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) October 29, 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

     On October 29, 2002 the Company issued a press release announcing
preliminary settlement of certain previously reported class action litigation
relating to products formerly manufactured by the Company's Behr Process
Corporation subsidiary, reaffirming third quarter earnings guidance and
announcing its third quarter 2002 conference call. A copy of the press release
is included as Exhibit 99.

     Item 7. Financial Statements, Pro Forma Financial Information and

     (c) Exhibits

           99   Press Release dated October 29, 2002


     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/ Timothy Wadhams
                                             Name:  Timothy Wadhams
                                             Title: Vice President - Chief
                                                      Financial Officer

October 29, 2002

                                 EXHIBIT INDEX

     99 Press Release dated October 29, 2002.