                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*



                         THE BLACK & DECKER CORPORATION
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                                (Name of Issuer)


                                  Common Stock
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                         (Title of Class of Securities)

                                    091797100
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                                 (CUSIP Number)

                                            with a copy to:
Alexander J. Roepers                        Allen B. Levithan
Atlantic Investment Management, Inc.        LOWENSTEIN SANDLER PC
666 Fifth Avenue                            65 Livingston Avenue
New York, New York  10103                   Roseland, New Jersey  07068
(212) 484-5050                              (973) 597-2500
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                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 9, 2006
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             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule l3d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>


     CUSIP NO.    091797100
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1)   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

                  Atlantic Investment Management, Inc.
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2)   Check the Appropriate Box if a Member of a Group (See Instructions):

            (a)              (b)

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3)   SEC Use Only

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4)   Source of Funds (See Instructions):   AF, OO

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5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e):
                    Not Applicable
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6)   Citizenship or Place of Organization:   Delaware

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     Number of                          7)  Sole Voting Power:        4,595,100*
                                        ----------------------------------------
     Shares Beneficially                8)  Shared Voting Power:              0
                                        ----------------------------------------
     Owned by
     Each Reporting                     9)  Sole Dispositive Power:   4,595,100*
                                        ----------------------------------------
     Person With:                      10)  Shared Dispositive Power:         0
                                        ----------------------------------------
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11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                    4,595,100*
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12)  Check  if  the  Aggregate  Amount in  Row (11) Excludes Certain Shares (See
     Instructions):
                      Not Applicable
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13)  Percent of Class Represented by Amount in Row (11):      6.1%*
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14)  Type of Reporting Person (See Instructions):  IA

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*  Includes: (i) 1,954,104 shares (2.6%) of the Issuer's Common Stock, par value
$0.50 per share ("Shares"), beneficially owned by AJR International Master Fund,
Ltd.,  a  British  Virgin  Islands   company,   (ii)  2,316,110   Shares  (3.1%)
beneficially  owned by Cambrian  Master  Fund,  Ltd., a British  Virgin  Islands
company,  (iii)  320,286  Shares  (0.4%) held in several  Managed  Accounts (the
"Managed  Accounts"),  and (iv)  2,575  Shares  (0.003%)  beneficially  owned by
Atlantic Investment  Management,  Inc.'s 401k/Profit Sharing Plan.  In addition,
the sole  shareholder of Atlantic  Investment  Management,  Inc. (the "Reporting
Person"),  Mr. Alexander J. Roepers,  may be deemed  to  beneficially  own 2,025
Shares (0.003%).  The Reporting Person, serving as the investment advisor of the
foregoing  parties and the  Managed  Accounts,  has sole voting and  dispositive
power over all Shares  beneficially owned by such parties or held in the Managed
Accounts. See Items 2 and 5 for additional details.


<PAGE>


Item 2.   Identity and Background
          -----------------------

          Item 2 is hereby restated in its entirety as follows:

          (a) This statement is filed by Atlantic Investment Management, Inc., a
Delaware corporation (the "Reporting Person"),  with respect to 4,595,100 Shares
over which the Reporting  Person has sole dispositive and voting power by reason
of serving as the  investment  advisor to: (i) AJR  International  Master  Fund,
Ltd., a British Virgin Islands company ("AJR"); (ii) Cambrian Master Fund, Ltd.,
a British  Virgin  Islands  company  ("Cambrian  Fund");  (iii) several  managed
accounts  (the "Managed  Accounts");  (iv) the  Reporting  Person's  401k/Profit
Sharing Plan (the "Plan");  and (v) Alexander J. Roepers, the president and sole
shareholder of the Reporting Person.

          (b) The  business  address of the Reporting  Person and Mr. Roepers is
666 Fifth Avenue, New York, New York 10103.

          (c) The  principal  business  of the  Reporting  Person  is that of an
investment  advisor  engaging  in  the  purchase  and  sale  of  securities  for
investment with the objective of capital appreciation on behalf of AJR, Cambrian
Fund, the Managed Accounts,  the Plan and Mr. Roepers.  The principal occupation
of Mr. Roepers is serving as the president and managing officer of the Reporting
Person.

          (d) Neither the Reporting  Person nor Mr. Roepers has, during the past
five (5) years,  been  convicted  in a criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).

          (e) Neither the Reporting  Person nor Mr. Roepers has, during the past
five (5) years, been a party to any civil proceeding commenced before a judicial
or  administrative  body  of  competent  jurisdiction  and as a  result  of such
proceeding was or is now subject to a judgment,  decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

          (f) Mr. Roepers is a citizen of The Netherlands.


Item 3.   Source and Amount of Funds or Other Consideration
          -------------------------------------------------

          Item 3 is hereby restated in its entirety as follows:

          The  Shares  purchased  by the  Reporting  Person  on  behalf  of AJR,
Cambrian  Fund,  the  Managed  Accounts  and the Plan  were  purchased  with the
investment capital of such entities and accounts.  The Shares that may be deemed
to be  beneficially  owned by Mr. Roepers  individually  were purchased with the
personal funds of Mr. Roepers or members of Mr. Roepers'  immediate family.  The

<PAGE>


aggregate amount of funds used in making the purchases reported on this Schedule
13D Amendment No. 1 was $38,267,535.


Item 4.   Purpose of Transaction
          ----------------------

          Item 4 is hereby restated in its entirety as follows:

          The Reporting  Person acquired,  on behalf of AJR,  Cambrian Fund, the
Managed Accounts,  the Plan and Mr. Roepers (including  immediate family members
of Mr. Roepers),  and continues to hold,  the Shares  reported in  this Schedule
13D, as amended,  for  investment  purposes.  The  Reporting  Person  intends to
evaluate the  performance of the Shares as an investment in the ordinary  course
of business.  The Reporting  Person  pursues an investment  objective that seeks
capital  appreciation.  In pursuing  this  investment  objective,  the Reporting
Person  analyzes the operations,  capital  structure and markets of companies in
which  the  Reporting  Person's  clients  invest,  including  the  Issuer,  on a
continuous  basis  through  analysis  of  documentation   and  discussions  with
knowledgeable  industry and market  observers and with  representatives  of such
companies.

          The  Reporting  Person  intends to  continuously  assess the  Issuer's
business,  financial  condition,  results of operations and  prospects,  general
economic conditions,  the securities markets in general and those for the Shares
in particular, other developments and other investment opportunities.  Depending
on such assessments,  the Reporting Person may acquire  additional Shares or may
determine  to sell or otherwise  dispose of all or some of the Shares  presently
held by AJR,  Cambrian  Fund,  the Managed  Accounts,  the Plan  and Mr. Roepers
(including  immediate  family  members of Mr. Roepers) in the  open market or in
private  transactions.  Such  actions  will  depend  upon a variety of  factors,
including, without limitation, current and anticipated future trading prices for
the Shares, the financial condition,  results of operations and prospects of the
Issuer, alternative investment opportunities, general economic, financial market
and industry  conditions  and other factors that the  Reporting  Person may deem
material to its investment decision.

          The  Reporting  Person will continue its active  discussions  with the
Issuer's  management  with  respect  to  actions  which  might  be  taken by the
management  of the  Issuer  to  maximize  shareholder  value of the  Issuer.  In
addition, the Reporting Person may hold discussions with other parties regarding
shareholder  value  enhancing  activities for the benefit of all of the Issuer's


<PAGE>


shareholders.  There can be no assurance that the Reporting Person will take any
of the actions described in the previous sentence.

          Except as set forth above,  the Reporting  Person has no present plans
or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.


Item 5.   Interest in Securities of the Issuer
          ------------------------------------

          Item 5 is hereby restated in its entirety as follows:

          (a) Based upon the information contained in Exhibit 99 to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
July 26, 2006, there were issued and outstanding 75,500,000 Shares as of July 2,
2006.

          (b) The  Reporting  Person  does  not  directly  own any  Shares.  The
Reporting Person has entered into an investment  advisory agreement with each of
AJR,  Cambrian  Fund,  the Managed  Accounts and the Plan  pursuant to which the
Reporting Person has investment authority with respect to the securities held by
such entities or in such  accounts.  Such power includes the power to dispose of
and the power to vote the Shares.  By reason of the  provisions of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended,  the Reporting Person is deemed
to be the beneficial owner of the Shares held by such entities and accounts.  In
addition,  the Reporting  Person has sole  dispositive and voting power over the
2,025  Shares  that may be  deemed  to be  beneficially  owned  by  Mr. Roepers.
Accordingly,  the Reporting  Person is deemed the beneficial  owner of 4,595,100
Shares, or 6.1% of the outstanding Shares.

          (c) The  following  table  details the  transactions  by the Reporting
Person,  on behalf of AJR,  Cambrian Fund, the Managed Accounts and the Plan, in


<PAGE>


Shares,  as well as transactions in Shares that may be deemed to be beneficially
owned by Mr. Roepers, on or during the sixty (60) days prior to August 9, 2006:


  Date               Quantity           Price              Type of Transaction
  ----               --------           -----              -------------------

  6/14/2006           30,000           $80.1621            Open Market Purchase
  7/11/2006           20,000           $79.4627            Open Market Purchase
  7/18/2006           20,000           $72.9999            Open Market Purchase
  7/26/2006          100,000           $71.5138            Open Market Purchase
  7/27/2006           20,300           $70.8756            Open Market Purchase
  7/28/2006           30,000           $71.4209            Open Market Purchase
  7/31/2006           80,000           $70.8919            Open Market Purchase
  8/01/2006           40,000           $70.1384            Open Market Purchase
  8/07/2006           50,200           $69.0537            Open Market Purchase
  8/08/2006           70,000           $68.4569            Open Market Purchase
  8/09/2006           80,000           $66.8159            Open Market Purchase


          Except  for the  transactions  listed  above,  neither  the  Reporting
Person, any entity for which the Reporting Person serves as investment  advisor,
nor any  person or entity  controlled by the Reporting  Person,  nor Mr. Roepers
(including Mr. Roepers' immediate family members) has traded Shares on or during
the sixty (60) days prior to August 9, 2006.



<PAGE>


                                    SIGNATURE
                                    ---------

          After  reasonable  inquiry  and  to  the  best  of  the  undersigned's
knowledge and belief,  the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.



                                          August 10, 2006


                                          ATLANTIC INVESTMENT MANAGEMENT, INC.


                                          By: /s/ Alexander J. Roepers
                                             -----------------------------------
                                              Alexander J. Roepers, President


      ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
               FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

