WASHINGTON, DC 20549


                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) August 20, 2002


                               Masco Corporation
               (Exact name of Registrant as Specified in Charter)

          Delaware                       1-5794                   38-1794485
          --------                       ------                   ----------
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

        21001 Van Born Road, Taylor, Michigan                48180
        -------------------------------------                -----
       (Address of Principal Executive Offices)            (Zip Code)

                                 (313) 274-7400
               Registrant's telephone number, including area code

Item 5. Other Events

     The opinion of John R. Leekley filed herewith is incorporated by reference
into the Company's Registration Statements on Form S-3 (No. 333-73802).

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

     99   Opinion of John R. Leekley


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         MASCO CORPORATION

                                         By: /s/ John R. Leekley
                                             Name:  John R. Leekley
                                             Title: Senior Vice President and
                                                      General Counsel

August 20, 2002

                                 EXHIBIT INDEX

99    Opinion of John R. Leekley