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MASCO CORP /DE/ Director's Dealing 2004

Apr 2, 2004

30419_dirs_2004-04-02_f0da69ed-e88e-432e-9431-e108d709d0f9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2004-03-31

Reporting Person: FOLEY DANIEL R (V.P.-Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-03-31 Common Stock M 50000 $16.00 Acquired 223024 Direct
2004-03-31 Common Stock F 26061 $30.6965 Disposed 196963 Direct
2004-03-31 Common Stock M 40000 $19.50 Acquired 236963 Direct
2004-03-31 Common Stock F 25410 $30.6965 Disposed 211553 Direct
2004-03-31 Common Stock M 20000 $19.75 Acquired 231553 Direct
2004-03-31 Common Stock F 12868 $30.6965 Disposed 218685 Direct
2004-03-31 Common Stock M 9400 $19.50 Acquired 228085 Direct
2004-03-31 Common Stock F 5971 $30.6965 Disposed 222114 Direct
2004-03-31 Common Stock F 14947 $30.6965 Disposed 207167 Direct
2004-03-31 Common Stock S 34143 $30.6965 Disposed 173024 Direct
2004-03-31 Common Stock S 81081 $30.4711 Disposed 91943 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-05-22 Employee Stock Option $16.00 M 50000 Disposed 2006-05-22 Common Stock (50000) Direct
2004-03-31 Employee Restoration Stock Option $30.6965 A 26061 Acquired 2006-05-22 Common Stock (26061) Direct
1997-05-21 Employee Stock Option $19.50 M 40000 Disposed 2007-05-21 Common Stock (40000) Direct
2004-03-31 Employee Restoration Stock Option $30.6965 A 25410 Acquired 2007-05-21 Common Stock (25410) Direct
2000-02-16 Employee Stock Option $19.75 M 20000 Disposed 2010-02-16 Common Stock (20000) Direct
2004-03-31 Employee Restoration Stock Option $30.6965 A 12868 Acquired 2010-02-16 Common Stock (12868) Direct
2002-12-10 Employee Stock Option $19.50 M 9400 Disposed 2012-12-10 Common Stock (9400) Direct
2004-03-31 Employee Restoration Stock Option $30.6965 A 5971 Acquired 2012-12-10 Common Stock (5971) Direct

Footnotes

F1: Shares used to satisfy tax withholding obligation.

F2: This option was exercisable in cumulative annual installments of 10,000 shares on May 22, 1999 through 2003, with the balance exercisable on May 22, 2004.

F3: This option was exercisable in cumulative annual installments of 10,000 shares on May 21, 1999 through 2004, with the balance exercisable on May 21, 2005.

F4: This option was exercisable in cumulative annual installments of 16,000 shares on February 16, 2001 through February 16, 2005.

F5: This option was exercisable in cumulative annual installments of 9,400 shares on December 10, 2003 through December 10, 2007.

F6: Grant of option under Masco Corporation 1991 Long Term Stock Incentive Plan, in transactions exempt under Rule 16 b-3.