<SUBMISSION>
<ACCESSION-NUMBER>0000905718-06-000362
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20061117
<DATE-OF-FILING-DATE-CHANGE>20061117
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>BLACK & DECKER CORP
<CIK>0000012355
<ASSIGNED-SIC>3540
<IRS-NUMBER>520248090
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1205
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-34243
<FILM-NUMBER>061224990
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>701 E JOPPA RD
<CITY>TOWSON
<STATE>MD
<ZIP>21286
<PHONE>4107163900
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>701 EAST JOPPA ROAD
<STREET2>MAIL STOP TW 290
<CITY>TOWSON
<STATE>MD
<ZIP>21286
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BLACK & DECKER MANUFACTURING CO
<DATE-CHANGED>19850206
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ATLANTIC INVESTMENT MANAGEMENT INC
<CIK>0001063296
<IRS-NUMBER>133482911
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>666 FIFTH AVENUE
<STREET2>34TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10103
<PHONE>2126886644
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>666 FIFTH AVENUE
<STREET2>34TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10103
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>black13dam2.txt
<DESCRIPTION>SC 13D/A
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*



                         THE BLACK & DECKER CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common stock, par value $0.50 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    091797100
--------------------------------------------------------------------------------
                                 (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
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 16, 2006
--------------------------------------------------------------------------------
             (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
--------------------------------------------------------------------------------
1)   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

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

            (a)              (b)

--------------------------------------------------------------------------------
3)   SEC Use Only

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

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

--------------------------------------------------------------------------------
     Number of                          7)  Sole Voting Power:        3,369,000*
                                        ----------------------------------------
     Shares Beneficially                8)  Shared Voting Power:              0
                                        ----------------------------------------
     Owned by
     Each Reporting                     9)  Sole Dispositive Power:   3,369,000*
                                        ----------------------------------------
     Person With:                      10)  Shared Dispositive Power:         0
                                        ----------------------------------------
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                    3,369,000*
--------------------------------------------------------------------------------
12)  Check  if  the  Aggregate  Amount in  Row (11) Excludes Certain Shares (See
     Instructions):
                      Not Applicable
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row (11):      4.9%*
--------------------------------------------------------------------------------
14)  Type of Reporting Person (See Instructions):  IA

--------------------------------------------------------------------------------

* Includes:  (i) 1,371,504 shares (2.0%) 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)  1,750,710   Shares  (2.6%)
beneficially  owned by Cambrian  Master  Fund,  Ltd., a British  Virgin  Islands
company,  and (iii) 246,786 Shares (0.4%) held in several Managed  Accounts (the
"Managed  Accounts").  Atlantic  Investments  Management,  Inc.,  serving as the
investment  advisor of the foregoing parties and the Managed Accounts,  has sole
voting and sole  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 3,369,000 Shares
over which the Reporting  Person has sole  dispositive  and sole 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 ("Managed  Accounts");  (iv) the Reporting Person's 401k/Profit Sharing
Plan (the  "Plan");  and (v) Mr.  Alexander J.  Roepers,  the President and sole
stockholder 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 5.   Interest in Securities of the Issuer
          ------------------------------------

          Item 5 is hereby restated in its entirety as follows:

          (a) Based upon the  information  contained in the  Issuer's  Quarterly
Report on Form 10-Q for the  quarterly  period  ended  October 1, 2006 and filed
with the  Securities  and Exchange  Commission  on November 9, 2006,  there were
issued and outstanding 68,026,878 Shares as of October 27, 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 sole power to dispose
of and the sole 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 had sole dispositive and sole voting
power over  Shares  that were deemed to be  beneficially  owned by Mr.  Roepers.
Accordingly,  the Reporting  Person is deemed the beneficial  owner of 3,369,000
Shares or 4.9% of the outstanding Shares. As of November 16, 2006, the Reporting
Person  ceased to be the  beneficial  owner of more  than 5% 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
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  November  15,
2006 as well as on November 16, 2006:

<PAGE>


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

9/15/2006             13,200           $80.7602             Open Market Sale
9/18/2006             40,000           $80.8254             Open Market Sale
9/19/2006             15,100           $80.1000             Open Market Sale
9/25/2006             54,300           $78.5982             Open Market Sale
9/26/2006             34,900           $79.5018             Open Market Sale
9/27/2006             79,600           $79.6826             Open Market Sale
10/2/2006                900           $80.3644             Open Market Sale
10/3/2006            192,000           $80.5279             Open Market Sale
10/5/2006            211,000           $81.2511             Open Market Sale
10/9/2006             50,000           $82.2155             Open Market Sale
10/10/2006            50,000           $82.6437             Open Market Sale
11/1/2006            100,000           $83.8800             Open Market Sale
11/3/2006              3,315           $84.6964             Open Market Sale
11/6/2006            200,000           $85.0650             Open Market Sale
11/7/2006             25,000           $85.3052             Open Market Sale
11/8/2006             37,200           $85.5442             Open Market Sale
11/9/2006             37,800           $85.8689             Open Market Sale
11/15/2006            60,000           $89.8848             Open Market Sale
11/16/2006            60,000           $89.1371             Open Market Sale


          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 November 15, 2006 as well as November 16, 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.



                                          November 16, 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).

</TEXT>
</DOCUMENT>
</SUBMISSION>
