  permitted by the Maryland  General  Corporation
Law,  and the  Registrant's  directors  and  officers  are  covered  by  certain
insurance policies maintained by the Registrant.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

     Not Applicable

Item 8.    Exhibits.
           --------

Exhibit No.       Description of Exhibits
-----------       -----------------------

       4          The Black & Decker  Corporation  2004  Restricted  Stock Plan,
                  included as Exhibit B to the Proxy Statement,  dated March 16,
                  2004,  for the 2004  Annual  Meeting  of  Stockholders  of the
                  Registrant, is incorporated herein by reference.

       5          Opinion of Miles & Stockbridge P.C.

                                       -2-
23          Consent of  Independent  Auditors  (the  consent of counsel is
                  included in Exhibit 5).

      24          Powers of Attorney.

Item 9.    Undertakings.
           ------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

     Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities

                                       -3-
Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Towson, State of Maryland, on May 6, 2004.

                                                  THE BLACK & DECKER CORPORATION

                                                  By:/s/ CHARLES E. FENTON
                                                     ---------------------------
                                                       Charles E. Fenton
                                                       Senior Vice President and
                                                       General Counsel

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Signature                     Title                             Date
     ---------                     -----                             ----

Principal Executive
Officer

/s/ NOLAN D. ARCHIBALD             Chairman, President               May 6, 2004
-------------------------          and Chief Executive
    Nolan D. Archibald             Officer

Principal Financial
Officer

/s/ MICHAEL D. MANGAN              Senior Vice President             May 6, 2004
-------------------------          and Chief Financial
    Michael D. Mangan              Officer

Principal Accounting
Officer

/s/ CHRISTINA M. MCMULLEN          Vice President and                May 6, 2004
-------------------------          Controller
    Christina M. McMullen

                                      -5-
This  Registration   Statement  also  has  been  signed  by  the  following
Directors, who constitute a majority of the Board of Directors:

         Nolan D. Archibald*                         Kim B. Clark*
         Norman R. Augustine*                        Manuel A. Fernandez*
         Barbara L. Bowles*                          Benjamin H. Griswold, IV*
         M. Anthony Burns*                           Anthony Luiso*

*By:/s/ CHARLES E. FENTON                                            May 6, 2004
    ---------------------
        Charles E. Fenton
        Attorney-In-Fact

                                      -6-
EXHIBIT INDEX

Exhibit No.       Description of Exhibits
-----------       -----------------------

       4          The Black & Decker  Corporation  2004  Restricted  Stock Plan,
                  included as Exhibit B to the Proxy Statement,  dated March 16,
                  2004,  for the 2004  Annual  Meeting  of  Stockholders  of the
                  Registrant, is incorporated herein by reference.

       5          Opinion of Miles & Stockbridge P.C.

      23          Consent of  Independent  Auditors  (the  consent of counsel is
                  included in Exhibit 5).

      24          Powers of Attorney.

                                      -7-
[LETTERHEAD OF MILES & STOCKBRIDGE P.C.]

May 6, 2004

The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland  21286

Ladies and Gentlemen:

In  connection  with  the  registration  under  the  Securities  Act of  1933 of
1,000,000  shares of Common  Stock,  par value  $.50 per  share,  of The Black &
Decker Corporation, a Maryland corporation (the "Corporation"),  to be issued in
connection with The Black & Decker  Corporation  2004 Restricted Stock Plan (the
"Plan"), we have examined such corporate records,  certificates and documents as
we deemed necessary for the purpose of this opinion.

Based on the  foregoing,  we are of the opinion  that the Plan has been duly and
validly authorized and adopted by the Board of Directors of the Corporation, and
that the Common Stock being  registered  under the Securities Act of 1933,  when
issued in accordance  with the terms and conditions of the Plan, will be legally
issued, fully paid and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933 or the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder.

Very truly yours,

Miles & Stockbridge P.C.

By:/s/CHRISTOPHER R. JOHNSON
   -------------------------
   Principal
CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to The Black & Decker  Corporation  2004 Restricted  Stock
Plan of our report  dated  February 6, 2004,  with  respect to the  consolidated
financial  statements of The Black & Decker  Corporation  included in its Annual
Report  (Form  10-K) for the year ended  December  31,  2003,  as filed with the
Securities and Exchange Commission.

                                                          /s/  ERNST & YOUNG LLP
                                                          ----------------------

Baltimore, Maryland
May 6, 2004
POWER OF ATTORNEY
                                -----------------

     We,  the  undersigned   Directors  and  Officers  of  The  Black  &  Decker
Corporation  (the  "Corporation"),   hereby  constitute  and  appoint  Nolan  D.
Archibald, Michael D. Mangan and Charles E. Fenton, and each of them, with power
of substitution,  our true and lawful  attorneys-in-fact with full power to sign
for us, in our names and in the capacities  indicated below,  the  Corporation's
Registration  Statement  on  Form  S-8  to  register  1,000,000  shares  of  the
Corporation's  Common Stock for The Black & Decker  Corporation  2004 Restricted
Stock Plan, and any and all amendments thereto.

/s/ NOLAN D. ARCHIBALD           Director, Chairman, President       May 6, 2004
----------------------------     and Chief Executive Officer
Nolan D. Archibald               (Principal Executive Officer)

/s/ NORMAN R. AUGUSTINE          Director                            May 6, 2004
----------------------------
Norman R. Augustine

/s/ BARBARA L. BOWLES            Director                            May 6, 2004
----------------------------
Barbara L. Bowles

/s/ M. ANTHONY BURNS             Director                            May 6, 2004
----------------------------
M. Anthony Burns

/s/ KIM B. CLARK                 Director                            May 6, 2004
----------------------------
Kim B. Clark

/s/ MANUEL A. FERNANDEZ          Director                            May 6, 2004
----------------------------
Manuel A. Fernandez

/s/ BENJAMIN H. GRISWOLD, IV     Director                            May 6, 2004
----------------------------
Benjamin H. Griswold, IV

/s/ ANTHONY LUISO                Director                            May 6, 2004
----------------------------
Anthony Luiso
/s/ MICHAEL D. MANGAN            Senior Vice President and           May 6, 2004
----------------------------     Chief Financial Officer
Michael D. Mangan                (Principal Financial Officer)

/s/ CHRISTINA M. MCMULLEN        Vice President and Controller       May 6, 2004
----------------------------     (Principal Accounting Officer)
Christina M. McMullen