UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)        December 9, 2004
                                                --------------------------------



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

          Maryland                      1-1553                  52-0248090
- ----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)   (IRS Employer
 of incorporation)                                         Identification No.)

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

Registrant's telephone number, including area code        410-716-3900
                                                  ------------------------------

                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



                                      - 2 -

ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 9, 2004, the Corporation's Board of Directors approved modifications
to the  compensation  of  non-employee  directors by amending The Black & Decker
Corporation  Deferred  Compensation Plan for Non-Employee  Directors and Section
B.7.b.  of  the  Corporation's  Corporate  Governance  Policies  and  Procedures
Statement,  which are filed as  Exhibits  10.1 and 10.2,  respectively,  to this
Report and are incorporated herein by reference.


ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1    The Black & Decker  Corporation  Deferred  Compensation Plan for
                Non-Employee Directors, as amended.

Exhibit 10.2    The Black & Decker Corporation Corporate Governance Policies and
                Procedures Statement, as amended.



                                      -3-


                         THE BLACK & DECKER CORPORATION


                               S I G N A T U R E S


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                               THE BLACK & DECKER CORPORATION


                                               By: /s/ CHRISTINA M. MCMULLEN
                                                   -----------------------------
                                                   Christina M. McMullen
                                                   Vice President and Controller



Date: December 15, 2004