MASCO CORP /DE/ — Director's Dealing 2003

Dec 8, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2003-12-04

Reporting Person: GARGARO EUGENE A JR (V.P. & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-04	Common Stock	M	72000	$18.00	Acquired	323616	Direct
2003-12-04	Common Stock	M	60000	$16.00	Acquired	383616	Direct
2003-12-04	Common Stock	F	34286	$28.00	Disposed	349330	Direct
2003-12-04	Common Stock	F	15660	$28.00	Disposed	333670	Direct
2003-12-04	Common Stock	S	35769	$28.00	Disposed	297901	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1993-12-08	Employee Stock Option	$18.00	M	72000	Disposed	2013-10-29	Common Stock (72000)	Direct
1996-05-22	Employee Stock Option	$16.00	M	60000	Disposed	2006-05-22	Common Stock (60000)	Direct
2003-12-04	Employee Restoration Stock Option	$28.00	A	34286	Acquired	2006-05-22	Common Stock (34286)	Direct

Footnotes

F1: Shares used to satisfy tax withholding obligation.

F2: This option was exercisable in cumulative annual installments of 12,000 shares on December 8 of 1998, 1999 and 2000 with the balance exercisable 12/08/2001.

F3: This option was exercisable in cumulative annual installments of 12,000 shares on May 22, 1999 through 2003, with the balance exercisable on May 22, 2004.

F4: Grant of option under Masco Corporation's 1991 Long Term Stock Incentive Plan, in transactions exempt under Rule 16b-3.