MASCO CORP /DE/ — Director's Dealing 2004

Aug 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2004-08-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-20	Common Stock	M	36000	$16.00	Acquired	219409	Direct
2004-08-20	Common Stock	F	17453	$32.10	Disposed	201956	Direct
2004-08-20	Common Stock	M	98000	$19.50	Acquired	299956	Direct
2004-08-20	Common Stock	F	59532	$32.10	Disposed	240424	Direct
2004-08-20	Common Stock	M	13605	$28.2244	Acquired	254029	Direct
2004-08-20	Common Stock	F	11962	$32.10	Disposed	242067	Direct
2004-08-20	Common Stock	M	34286	$28.00	Acquired	276353	Direct
2004-08-20	Common Stock	F	29906	$32.10	Disposed	246447	Direct
2004-08-20	Common Stock	F	17575	$32.10	Disposed	228872	Direct
2004-08-20	Common Stock	S	45463	$32.10	Disposed	183409	Direct
2004-08-20	Common Stock	S	72973	$32.10	Disposed	110436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1996-05-22	Employee Stock Option	$16.00	M	36000	Disposed	2006-05-22	Common Stock (36000)	Direct
2004-08-20	Employee Restoration Stock Option	$32.10	A	17453	Acquired	2006-05-22	Common Stock (17453)	Direct
1997-05-21	Employee Stock Option	$19.50	M	98000	Disposed	2007-05-21	Common Stock (98000)	Direct
2004-08-20	Employee Restoration Stock Option	$32.10	A	59532	Acquired	2007-05-21	Common Stock (59532)	Direct
1998-10-30	Employee Stock Option	$28.2244	M	13605	Disposed	2006-05-22	Common Stock (13605)	Direct
2004-08-20	Employee Restoration Stock Option	$32.10	A	11962	Acquired	2006-05-22	Common Stock (11962)	Direct
2003-12-04	Employee Stock Option	$28.00	M	34286	Disposed	2006-05-22	Common Stock (34286)	Direct
2004-08-20	Employee Restoration Stock Option	$32.10	A	29906	Acquired	2006-05-22	Common Stock (29906)	Direct

Footnotes

F1: Shares used to satisfy tax withholding obligation.

F2: This option was exercisable in cumulative annual installments of 14,000 shares on May 21, 1998 through 2004, with the balance exercisable on May 21, 2005.

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