Company Name: Black & Decker Corp.
Public Availability Date: 11-06-1986

INQUIRY LETTER 1

MILES & STOCKBRIDGE
10 LIGHT STREET
BALTIMORE, MARYLAND 21202
TELEPHONE(301) 727-6464

September 19, 1986

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: The Black & Decker Corporation
(Commission File No. 1-1553)

Gentlemen:

Enclosed for filing on behalf of the Black & Decker Corporation (the "Company") pursuant to Rule 14a-8(d) promulgated under the Securities Exchange Act of 1984, as amended, are five copies of the following items:

1. The shareholder proposal of Lewis D. and John J. Gilbert relating to the annual ratification by the Company's shareholders of the Company's selection of independent auditors; and

2. The Company's statement of the reasons why it believes the shareholder proposal and statement in support thereof should be excluded from the Company's Proxy Statement for the Company's Annual Meeting of Stockholders to be held January 26, 1987.

The Company presently intends to file preliminary copies of its Proxy Statement and form of Proxy with the Securities and Exchange Commission on November 18, 1986. By copy of this letter and the enclosed letter of Barbara B. Lucas, Vice President and Corporate Secretary of the Company, the Company has notified the Gilberts of its intention to exclude the proposal and statement in support thereof from the Proxy Statement.

If you have any questions relating to the above-referenced matter, please do not hesitate to contact myself or Glenn C. Campbell, Esquire of this office at (301) 727-6464 or 621-5367 (Washington exchange).

Very truly yours,

John B. Frisch

JBF/mcp

Enclosures

cc: Certified/Return Receipt Requested
Lewis D. Gilbert
John J. Gilbert
1165 Park Avenue
New York, New York 10128-1210

[INQUIRY LETTER 2]

BLACK & DECKER
701 EAST JOPPA ROAD
TOWSON, MARYLAND 21204

September 19, 1986

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: The Black & Decker Corporation
(Commission File No. 1-1553)

Gentlemen:

The Black & Decker Corporation (the "Company") has received a letter, dated July 18, 1986, from Lewis D. Gilbert and John J. Gilbert requesting the Company to include a stockholder proposal in the Company's Proxy Statement for the Annual Meeting of Stockholders to be held January 26, 1987 (the "Proxy Statement"). A copy of the letter setting forth the proposed resolution and statement in support thereof is enclosed.

In their letter the Gilberts request that the Company include the following proposal in the Proxy Statement:

RESOLVED: That the stockholders of Black and Decker Corporation, assembled in annual meeting in person and by proxy, hereby request that, beginning with the annual meeting of 1987, the selection of auditors of the Company shall be submitted for shareholder ratification.

Pursuant to Rule 14a-8(c)(10), a registrant may omit a proposal and any statement in support thereof from its proxy statement and form of proxy if the proposal has been rendered moot. On September 18, 1986 the Company's Board of Directors adopted a policy providing for the submission of the Company's selection of independent auditors to the Company's shareholders for ratification at future annual shareholder meetings. Consistent with this policy, the Company will include a proposal in its Proxy Statement proposing shareholder ratification of the Company's selection of auditors for its 1987 fiscal year. For this reason, the Company believes that the proposal submitted by the Gilberts has been rendered moot and may therefore be excluded from the Proxy Statement pursuant to Rule 14a-8(c)(10).

The Company believes its position is consistent with that taken by the Staff of the Commission on several occasions. See, for example, Mercantile Bankshares Corporation (letter available February 1, 1979). Accordingly, the Company requests that the Staff of the Commission concur in its view that the proposal and supporting statement may be excluded from the Proxy Statement.

Very truly yours,

Barbara B. Lucas
Vice President and Corporate Secretary

[INQUIRY LETTER 3]

Lewis D. Gilbert
1165 Park Avenue
New York, NY 10128
TELEPHONE(212) 289-3331

Ms. Barbara B. Lucas, Secretary
Black and Deckar Corporation
701 East Joppa Road
Towson, Maryland 21204

Dear Sir:

The holdings mentioned in the attached resolution may not be accurate.

Please check your records for the proper amounts in the said names.

Sincerely,

Lewis D. Gilbert

P.S. The family interest includes:

RUFFY CORP.
GILBERT SNYDEX

[INQUIRY LETTER 4]

Lewis D. Gilbert, John J. Gilbert
1165 Park Avenue
New York, N.Y. 10128-1210
TELEPHONE(212) 289-3331

Ms. Barbara B. Lucas, Secretary
Black and Decker Corporation
701 East Joppa Road
Towson, Maryland 21204

Dear Ms. Lucas:

Pursuant to Rule X-14 of the Securities and Exchange Commission, this letter is formal-notice to the management of Black and Decker Corporation that, at the coming annual meeting of 1987, Lewis D. and/or John J. Gilbert, co-trustees under the will of Caston J. Gilbert for 200 shares, and representing an additional family interest of 400 shares, and John J. Gilbert is also the owner of 60 shares, will cause to be introduced from the floor the following resolution. AS SHOWN BY THE BOOKS AND RECORDS OF THE CORPORATION THE GILBERTS HAVE BEEN OWNERS.

We ask that, if the management intends to oppose this resolution, our names and address, as above, together with the number of shares owned and represented by us, as recorded on the stock ledger of the Corporation, be printed in the proxy statement, together with the text of the resolution and the statement of reasons for its introduction. We also ask that the substance of the resolution be included in the notice of the annual meeting.

RESOLVED: That the stockholders of Black and Decker Corporation, assembled in annual meeting in person and by proxy, hereby request that, beginning with the annual meeting of 1987, the selection of the auditors of the Company shall be submitted for shareholder ratification.

REASONS

The 43rd Annual Report of the Securities and Exchange Commission disclosed that 3403 corporations now ratify auditors at the annual meeting.

It is proper that the auditors stand for election each year.

This resolution will insure that the auditing certificate will be properly addressed to include the shareholders and not just the Board of Directors. And that the auditors will be present at the annual meeting.

If you agree, please mark your proxy for this resolution; otherwise it is automatically cost against it, unless you have marked to abstain.

Sincerely,

Lewis D. Gilbert

John J. Gilbert

cc: Securities and Exchange Commission
Washington, D.C. 20549

[STAFF REPLY LETTER]

November 1, 1986

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: The Black & Decker Corporation (the "Company")
Incoming letter dated September 19, 1986

The proposal relates to the annual ratification by Company shareholders of the Company's selection of independent auditors.

There appears to be some basis for your view that the proposal may be omitted from the Company's proxy material under Rule 14a-8(c)(10). Under the circumstances, this Division will not recommend any enforcement action to the Commission if the Company omits the subject proposal from its proxy material.

Sincerely,

Cecilia D. Blye
Special Counsel