Contact:    Barbara B. Lucas
                                                Senior Vice President
                                                Public Affairs
                                                410-716-2980

                                                Mark M. Rothleitner
                                                Vice President
                                                Investor Relations and Treasurer
                                                410-716-3979

FOR IMMEDIATE RELEASE:  Wednesday, October 27, 2004

Subject:  Black &  Decker  Reports  a  Record  $1.35  Earnings  Per  Share  From
          Continuing  Operations  and 15%  Increase  in Sales to a Record  $1.28
          Billion  for  Third  Quarter  2004;  Elects  Mark H.  Willes to Board;
          Declares Regular Quarterly Cash Dividend

Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that net
earnings from continuing  operations for the third quarter of 2004 were a record
$111.3  million or $1.35 per diluted  share,  versus $73.2  million or $0.94 per
diluted share in the third quarter of 2003. Excluding  restructuring  charges in
the prior year, diluted earnings per share from continuing  operations increased
18%.

     Sales from continuing  operations increased 15% for the quarter to a record
$1.28 billion,  or 9% excluding the effects of  acquisitions.  Foreign  currency
translation  had a 3% positive  impact on sales.  Free cash flow was $82 million
for the  quarter and $205  million  year-to-date,  an  increase of $115  million
versus the first nine months of 2003.

                                     (more)



Page Two

     Nolan D.  Archibald,  Chairman  and  Chief  Executive  Officer,  commented,
"Despite a tough  comparison to record  performance  last year, we grew earnings
per share by more than 18% for the tenth  straight  quarter.  Our  record  sales
performance  reflects strong growth in all three of our business  segments,  and
the U.S.  DEWALT  Professional  Products  division  posted a double-digit  sales
increase for the fourth consecutive quarter. Operating margin increased 80 basis
points,  excluding  restructuring  charges in 2003, as  restructuring  benefits,
productivity,  and  favorable  foreign  exchange  outweighed  increases  in  raw
material costs.

     "Sales and  operating  profit in the Power  Tools and  Accessories  segment
increased 6% and 24%,  respectively.  In the third quarter,  DEWALT sales in the
U.S. increased across all product categories, with particularly strong growth in
the equipment and cordless lines.  Due primarily to the timing of orders,  sales
of Black & Decker(R)  consumer  products  decreased.  Consumer  sales,  however,
increased at a mid-single-digit  rate for the year-to-date period, and we expect
solid growth in the fourth quarter.  Sales increased at a mid-single-digit  rate
in Europe and at a  double-digit  rate in Latin  America and Asia.  Higher gross
margins  drove  a 200  basis-point  improvement  in  operating  margins  for the
segment.

     "Sales in the Hardware and Home  Improvement  segment  increased 7% for the
quarter  excluding the  acquisition of Baldwin  Hardware  Corporation and Weiser
Lock  Corporation.  Price  Pfister  sales  increased  at  a  double-digit  rate,
reflecting continued success at a key retailer, and Kwikset sales increased at a
low-single-digit  rate.  The  integration of Baldwin and Weiser is proceeding as
planned, and these divisions  contributed strong sales and operating profit. For
the segment,  operating  profit  increased over 50%, due to the  acquisition and
operating margin improvement.

     "Sales in the Fastening and Assembly  Systems segment  increased 13%, or 9%
excluding the  acquisition of MasterFix.  Sales  increased in most key divisions
and  product  lines,  and were  particularly  strong in North  America and Asia.
Operating profit in this segment  increased 2%, as operating margin declined due
to commodity price increases.

                                     (more)



Page Three

     "As previously  announced,  we completed the acquisition of the Tools Group
from Pentair,  Inc.  (NYSE:PNR) in early October.  Our track record of improving
businesses, including the successful integration of Baldwin and Weiser, gives us
confidence that we can create  significant value through this  acquisition.  Our
integration  team is  moving  quickly  to  realize  synergies  with  our  DEWALT
professional business. We continue to expect that the acquisition will yield $65
million of cost  savings and $1.00 of diluted  earnings  per share over the next
three years.  Due to the timing of the closing,  we now expect  incremental  EPS
accretion of approximately $0.10 in the fourth quarter,  $0.40 in 2005, $0.25 in
2006, and $0.25 in 2007.

     "Looking  forward,  we are excited  about our new  products,  including the
DEWALT(R)  cordless  finishing nailer,  launched in August, and the AutoTape(TM)
automatic tape measure for the consumer market.  For both the fourth quarter and
full year, we are forecasting a mid-single-digit  rate of sales growth excluding
currency  translation and acquisitions and a double-digit  growth rate including
those  factors.  Based on our  expectations  for organic sales growth and margin
improvement,  combined with the Tools Group  acquisition,  we anticipate diluted
earnings per share from  continuing  operations in the ranges of  $1.53-to-$1.58
for the fourth  quarter  and  $5.33-to-$5.38  for the full year.  This  guidance
represents  an increase  from our previous  forecast and full-year EPS growth in
excess of 34%.  In  addition,  we now  expect to convert  approximately  100% of
full-year net earnings to free cash flow.

     "With regard to 2005, we expect our fourth  straight  year of  double-digit
earnings growth, with earnings from continuing operations of approximately $6.00
per diluted  share.  Key  assumptions in our forecast  include  stable  economic
conditions, accretion from the Tools Group acquisition, and rising commodity and
pension costs. We will provide more detailed guidance for 2005 in January.

     "Black & Decker's formula of product  innovation,  end-user focus, and cost
reduction has continued to dramatically  improve our earnings and cash flow. Our
outstanding  cash flow enabled us to acquire  Pentair's Tools Group, and thereby
capitalize  on our core  strengths to create  value.  Aided by a strong  balance
sheet, we will continue evaluating  acquisition  opportunities to take advantage
of our market leadership and operating  excellence.  Through steady execution of
our  strategy  and  stewardship  of capital,  we intend to  continue  generating
outstanding returns for our shareholders."

                                     (more)



Page Four

     The Corporation also announced that Mark H. Willes, 63, has been elected to
the Corporation's Board of Directors. The retired chairman, president, and chief
executive officer of The Times Mirror Company previously served as a director of
the Corporation from 1990 to 2001. During his distinguished business career, Mr.
Willes also served as president,  chief operations officer, and vice chairman of
General  Mills and as  president  of the Federal  Reserve  Bank of  Minneapolis.
Commenting on Mr. Willes's  election,  Mr.  Archibald said, "We are delighted to
welcome Mark Willes back to the board. His extensive  experience in business and
economics,  as well as his  in-depth  knowledge  of Black & Decker,  will  prove
extremely valuable."

     The  Corporation  also  announced  that its Board of  Directors  declared a
quarterly  cash  dividend  of $0.21 per share of the  Corporation's  outstanding
common stock payable  December 31, 2004, to  stockholders of record at the close
of business on December 17, 2004.

     The Corporation  will hold a conference call today at 10:00 a.m.,  E.T., to
discuss  third-quarter  results  and the  outlook  for the  remainder  of  2004.
Investors can listen to the conference call by visiting  http://www.bdk.com  and
clicking on the icon labeled "Live  Webcast."  Listeners  should log-in at least
ten minutes  prior to the  beginning  of the event to assure  timely  access.  A
replay of the call will be available at http://www.bdk.com.

     This  release  includes  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. By their nature,  all  forward-looking  statements involve
risks  and  uncertainties.  For a more  detailed  discussion  of the  risks  and
uncertainties  that may affect Black & Decker's  operating and financial results
and its  ability to achieve the  financial  objectives  discussed  in this press
release,  interested  parties  should  review the  "Forward-Looking  Statements"
sections in Black & Decker's  reports  filed with the  Securities  and  Exchange
Commission,  including  the Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

                                     (more)



Page Five

     This release  contains  non-GAAP  financial  measures within the meaning of
Regulation G promulgated  by the Securities  and Exchange  Commission.  Included
with this release is a reconciliation of the differences  between these non-GAAP
financial  measures  with  the  most  directly  comparable   financial  measures
calculated in accordance with GAAP.

     Black & Decker is a leading global manufacturer and marketer of power tools
and accessories,  hardware and home improvement  products,  and technology-based
fastening systems.

                                      # # #



                THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF EARNINGS
                 (Dollars in Millions Except Per Share Amounts)


                                                        Three Months Ended
                                                 -------------------------------
                                                 September 26,    September 28,
                                                          2004             2003
                                                 --------------   --------------

SALES                                            $     1,282.5    $     1,115.8
  Cost of goods sold                                     809.2            720.2
  Selling, general, and
     administrative expenses                             315.3            266.9
  Restructuring and exit costs                               -             21.0
                                                 --------------   --------------
OPERATING INCOME                                         158.0            107.7
  Interest expense (net of
     interest income)                                      4.1              7.6
  Other expense                                            1.4               .3
                                                 --------------   --------------
EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                                 152.5             99.8
  Income taxes                                            41.2             26.6
                                                 --------------   --------------
NET EARNINGS FROM CONTINUING OPERATIONS                  111.3             73.2

DISCONTINUED OPERATIONS (NET OF INCOME TAXES):
  Earnings of discontinued operations                       .2              1.2
  Gain on sale of discontinued operations                  1.0                -
                                                 --------------   --------------
NET EARNINGS FROM DISCONTINUED OPERATIONS                  1.2              1.2
                                                 --------------   --------------
NET EARNINGS                                     $       112.5    $        74.4
                                                 ==============   ==============


BASIC EARNINGS PER COMMON SHARE
  Continuing operations                          $        1.38    $         .94
  Discontinued operations                                  .02              .02
                                                 --------------   --------------
NET EARNINGS PER COMMON SHARE -
     BASIC                                       $        1.40    $         .96
                                                 ==============   ==============

Shares Used in Computing Basic Earnings
     Per Share (in Millions)                              80.1             77.7
                                                 ==============   ==============


DILUTED EARNINGS PER COMMON SHARE
  Continuing operations                          $        1.35    $         .94
  Discontinued operations                                  .02              .01
                                                 --------------   --------------
NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION                           $        1.37    $         .95
                                                 ==============   ==============

Shares Used in Computing Diluted Earnings
     Per Share (in Millions)                              82.3             78.0
                                                 ==============   ==============



                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF EARNINGS
                 (Dollars in Millions Except Per Share Amounts)


                                                        Nine Months Ended
                                                 -------------------------------
                                                 September 26,    September 28,
                                                          2004             2003
                                                 --------------   --------------

SALES                                            $     3,673.0    $     3,145.1
  Cost of goods sold                                   2,309.3          2,023.5
  Selling, general, and
     administrative expenses                             926.4            810.3
  Restructuring and exit costs                               -             21.6
                                                 --------------   --------------
OPERATING INCOME                                         437.3            289.7
  Interest expense (net of
     interest income)                                     13.8             27.4
  Other expense                                            2.4              2.6
                                                 --------------   --------------
EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                                 421.1            259.7
  Income taxes                                           113.7             68.7
                                                 --------------   --------------
NET EARNINGS FROM CONTINUING OPERATIONS                  307.4            191.0

DISCONTINUED OPERATIONS (NET OF INCOME TAXES):
  Earnings of discontinued operations                       .6              2.5
  Gain on sale of discontinued operations
     (net of impairment charge of $24.4)                  12.7                -
                                                 --------------   --------------
NET EARNINGS FROM DISCONTINUED OPERATIONS                 13.3              2.5
                                                 --------------   --------------
NET EARNINGS                                     $       320.7    $       193.5
                                                 ==============   ==============


BASIC EARNINGS PER COMMON SHARE
  Continuing operations                          $        3.88    $        2.45
  Discontinued operations                                  .16              .03
                                                 --------------   --------------
NET EARNINGS PER COMMON SHARE -
     BASIC                                       $        4.04    $        2.48
                                                 ==============   ==============

Shares Used in Computing Basic Earnings
     Per Share (in Millions)                              79.3             77.9
                                                 ==============   ==============


DILUTED EARNINGS PER COMMON SHARE
  Continuing operations                          $        3.80    $        2.45
  Discontinued operations                                  .16              .03
                                                 --------------   --------------
NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION                           $        3.96    $        2.48
                                                 ==============   ==============

Shares Used in Computing Diluted Earnings
     Per Share (in Millions)                              80.9             78.1
                                                 ==============   ==============



                THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                              (Millions of Dollars)



                                                 September 26,     December 31,
                                                          2004             2003
                                                 --------------   --------------

ASSETS
Cash and cash equivalents                        $       626.4    $       308.2
Trade receivables                                        982.7            808.6
Inventories                                              903.4            709.9
Current assets of discontinued operations                 66.3            160.2
Other current assets                                     179.8            216.1
                                                 --------------   --------------
     TOTAL CURRENT ASSETS                              2,758.6          2,203.0
                                                 --------------   --------------

PROPERTY, PLANT, AND EQUIPMENT                           613.9            660.2
GOODWILL                                                 786.6            771.7
OTHER ASSETS                                             578.8            587.6
                                                 --------------   --------------
                                                 $     4,737.9    $     4,222.5
                                                 ==============   ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings                            $         2.8    $          .1
Current maturities of long-term debt                        .4               .4
Trade accounts payable                                   508.1            379.8
Current liabilities of discontinued operations            29.8             38.0
Other accrued liabilities                                880.2            893.8
                                                 --------------   --------------
     TOTAL CURRENT LIABILITIES                         1,421.3          1,312.1
                                                 --------------   --------------

LONG-TERM DEBT                                           909.8            915.6
DEFERRED INCOME TAXES                                    180.8            179.8
POSTRETIREMENT BENEFITS                                  460.7            451.9
OTHER LONG-TERM LIABILITIES                              506.7            516.6
STOCKHOLDERS' EQUITY                                   1,258.6            846.5
                                                 --------------   --------------
                                                 $     4,737.9    $     4,222.5
                                                 ==============   ==============



                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                SUPPLEMENTAL INFORMATION ABOUT BUSINESS SEGMENTS
                              (Millions of Dollars)



                                               Reportable Business Segments
                                        ----------------------------------------------
                                              Power     Hardware   Fastening               Currency       Corporate,
                                            Tools &       & Home  & Assembly            Translation     Adjustments,
Three Months Ended September 26, 2004   Accessories  Improvement     Systems     Total  Adjustments   & Eliminations   Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Sales to unaffiliated customers            $  854.4       $248.3     $142.4   $1,245.1      $ 37.4           $    -        $1,282.5
Segment profit (loss) (for Consoli-
   dated, operating income)                   121.2         38.0       17.5      176.7         4.1            (22.8)          158.0
Depreciation and amortization                  20.4          6.1        4.2       30.7          .9              2.2            33.8
Capital expenditures                           14.9          8.9        3.7       27.5          .7               .1            28.3

Three Months Ended September 28, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers            $  808.5       $174.3     $126.3   $1,109.1      $  6.7           $    -        $1,115.8
Segment profit (loss) (for Consoli-
   dated, operating income
   before restructuring and exit costs)        98.1         25.1       17.2      140.4         (.4)           (11.3)          128.7
Depreciation and amortization                  21.2          4.7        3.9       29.8          .2               .8            30.8
Capital expenditures                           23.0           .8        3.1       26.9          .4               .2            27.5


Nine Months Ended September 26, 2004
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers            $2,420.3       $704.6     $432.8   $3,557.7      $115.3           $    -        $3,673.0
Segment profit (loss) (for Consoli-
   dated, operating income)                   320.2        111.3       57.8      489.3        10.9            (62.9)          437.3
Depreciation and amortization                  59.1         21.3       12.5       92.9         2.9              7.2           103.0
Capital expenditures                           46.0         17.2        8.2       71.4         1.9               .7            74.0

Nine Months Ended September 28, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers            $2,261.1       $486.5     $391.5   $3,139.1       $  6.0          $    -        $3,145.1
Segment profit (loss) (for Consoli-
   dated, operating income
   before restructuring and exit costs)       244.9         55.0       55.8      355.7           .4           (44.8)          311.3
Depreciation and amortization                  61.5         18.2       11.7       91.4           .3             9.0           100.7
Capital expenditures                           53.9         13.2        9.7       76.8           .3              .7            77.8





The  reconciliation  of  segment  profit  to  the  Corporation's  earnings  from
continuing  operations  before  income  taxes for each  period,  in  millions of
dollars, is as follows:



                                            Three Months Ended                Nine Months Ended
- ------------------------------------------------------------------------------------------------------
                                       September 26,   September 28,    September 26,   September 28,
                                                2004            2003             2004            2003
- ------------------------------------------------------------------------------------------------------
                                                                                   
Segment profit for total reportable
   business segments                          $176.7          $140.4           $489.3          $355.7
Items excluded from segment profit:
   Adjustment of budgeted foreign
     exchange rates to actual rates              4.1             (.4)            10.9              .4
   Depreciation of Corporate property            (.3)            (.3)            (1.0)            (.8)
   Adjustment to businesses'
     postretirement benefit expenses
     booked in consolidation                      .1             3.8               .4            11.5
   Other adjustments booked in
     consolidation directly related to
     reportable business segments               (3.1)            1.0             (8.6)           (9.0)
Amounts allocated to businesses in
   arriving at segment profit in excess
   of (less than) Corporate center
   operating expenses, eliminations,
   and other amounts identified above          (19.5)          (15.8)           (53.7)          (46.5)
- ------------------------------------------------------------------------------------------------------
   Operating income before restructuring
     and exit costs                            158.0           128.7            437.3           311.3
Restructuring and exit costs                       -            21.0                -            21.6
- ------------------------------------------------------------------------------------------------------
   Operating income                            158.0           107.7            437.3           289.7
Interest expense, net of interest income         4.1             7.6             13.8            27.4
Other expense                                    1.4              .3              2.4             2.6
- ------------------------------------------------------------------------------------------------------
   Earnings from continuing operations
     before income taxes                      $152.5          $ 99.8           $421.1          $259.7
======================================================================================================


BASIS OF PRESENTATION:

     The Corporation operates in three reportable business segments: Power Tools
and  Accessories,  Hardware and Home  Improvement,  and  Fastening  and Assembly
Systems.  The Power Tools and Accessories  segment has worldwide  responsibility
for the  manufacture  and sale of  consumer  and  professional  power  tools and
accessories,  electric  cleaning and lighting  products,  and electric  lawn and
garden tools, as well as for product service.  In addition,  the Power Tools and
Accessories  segment has  responsibility  for the sale of  security  hardware to
customers in Mexico, Central America, the Caribbean,  and South America; for the
sale of plumbing products to customers outside the United States and Canada; and
for sales of household  products.  The Hardware and Home Improvement segment has
worldwide  responsibility  for the  manufacture  and sale of  security  hardware
(except  for the sale of  security  hardware  in Mexico,  Central  America,  the
Caribbean,  and South America).  On September 30, 2003, the Corporation acquired
Baldwin  Hardware  Corporation  and  Weiser  Lock  Corporation.  These  acquired
businesses  are  included in the  Hardware  and Home  Improvement  segment.  The
Hardware  and  Home  Improvement   segment  also  has   responsibility  for  the
manufacture  of  plumbing  products  and for the sale of  plumbing  products  to
customers in the United States and Canada.  The  Fastening and Assembly  Systems
segment has worldwide  responsibility  for the manufacture and sale of fastening
and assembly systems.



     In January  2004,  the  Corporation  sold two  components  of its  European
security hardware  business.  The divested  businesses and the remaining portion
that  is  held  for  sale  are  treated  as   discontinued   operations  in  the
Corporation's   consolidated   financial  statements.   Sales,  segment  profit,
depreciation  and  amortization,  and  capital  expenditures  set  forth  in the
preceding tables exclude the results of the discontinued operations.

     The  Corporation  assesses  the  performance  of  its  reportable  business
segments based upon a number of factors,  including  segment profit. In general,
segments  follow the same  accounting  policies as those  described in Note 1 of
Notes  to  Consolidated   Financial   Statements  included  in  Item  8  of  the
Corporation's  Annual Report on Form 10-K for the year ended  December 31, 2003,
except  with  respect  to  foreign  currency  translation  and except as further
indicated below. The financial statements of a segment's operating units located
outside  of  the  United  States,   except  those  units   operating  in  highly
inflationary  economies,  are generally measured using the local currency as the
functional  currency.  For these  units  located  outside of the United  States,
segment  assets and elements of segment  profit are  translated  using  budgeted
rates of exchange. Budgeted rates of exchange are established annually and, once
established,  all prior  period  segment data is restated to reflect the current
year's budgeted rates of exchange.  The amounts included in the preceding tables
under the captions "Reportable Business Segments" and "Corporate, Adjustments, &
Eliminations" are reflected at the Corporation's  budgeted rates of exchange for
2004. The amounts included in the preceding  tables under the caption  "Currency
Translation  Adjustments"  represent the difference between consolidated amounts
determined  using those  budgeted rates of exchange and those  determined  based
upon the rates of exchange  applicable  under  accounting  principles  generally
accepted in the United States.

     Segment profit excludes interest income and expense,  non-operating  income
and expense,  adjustments  to eliminate  intercompany  profit in inventory,  and
income tax expense. In addition,  segment profit excludes restructuring and exit
costs.  In determining  segment profit,  expenses  relating to pension and other
postretirement benefits are based solely upon estimated service costs. Corporate
expenses,  as well as certain centrally managed expenses,  are allocated to each
reportable  segment  based upon  budgeted  amounts.  While  sales and  transfers
between segments are accounted for at cost plus a reasonable profit, the effects
of  intersegment  sales are excluded  from the  computation  of segment  profit.
Intercompany  profit  in  inventory  is  excluded  from  segment  assets  and is
recognized as a reduction of cost of goods sold by the selling  segment when the
related inventory is sold to an unaffiliated  customer.  Because the Corporation
compensates  the  management of its various  businesses on, among other factors,
segment  profit,  the  Corporation  may elect to record certain  segment-related
expense items of an unusual or non-recurring nature in consolidation rather than
reflect such items in segment profit. In addition, certain segment-related items
of  income or  expense  may be  recorded  in  consolidation  in one  period  and
transferred  to the  various  segments  in a  later  period.



RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE:

     To supplement its consolidated financial statements presented in accordance
with accounting  principles  generally accepted in the United States (GAAP), the
Corporation provides additional measures of operating results, net earnings, and
earnings per share adjusted to exclude  certain costs,  expenses,  and gains and
losses,  as well as to exclude  effects of  acquired  businesses  on sales.  The
Corporation  believes that these non-GAAP  financial measures are appropriate to
enhance  understanding  of its past  performance  as well as  prospects  for its
future performance.

     This press release contains non-GAAP  financial measures within the meaning
of  Regulation  G  promulgated  by the  Securities  and Exchange  Commission.  A
reconciliation of the differences between these non-GAAP financial measures with
the most directly  comparable  financial measures  calculated in accordance with
GAAP follows.


Diluted earnings per share from continuing operations,  excluding  restructuring
- --------------------------------------------------------------------------------
charges:
- --------

     The calculation of diluted  earnings per share from continuing  operations,
excluding  restructuring  charges for the quarters ended  September 26, 2004 and
September 28, 2003, follows (dollars in millions except per share amounts):

                                                       Three Months Ended
                                                 September 26,    September 28,
                                                          2004             2003
                                                      ---------        ---------
  Net earnings from continuing operations             $  111.3         $   73.2
  Excluding:
    Restructuring and exit costs,
      net of tax                                             -             15.3
                                                      ---------        ---------
  Net earnings from continuing operations,
    excluding restructuring and exit costs            $  111.3         $   88.5
                                                      =========        =========

  Diluted earnings per common share from
    continuing operations                             $   1.35         $    .94
  Excluding:
    Restructuring and exit costs, net of tax,
      per common share - assuming dilution                   -              .20
                                                      ---------        ---------
  Net earnings, excluding restructuring and
    exit costs, per common share - assuming
    dilution                                          $   1.35         $   1.14
                                                      =========        =========
  Shares used in computing diluted earnings
    per share (in millions)                               82.3             78.0
                                                      =========        =========



Sales, excluding the effects of acquired businesses:
- ----------------------------------------------------

This press release indicates that sales from continuing  operations increased 9%
during  the  three  months  ended   September  26,  2004,  as  compared  to  the
corresponding  period in the prior year,  excluding the effects of acquisitions.
The  determination  of the  aforementioned  growth in sales,  excluding sales of
acquired  businesses,  is determined by deducting  $67.7 million of sales of the
acquired  businesses  that were recognized  during the three-month  period ended
September 26, 2004.

Free cash flow for the three months ended September 26, 2004 and the nine months
- --------------------------------------------------------------------------------
ended September 26, 2004 and September 28, 2003:
- ------------------------------------------------

     The  calculation of free cash flow,  which is defined by the Corporation as
cash flow from operating activities,  less capital  expenditures,  plus proceeds
from the disposal of assets  (excluding  proceeds from business sales),  for the
three months ended  September  26, 2004 and the nine months ended  September 26,
2004 and September 28, 2003, follows (dollars in millions):

                                                     Three Months Ended
                                                          September 26,
                                                                   2004
                                                               --------
  Cash flow from operating activities                          $  110.1
  Capital expenditures                                            (28.8)
  Proceeds from disposals of assets                                  .7
                                                               ---------
  Free cash flow                                               $   82.0
                                                               =========


                                                        Nine Months Ended
                                                 September 26,    September 28,
                                                          2004             2003
                                                      ---------        ---------
  Cash flow from operating activities                 $  264.3         $  160.1
  Capital expenditures                                   (75.2)           (79.5)
  Proceeds from disposals of assets                       16.1              9.7
                                                      ---------        ---------
  Free cash flow                                      $  205.2         $   90.3
                                                      =========        =========

Capital  expenditures  and  proceeds  from  disposal of assets  include  amounts
associated with discontinued operations.



Operating Margin, excluding restructuring charges:
- --------------------------------------------------

     This press release indicates that operating margin, excluding restructuring
charges,  increased 80 basis points during the three months ended  September 26,
2004, as compared to the corresponding period in the prior year. The calculation
of operating margin,  excluding  restructuring  charges, which is defined by the
Corporation as operating  income,  excluding  restructuring and exit costs, as a
percentage of sales, for the three months ended September 26, 2004 and September
28, 2003, follows (dollars in millions):

                                                Three Months Ended
                                    September 26, 2004      September 28, 2003
                                   ---------------------   ---------------------
                                              Operating               Operating
                                                 Margin                  Margin
                                              ----------              ----------
  Sales                            $1,282.5                $1,115.8

  Operating income                    158.0        12.3%      107.7         9.6%
  Excluding:
    Restructuring and exit costs          -           -        21.0         1.9%
                                   ---------  ----------   ---------  ----------
  Operating income, excluding
    restructuring and exit costs   $  158.0        12.3%   $  128.7        11.5%
                                   =========  ==========   =========  ==========


Segment sales, excluding the effects of acquired businesses:
- ------------------------------------------------------------

     As  more  fully   described  in  this  press   release  under  the  caption
"Supplemental  Information  About  Business  Segments - Basis of  Presentation",
elements of segment profit,  including  sales,  for units located outside of the
United States are generally  measured using the local currency as the functional
currency.  For  these  units,  sales  are  translated  using  budgeted  rates of
exchange.  Budgeted  rates  of  exchange  are  established  annually  and,  once
established,  all prior  period  segment data is restated to reflect the current
year's budgeted rates of exchange.  Amounts included on the line entitled "Sales
to unaffiliated  customers" under the heading "Reportable  Business Segments" in
the first table  under the  caption  "Supplemental  Information  About  Business
Segments"  are  reflected at the  Corporation's  budgeted  rates of exchange for
2004.

     This press release indicates that the Hardware and Home Improvement segment
reported a 7% sales  increase for the three months ended  September 26, 2004, as
compared  to  the  corresponding   period  in  the  prior  year,  excluding  the
acquisition  of Baldwin  and Weiser.  The  determination  of the  aforementioned
growth in sales,  excluding the acquisition of Baldwin and Weiser, is as follows
(dollars in millions):

                                                        Three Months Ended
                                                  September 26,   September 28,
                                                           2004            2003
                                                       ---------       ---------
  Hardware and Home Improvement segment sales
    as translated at budgeted rates of exchange        $  248.3        $  174.3
  Sales of acquired businesses as translated at
    budgeted rates of exchange                            (61.4)              -
                                                       ---------       ---------
  Hardware and Home Improvement segment sales,
    excluding sales of acquired businesses, as
    translated at budgeted rates of exchange           $  186.9        $  174.3
                                                       =========       =========



     This press  release  indicates  that the  Fastening  and  Assembly  Systems
segment  reported a 9% sales  increase for the three months ended  September 26,
2004, as compared to the corresponding  period in the prior year,  excluding the
acquisition of MasterFix.  The  determination  of the  aforementioned  growth in
sales,  excluding  the  acquisition  of  MasterFix,  is as follows  (dollars  in
millions):

                                                        Three Months Ended
                                                  September 26,   September 28,
                                                           2004            2003
                                                       ---------       ---------
  Fastening and Assembly Systems segment sales
    as translated at budgeted rates of exchange        $  142.4        $  126.3
  Sales of acquired business as translated at
    budgeted rates of exchange                             (4.9)              -
                                                       ---------       ---------
  Fastening and Assembly Systems segment sales,
    excluding sales of acquired business, as
    translated at budgeted rates of exchange           $  137.5        $  126.3
                                                       =========       =========