MASCO CORP /DE/ — Director's Dealing 2004

Jan 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2004-01-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-14	Common Stock	A	10000	—	Acquired	126060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-14	Employee Stock Option	$26.50	A	30000	Acquired	2014-01-14	Common Stock (30000)	Direct

Footnotes

F1: N/A

F2: The foregoing option is exercisable in annual installments 20% one year from the date of grant and 20% annually thereafter for 4 years.

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