MASCO CORP /DE/ - Director's Dealing 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2004-12-22

Reporting Person: MANOOGIAN RICHARD A (Director, Chairman & CEO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-22	Common Stock	M	300000	$16.00	Acquired	5297028	Direct
2004-12-22	Common Stock	F	131578	$36.48	Disposed	5165450	Direct
2004-12-22	Common Stock	F	51115	$36.48	Disposed	5114335	Direct
2003-12-22	Common Stock	M	300000	$19.50	Acquired	5414335	Direct
2004-12-22	Common Stock	F	160362	$36.48	Disposed	5253973	Direct
2004-12-22	Common Stock	F	42380	$36.48	Disposed	5211593	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1996-05-22	Employee Stock Option	$16.00	M	300000	Disposed	2006-05-22	Common Stock (300000)	Direct
2004-12-22	Employee Restoration Option	$36.48	A	131578	Acquired	2006-05-22	Common Stock (131578)	Direct
1997-05-21	Employee Stock Option	$19.50	M	300000	Disposed	2007-05-21	Common Stock (300000)	Direct
2004-12-22	Employee Restoration Option	$36.48	A	160362	Acquired	2007-05-21	Common Stock (160362)	Direct

F1: Shares used to satisfy tax withholding obligation.

F2: This option was exercisable in cumulative installments of 60,000 shares on May 22, 2002 and 2003 and 180,000 shares on May 22, 2004.

F3: Grant of option under Masco Corporation 1991 Long Term Stock Incentive Plan, in transactions exempt under Rule 16b-3.

F4: This option is exercisable in cumulative installments of 200,000 shares on May 21, 2002 through 2004 and 600,000 shares on May 21, 2005.