MASCO CORP /DE/ — Director's Dealing 2006

Dec 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASCO CORP /DE/ (MAS)
CIK: 0000062996
Period of Report: 2006-12-05

Reporting Person: PAYNE LISA A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-05	Common Stock	A	6900	—	Acquired	6900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-05	Non-Employee Director Stock Option	$29.04	A	32000	Acquired	2016-12-05	Common Stock (32000)	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 2005 Long Term Stock Incentive Plan, in transactions exempt under Rule 16 b-3.