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: 2004-09-24

Reporting Person: WADHAMS TIMOTHY (Sr. V.P. & CFO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-24	Common Stock	M	90000	$20.75	Acquired	243060	Direct
2004-09-24	Common Stock	F	35730	$34.1236	Disposed	207330	Direct
2004-09-24	Common Stock	M	14400	$19.50	Acquired	221730	Direct
2004-09-24	Common Stock	F	8229	$34.1236	Disposed	213501	Direct
2004-09-24	Common Stock	F	12578	$34.1236	Disposed	200923	Direct
2004-09-24	Common Stock	S	47854	$34.1236	Disposed	153069	Direct
2004-09-24	Common Stock	S	26000	$34.0569	Disposed	127069	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2001-10-09	Employee Stock Option	$20.75	M	90000	Disposed	2011-01-14	Common Stock (90000)	Direct
2004-09-24	Employee Restoration Stock Option	$34.1236	A	35730	Acquired	2011-01-14	Common Stock (35730)	Direct
2002-12-10	Employee Stock Option	$19.50	M	14400	Disposed	2012-12-10	Common Stock (14400)	Direct
2004-09-24	Employee Restoration Stock Option	$34.1236	A	8229	Acquired	2012-12-10	Common Stock (8229)	Direct

F1: Shares used to satisfy tax withholding obligation.

F2: This option is exercisable in cumulative annual installments of 30,000 shares on January 14, 2002 through January 14, 2006.

F3: This option is exercisable in cumulative annual installments of 14,400 shares on December 10, 2003 through December 10, 2007.

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