Exhibit 10(ee)(2)

                                                               
                                  AMENDMENT TO
                               THE BLACK & DECKER
                        1996 EMPLOYEE STOCK PURCHASE PLAN

         Pursuant to the powers of amendment  reserved  under  Section 11 of The
Black & Decker 1996  Employee  Stock  Purchase  Plan (the  "Plan"),  The Black &
Decker  Corporation  (the  "Corporation")  hereby  amends  the Plan as  follows,
effective as of the dates specified below:

                                  FIRST CHANGE

         Effective as of the first Offering Date following the date of execution
hereof, Section 1(e) of the Plan is amended in its entirety to read as follows:

                  (e) "Eligible  Employees" as of any applicable  Offering Date,
         shall  mean  all  Employees   who  are  employed  by  a   Participating
         Corporation  on the Offering  Date,  and who have been, at any time, in
         the employ of the Corporation or any of its  Subsidiaries  continuously
         for at least one year,  other than (i) persons who are  officers of the
         Corporation  within the meaning of the Exchange  Act on the  applicable
         Offering Date,  unless they are not "highly  compensated  employees" as
         defined  in  Section  414(q) of the Code;  and (ii)  persons  who after
         purchasing  shares of Common  Stock  under the Plan would own shares of
         capital  stock  possessing  five percent or more of the total  combined
         voting power or value of all classes of  outstanding  capital  stock of
         the  Corporation  or any  of  its  Subsidiaries.  For  purposes  of the
         preceding  sentence,  capital stock that any person may purchase  under
         outstanding  stock  options shall be treated as owned by the person and
         the provisions of Section 425(b) of the Code shall apply.

                                  SECOND CHANGE

         Effective as of the original Offering Date under the Plan, Section 1(f)
of the Plan is amended in its entirety to read as follows:

                  (f)  "Employee"  shall mean each person who, on the applicable
         Offering  Date,  is  classified  by  the  Corporation  or  any  of  its
         Subsidiaries  as an active,  regular  full-time  or an active,  regular
         part-time  employee  of the  Corporation  or  any of its  Subsidiaries,
         including,  but not limited to,  officers  of the  Corporation  and its
         Subsidiaries,  provided  that such  employee's  normal  work week is at
         least twenty hours per week, and provided further that the


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         term "Employee"  shall not include any person who is on leave or layoff
         status or is otherwise inactive.

                                  THIRD CHANGE

         Effective as of the first Offering Date following the date of execution
hereof, Section 1 of the Plan is amended by the addition of the following as new
Section  1(l),  and  the  remaining  subsections   thereunder  are  redesignated
accordingly:

                  (l) "Participating  Corporation" as of any applicable Offering
         Date shall mean the Corporation and all Subsidiaries,  other then those
         entities that are designated by the Vice  President of Human  Resources
         of the Corporation as being ineligible to participate.  A Participating
         Corporation  shall  continue as such until the Vice  President of Human
         Resources of the Corporation changes the designation.

                                  FOURTH CHANGE

         Effective as of the first Offering Date following the date of execution
hereof,  Subsection  1(p) of the Plan (formerly  Subsection 1(o) of the Plan) is
hereby amended in its entirety to read as follows:

                  (p)  "Subsidiaries"  shall mean a corporation of which capital
         stock  possessing  more than 50% of the total combined  voting power of
         all classes of its capital  stock  entitled  to vote  generally  in the
         election of  directors is owned in the  aggregate  by the  Corporation,
         directly  or  indirectly,  through one or more  Subsidiaries.  The term
         "Subsidiaries" shall also mean an entity that is wholly owned, directly
         or  indirectly,   by  the  Corporation,   the  existence  of  which  is
         disregarded for U.S. income tax purposes.

                                  FIFTH CHANGE

         Effective as of the original Offering Date under the Plan, Section 2 of
the Plan is amended by the addition of a new  Subsection (c)  thereunder,  which
shall read as follows:

                  (c) Any person may, by written notice to the Vice President of
         Human  Resources of the  Corporation or his or her designee,  or to the
         Corporation  or any of its  Subsidiaries,  waive  his or her  right  to
         participate in the Plan.



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<PAGE>



                                  SIXTH CHANGE

         Effective as of the original  Offering Date under the Plan,  Section 10
of the Plan is amended in its entirety to read as follows:

         10.      Administration.

                  The Plan shall be  administered by the Vice President of Human
         Resources of the Corporation, who shall have full authority, consistent
         with the Plan,  to interpret  the Plan,  to  promulgate  such rules and
         regulations  with  respect  to the Plan as he or she  deems  desirable,
         including,  but not limited to,  designating  those  Subsidiaries  that
         qualify as Participating Corporations,  and determining the eligibility
         of any person to participate in the Plan. All decisions, determinations
         and  interpretations of the Vice President of Human Resources or his or
         her designee shall be binding upon all persons and shall be made in his
         or her sole and absolute discretion.

         The Plan, as amended by the foregoing  changes,  is hereby ratified and
confirmed in all respects.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this Amendment to be
executed   by   its   duly   authorized   officers   on   this   12th   day   of
February, 1997.




WITNESS/ATTEST:                             THE BLACK & DECKER CORPORATION

/s/  LOWELL R. BOWEN                        By: /s/ CHARLES E. FENTON
Lowell R. Bowen                             Charles E. Fenton
                                            Senior Vice President


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