Pursuant to Rule 424(b)(5)
                                                      Registration No. 333-58034
                                                                       333-73802
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 8, 2002)

                               22,000,000 SHARES

                               MASCO CORPORATION

                                  COMMON STOCK

                             ----------------------

     Masco Corporation is offering all of these shares and will receive all of
the proceeds of this offering.

     Our common stock is listed on the New York Stock Exchange under the symbol
"MAS." On May 8, 2002, the last reported sale price of our common stock on the
NYSE was $28.80 per share.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" SECTION
BEGINNING ON PAGE 4 OF THE PROSPECTUS.

     The underwriters have agreed to purchase from Masco the shares of common
stock offered hereby for a purchase price of $27.20 per share, with proceeds
(before expenses) to Masco of $598,400,000. The underwriters offered the shares
at an initial offering price of $27.85, for total gross proceeds of $612,700,000
and an underwriting discount of $.65 per share, or $14,300,000 in the aggregate.
After the initial public offering, the underwriters may change the public
offering price and other selling terms.

     We have granted the underwriters a 30-day option to purchase up to
3,300,000 additional shares of common stock to cover overallotments, if any.

     Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

     The shares will be ready for delivery on or about May 14, 2002.

                             ----------------------

                          Joint Book-Running Managers
MERRILL LYNCH & CO.                                         SALOMON SMITH BARNEY

                             ----------------------

             The date of this prospectus supplement is May 8, 2002.


                               TABLE OF CONTENTS



                                                                PAGE
                                                                ----
                                                             
                   PROSPECTUS SUPPLEMENT
Recent Developments.........................................     S-3
Use Of Proceeds.............................................     S-5
Price Range of Common Stock.................................     S-5
Dividend Policy.............................................     S-5
Material U.S. Federal Tax Considerations for Non-U.S.
  Holders...................................................     S-6
Underwriting................................................     S-8
Experts.....................................................    S-10
                         PROSPECTUS
About This Prospectus.......................................       3
Special Note Regarding Forward-Looking Statements...........       3
Masco Corporation...........................................       4
Risk Factors................................................       4
Use of Proceeds.............................................       5
Ratio of Earnings to Fixed Charges..........................       5
Description of Debt Securities..............................       5
Description of Capital Stock................................      15
Description of Depositary Shares............................      18
Description of Share Purchase Contracts and Share Purchase
  Units.....................................................      20
Plan of Distribution........................................      21
Legal Opinions..............................................      21
Experts.....................................................      22
Where You Can Find More Information.........................      22


                             ----------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.

     The terms "Masco," "we," "us," and "our" refer to Masco Corporation.

                                       S-2


                              RECENT DEVELOPMENTS

     On May 6, 2002, Masco announced its results for the first fiscal quarter
ended March 31, 2002. Net sales for the first quarter of 2002 increased
approximately 11% to $2,100 million compared with $1,896 million for the first
quarter of 2001. North American and International sales increased approximately
13% and 1%, respectively, for the first quarter of 2002 compared with the first
quarter of 2001. Net income for the first quarter of 2002 was $150.2 million and
diluted earnings per common share increased to $0.31 compared with $0.25 per
common share ($0.29 excluding goodwill amortization) for the first quarter of
2001. Operating profit margin for the first quarter of 2002 benefited from
increased internal growth and profit improvement programs. Operating profit
margin was 13.8% for the first quarter of 2002 compared with 11.2% (12.4%
excluding $23 million of goodwill amortization) for the first quarter of 2001.
Selling, general and administrative expenses as a percentage of sales were 16.9%
for the first quarter of 2002 compared with 16.8% in the 2001 first quarter.
Gross margins were 30.8% in the first quarter of 2002 compared with 29.2% in the
first quarter of 2001.

     Excluding acquisitions and divestitures, net sales for the first quarter of
2002 increased 8% over the first quarter of 2001, with North American sales
increasing 11% and International sales decreasing 6%. In local currencies,
International sales were down 2% for the first quarter of 2002. Sales by segment
in the 2002 first quarter compared with the first quarter of 2001 were:

     - Cabinets and Related Products segment sales increased approximately 9%;
       excluding acquisitions and divestitures, sales increased approximately
       7%;

     - Plumbing Products segment sales increased approximately 12%; excluding
       acquisitions, sales increased approximately 11%;

     - Installation and Other Services segment sales, including the effect of a
       divestiture, decreased approximately 8%; excluding the divestiture, sales
       increased approximately 6%;

     - Decorative Architectural Products segment sales increased by
       approximately 11%; and

     - Other Specialty Products segment sales increased approximately 76%;
       excluding acquisitions and divestitures, sales decreased approximately
       5%.

     The following condensed consolidated statements of income for the three
months ended March 31, 2002 and the three months ended March 31, 2001, and the
condensed consolidated balance sheet as of March 31, 2002 have been derived from
the unaudited financial statements of Masco not contained herein and include all
adjustments of a normal recurring nature necessary to present fairly Masco's
results of operations and financial position. The condensed consolidated balance
sheet for the year ended December 31, 2001 has been derived from audited
financial statements. The following information is not complete and should be
read in conjunction with the historical audited annual financial statements of
Masco incorporated by reference in the accompanying prospectus.

                                       S-3


                               MASCO CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                  (UNAUDITED)
                  (AMOUNT IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                                THREE MONTHS ENDED
                                                                     MARCH 31
                                                              -----------------------
                                                                 2002         2001
                                                              ----------   ----------
                                                                     
Net Sales(1)................................................  $2,100,000   $1,896,000
Cost of Sales...............................................   1,454,050    1,341,840
                                                              ----------   ----------
  Gross Profit..............................................     645,950      554,160
Selling, General and Administrative Expenses(1).............     355,350      318,760
Amortization of Acquired Goodwill...........................          --       23,000
                                                              ----------   ----------
  Operating Profit..........................................     290,600      212,400
Charge for Disposition of Businesses........................          --           --
Other (Expense), Net........................................     (63,000)     (35,400)
                                                              ----------   ----------
  Income before Income Taxes................................     227,600      177,000
Income Taxes................................................      77,400       62,000
                                                              ----------   ----------
Net Income..................................................  $  150,200   $  115,000
                                                              ==========   ==========
Earnings Per Common Share (Diluted):
  As Reported...............................................  $     0.31   $     0.25
  Goodwill Amortization.....................................          --         0.04
                                                              ----------   ----------
  As Adjusted...............................................  $     0.31   $     0.29
                                                              ==========   ==========
Average (Diluted) Shares Outstanding........................     483,900      463,700
                                                              ==========   ==========


---------------
(1) Co-operative advertising in 2002 is included as a reduction in net sales;
    amounts in prior periods have been reclassified from selling expense to
    conform with the 2002 presentation. This reclassification had no effect on
    earnings.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (AMOUNTS IN THOUSANDS)



                                                                (UNAUDITED)
                                                                 MARCH 31,     DECEMBER 31,
                                                                   2002            2001
                                                                -----------    ------------
                                                                         
ASSETS
Current Assets:
  Cash and Cash Investments.................................    $  238,160      $  311,990
  Receivables...............................................     1,377,180       1,204,210
  Inventories...............................................       897,250         913,100
  Prepaid Expenses and Other................................       171,000         197,620
                                                                ----------      ----------
       Total Current Assets.................................     2,683,590       2,626,920
Other Noncurrent Assets.....................................     1,084,840       1,017,010
Property and Equipment, Net.................................     2,009,720       2,016,730
Goodwill and Other Intangible Assets, Net...................     3,564,740       3,522,670
                                                                ----------      ----------
                                                                $9,342,890      $9,183,330
                                                                ==========      ==========
LIABILITIES
Current Liabilities:
  Notes Payable.............................................    $  130,690      $  129,860
  Accounts Payable..........................................       402,540         322,280
  Accrued Liabilities.......................................       782,720         784,420
                                                                ----------      ----------
       Total Current Liabilities............................     1,315,950       1,236,560
                                                                ----------      ----------
Long-term Debt..............................................     3,576,350       3,627,630
                                                                ----------      ----------
Deferred Taxes and Other....................................       217,760         199,310
                                                                ----------      ----------
SHAREHOLDERS' EQUITY........................................     4,232,830       4,119,830
                                                                ----------      ----------
                                                                $9,342,890      $9,183,330
                                                                ==========      ==========


                                       S-4


                                USE OF PROCEEDS

     The net proceeds to us from the sale of the common stock offered hereby,
estimated to be approximately $598 million (approximately $688 million if the
overallotment option is exercised), will be applied toward the repayment of bank
indebtedness and other general corporate purposes. This bank indebtedness was
incurred under several credit agreements, principally to assist in the financing
of acquisitions of businesses and for general corporate purposes. The
indebtedness under these agreements matures at various times between July 2002
and November 2005. Interest is payable on borrowings under these agreements
based on various floating rate options we select.

                          PRICE RANGE OF COMMON STOCK

     Our common stock is listed and traded on the New York Stock Exchange under
the symbol "MAS." The following table indicates the high and low sales prices of
our common stock as reported by the New York Stock Exchange and the cash
dividends declared per share for the periods indicated.



                                                               MARKET PRICE
                                                              ---------------   DIVIDENDS
                                                               HIGH     LOW     DECLARED
                          QUARTER                             ------   ------   ---------
                                                                       
2002
  Second (through May 8, 2002)..............................  $29.43   $26.25    $    -
  First.....................................................  $28.99   $24.10    $ 0.13 1/2
2001
  Fourth....................................................  $24.99   $19.50    $ 0.27
  Third.....................................................   26.52    17.76        --
  Second....................................................   25.94    22.00      0.13
  First.....................................................   26.94    21.42      0.13
                                                                                 ------
     Total..................................................                     $ 0.53
                                                                                 ======
2000
  Fourth....................................................  $27.00   $14.50    $ 0.13
  Third.....................................................   22.25    17.56      0.13
  Second....................................................   25.38    16.81      0.12
  First.....................................................   25.38    17.06      0.12
                                                                                 ------
     Total..................................................                     $ 0.50
                                                                                 ======


     On March 15, 2002, there were approximately 6,000 holders of record of our
common stock.

                                DIVIDEND POLICY

     We expect that our practice of paying quarterly dividends on our common
stock will continue, although the payment of future dividends is at the
discretion of our Board of Directors and will continue to depend upon our
earnings, capital requirements, financial condition and other factors.

                                       S-5


         MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

     The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of common stock by
a beneficial owner that is a "non-U.S. holder" and that does not own, and is not
deemed to own, more than 5% of our common stock. A "non-U.S. holder" is a person
or entity that, for U.S. federal income tax purposes, is a:

     - non-resident alien individual, other than certain former citizens and
       residents of the United States subject to tax as expatriates,

     - foreign corporation, or

     - foreign estate or trust.

     This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), and administrative pronouncements, judicial decisions and final,
temporary and proposed Treasury regulations, changes to any of which subsequent
to the date of this prospectus may affect the tax consequences described herein.
This discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant to non-U.S. holders in light of their particular
circumstances and does not address any tax consequences arising under the laws
of any state, local or foreign jurisdiction. Prospective holders are urged to
consult their tax advisors with respect to the particular tax consequences to
them of owning and disposing of common stock, including the consequences under
the laws of any state, local or foreign jurisdiction.

DIVIDENDS

     Dividends paid to a non-U.S. holder of common stock generally will be
subject to withholding tax at a 30% rate or a reduced rate specified by an
applicable income tax treaty. In order to obtain a reduced rate of withholding,
a non-U.S. holder will be required to provide an Internal Revenue Service Form
W-8BEN certifying its entitlement to benefits under a treaty.

     The withholding tax does not apply to dividends paid to a non-U.S. holder
who provides a Form W-8ECI, certifying that the dividends are effectively
connected with the non-U.S. holder's conduct of a trade or business within the
United States. Instead, the effectively connected dividends will be subject to
regular U.S. income tax as if the non-U.S. holder were a U.S. resident. A
non-U.S. corporation receiving effectively connected dividends may also be
subject to an additional "branch profits tax" imposed at a rate of 30% (or a
lower treaty rate).

GAIN ON DISPOSITION OF COMMON STOCK

     A non-U.S. holder generally will not be subject to U.S. federal income tax
on gain realized on a sale or other disposition of common stock unless the gain
is effectively connected with a trade or business of the non-U.S. holder in the
United States, subject to an applicable treaty providing otherwise. An
individual who is present in the United States for 183 days or more in the
taxable year of disposition, and is not otherwise a resident of the United
States for U.S. federal income tax purposes, should consult his or her own tax
advisor regarding the U.S. federal income tax consequences of the sale, exchange
or other disposition of common stock.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

     Information returns will be filed with the Internal Revenue Service in
connection with payments of dividends and the proceeds from a sale or other
disposition of common stock. You may have to comply with certification
procedures to establish that you are not a United States person in order to
avoid information reporting and backup withholding tax requirements. The
certification procedures required to claim a reduced rate of withholding under a
treaty will satisfy the certification requirements necessary to avoid the backup
withholding tax as well. The amount of any backup withholding from a payment to
you

                                       S-6


will be allowed as a credit against your United States federal income tax
liability and may entitle you to a refund, provided that the required
information is furnished to the Internal Revenue Service.

FEDERAL ESTATE TAX

     An individual non-U.S. holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the common stock will be required
to include the value of the stock in his gross estate for U.S. federal estate
tax purposes, and may be subject to U.S. federal estate tax, unless an
applicable estate tax treaty provides otherwise.

                                       S-7


                                  UNDERWRITING

     Subject to the terms and conditions stated in the underwriting agreement
between us and the underwriters, we have agreed to sell to each of the
underwriters named below, and each of the underwriters has severally agreed to
purchase from us, the number of shares of our common stock set forth opposite
their names below.



                                                                NUMBER OF
                                                                  SHARES
                        UNDERWRITER                             ----------
                                                             
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...................................    11,000,000
Salomon Smith Barney Inc....................................    11,000,000
                                                                ----------
             Total..........................................    22,000,000
                                                                ==========


     The underwriters have agreed to purchase all of the shares of common stock
offered by this prospectus supplement if any of the shares are purchased. If an
underwriter defaults, the underwriting agreement provides that, under certain
circumstances, the purchase commitments of the nondefaulting underwriter may be
increased or the underwriting agreement may be terminated.

     The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the underwriting agreement, such as the receipt by the underwriters
of officers' certificates and legal opinions. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.

     We have been advised by the underwriters that they propose to offer the
shares purchased by them directly to the public at the public offering price set
forth on the cover page of this prospectus supplement. After the initial public
offering, the underwriters may change the public offering price and other
selling terms. The underwriters must purchase all of the shares offered hereby
if they purchase any of such shares.

     The following table shows the initial public offering price, underwriting
discount and proceeds before expenses to Masco. The information assumes either
no exercise or full exercise by the underwriters of their overallotment option.



                                             PER SHARE    WITHOUT OPTION    WITH OPTION
                                             ---------    --------------    ------------
                                                                   
Initial public offering price............     $27.85       $612,700,000     $704,605,000
Underwriting discount....................     $  .65       $ 14,300,000     $ 16,445,000
Proceeds, before expenses, to Masco......     $27.20       $598,400,000     $688,160,000


     We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus supplement, to purchase up to an additional
3,300,000 shares of common stock at the public offering price that appears on
the cover page of this prospectus supplement, less the underwriting discounts
and commissions, solely to cover overallotments. If the underwriters exercise
this option, each will be obligated, subject to conditions contained in the
underwriting agreement, to purchase approximately the same percentage of
additional shares of common stock as the number set forth next to the
underwriter's name in the preceding table bears to the total number of shares
set forth next to the names of all underwriters in the preceding table.

     In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates perform or may perform investment banking,
commercial banking and other financial service transactions for us and our
affiliates, including acting as lenders under various loans facilities. In
particular, affiliates of Salomon Smith Barney Inc. are lenders under some of
our bank-credit facilities. See "Use of Proceeds" in this prospectus supplement.
Because more than ten percent of the net proceeds of this offering will be paid
to members or affiliates of members of the National Association of Securities
Dealers, Inc. participating in this offering, this offering will be conducted in
accordance with NASD Conduct Rule 2710(c)(8).

                                       S-8


     The underwriting agreement provides that we will indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.

     We and our executive officers have agreed, with some exceptions, not to
directly or indirectly, without the prior written consent of the underwriters,
for a period of 90 days after the date of this prospectus supplement:

     - offer, pledge, sell or contract to sell any common stock;

     - sell any option or contract to purchase any common stock;

     - purchase any option or contract to sell any common stock;

     - grant any option, right or warrant for the sale of any common stock;

     - lend or otherwise dispose of or transfer any common stock; or

     - enter into any swap or other agreement that transfers, in whole or in
       part, the economic consequences of ownership of common stock.

     This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. We,
however, may issue shares or options or other securities (1) pursuant to our
existing benefit plans and (2) as consideration for acquisitions.

     Merrill Lynch Pierce Fenner & Smith Incorporated and Salomon Smith Barney
Inc., in their sole discretion, may release any of the securities subject to
these lock-up agreements at any time without notice.

     The common stock is listed on the New York Stock Exchange under the symbol
"MAS."

     We estimate that we will spend approximately $45,000 for printing and legal
fees and other expenses related to this offering.

     Until the distribution of the shares offered hereby is completed, SEC rules
may limit the underwriters and selling group members from bidding for or
purchasing the shares of our common stock. However, the representatives may
engage in transactions that stabilize the price of our common stock, such as
bids or purchases that peg, fix or maintain the price of our common stock.

     In connection with the offering, the representatives may make short sales
of our common stock. Short sales involve the sale by the underwriters, at the
time of the offering, of a greater number of shares than they are required to
purchase in the offering. Covered short sales are sales made in an amount not
greater than the overallotment option. The underwriters may close out any
covered short position by either exercising the overallotment option or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the representatives will consider, among
other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
overallotment option. Naked short sales are sales in excess of the overallotment
option. The representatives must close out any naked short position by
purchasing shares in the open market. A naked short position is more likely to
be created if the representatives are concerned that there may be downward
pressure on the price of the our common stock in the open market after pricing
that could adversely affect investors who purchase in the offering. Similar to
other purchase transactions, purchases by the representatives to cover syndicate
short positions may have the effect of raising or maintaining the market price
of our common stock or preventing or retarding a decline in the market price of
our common stock. As a result, the price of our common stock may be higher than
it would otherwise be in the absence of these transactions.

     Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters make any representation that the representatives
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
                                       S-9


                                    EXPERTS

     The financial statements incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year ended December 31,
2001, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                       S-10


                                 $2,000,000,000
                               MASCO CORPORATION

                                Debt Securities
                         Preferred Stock ($1 Par Value)
                          Common Stock ($1 Par Value)
                            Share Purchase Contracts
                              Share Purchase Units
                             ----------------------

     We may offer and issue debt securities and shares of our preferred stock
and common stock from time to time. The debt securities and shares of preferred
stock may be convertible into or exchangeable for shares of our common stock or
other securities. We may offer and issue preferred stock either directly or
represented by depositary shares. We may offer contracts to purchase our common
stock from time to time either separately or as part of a unit along with our
debt securities or preferred stock or debt obligations of third parties. This
prospectus describes the general terms of these securities and the general
manner in which we will offer them. We will provide the specific terms of these
securities in supplements to this prospectus. The prospectus supplements will
also describe the specific manner in which we will offer these securities.

     Our common stock is listed on the New York Stock Exchange under the symbol
"MAS." On December 18, 2001, the closing price of our common stock was $24.73
per share.

                             ----------------------

     INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 4.

                             ----------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ----------------------

     We may offer these securities in amounts, at prices and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell these securities, we will name them and
describe their compensation in a prospectus supplement.

                             ----------------------

                The date of this prospectus is January 8, 2002.


                               TABLE OF CONTENTS



              CAPTION                   PAGE
              -------                   ----
                                     
About This Prospectus...............      3
Special Note Regarding Forward-
  Looking Statements................      3
Masco Corporation...................      4
Risk Factors........................      4
Use Of Proceeds.....................      5
Ratio Of Earnings To Fixed
  Charges...........................      5
Description Of Debt Securities......      5




              CAPTION                   PAGE
              -------                   ----
                                     
Description Of Capital Stock........     15
Description Of Depositary Shares....     18
Description Of Share Purchase
  Contracts and Share Purchase
  Units.............................     20
Plan Of Distribution................     21
Legal Opinions......................     21
Experts.............................     22
Where You Can Find More
  Information.......................     22


                                        2


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, referred to as the SEC in this prospectus,
utilizing a shelf registration process. Under this shelf process, we may issue,
from time to time, up to $2,000,000,000 of debt securities, shares of our
preferred stock and common stock, and share purchase contracts and related share
purchase units. Each time we issue securities under the registration statement
we will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     We are engaged in the manufacture, sale and installation of home
improvement and building products, with emphasis on brand name products and
services holding leadership positions in their markets. Our products and
services are sold and provided to the home improvement and home construction
markets through mass merchandisers, home centers, hardware stores, wholesalers
and other outlets for consumers and contractors.

     Factors that affect our results of operations include the levels of home
improvement and residential construction activity, principally in the U.S. and
Europe (including repair and remodeling and new construction), cost management,
fluctuations in the principal European currencies relative to the U.S. dollar
(primarily the euro and British pound), the increased importance of key home
centers as distributors of home improvement and building products and our
ability to maintain our leadership positions in our markets in the face of
increasing global competition. Additional factors that may significantly affect
our performance are discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
and in our Quarterly Reports on Form 10-Q that are on file with the SEC as well
as under the heading "Risk Factors" in this prospectus.

     In this prospectus and in the documents we incorporate by reference, we
state our views about our future performance. These views, which constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and may
cause our actual results to differ materially from the results discussed in such
forward-looking statements.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, IN
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND IN MATERIAL WE FILE WITH THE SEC. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.

     WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, THE SECURITIES
DESCRIBED IN THIS PROSPECTUS ONLY WHERE OFFERS AND SALES ARE PERMITTED. SINCE
INFORMATION THAT WE FILE WITH THE SEC IN THE FUTURE WILL AUTOMATICALLY UPDATE
AND SUPERSEDE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THE DOCUMENT.

                                        3


                               MASCO CORPORATION

     Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products and services holding
leadership positions in their markets. Masco is among the largest manufacturers
in North America of brand name consumer products designed for the home
improvement and home building industries. Our business segments are: cabinets
and related products; plumbing products; decorative architectural products;
installation and other services; and other specialty products.

     Our executive offices are located at 21001 Van Born Road, Taylor, Michigan
48180. Our telephone number is (313) 274-7400 and our website address is
http://www.masco.com. Except as the context otherwise indicates, the terms
"Masco," "we," "us," and "our" refer to Masco Corporation.

                                  RISK FACTORS

     Before purchasing these securities, you should consider all of the
information set forth in this prospectus, in any accompanying prospectus
supplement and the information incorporated by reference in this prospectus and,
in particular, you should take into account the risk factors set forth below.

WE CANNOT ASSURE YOU THAT OUR GROWTH STRATEGIES WILL BE SUCCESSFUL

     Mergers and acquisitions have historically contributed significantly to our
long-term growth, after the initial impact on earnings of transaction-related
costs and expenses such as interest and added depreciation and amortization.
Successful strategic acquisitions require the integration of operations and
management and other efforts to realize the benefits that may be available to us
following the acquisition. Although we believe that we have been successful in
doing so in the past, we can give no assurance that we will continue to be able
to identify, acquire and integrate successful strategic acquisitions in the
future or be able to implement successfully our operating and growth strategies
within our existing markets or with respect to any future product or geographic
diversification efforts.

OUR BUSINESS HAS BEEN AFFECTED BY ECONOMIC WEAKNESS AND BUSINESS CONDITIONS

     Factors that affect our results of operations include the levels of home
improvement and residential construction activity, principally in the U.S. and
Europe (including repair and remodeling and new construction), cost management,
fluctuations in European currencies relative to the U.S. dollar (primarily the
euro and British pound), the increased importance of key home centers as
distributors of home improvement and building products and our ability to
maintain our leadership positions in our markets in the face of increasing
global competition. In most years, we have been able largely to offset cyclical
declines in housing markets through new product introductions and acquisitions
as well as market share gains. We can give no assurance that we will be able to
offset these cyclical declines in the future.

WE RELY ON OUR KEY CUSTOMERS

     Direct sales of our product lines to home center retailers have increased
substantially in recent years. In particular, our largest single customer is The
Home Depot, which accounts for a substantial portion of our total sales.
Although builders, dealers and other retailers represent other channels of
distribution for our products, we believe that the loss of The Home Depot as a
customer would have a material adverse impact on our business.

OUR INTERNATIONAL BUSINESS HAS SPECIAL RISKS

     Our international operations outside of North America, principally in
Europe, are subject to political, monetary, economic and

                                        4


other risks attendant generally to international businesses. These risks
generally vary from country to country. Results of existing European operations
have been adversely influenced in recent years, in part due to softness in our
European markets, competitive pricing pressures on certain products, the effect
of a higher percentage of lower margin sales to total European sales and a
stronger U.S. dollar.

OUR MARKETS ARE HIGHLY COMPETITIVE

     The major markets for our products are highly competitive. Competition in
all of our product lines is based primarily on performance, quality, style,
delivery, customer service and price, with the relative importance of such
factors varying among products.

                                USE OF PROCEEDS

     We expect to use substantially all of the net proceeds from sales of the
securities described in this prospectus for our general corporate purposes,
which may include making additions to our working capital, repaying
indebtedness, financing acquisitions and investments in new or existing lines of
business. We will describe our intended use of the proceeds from a particular
offering of securities in the related prospectus supplement. Funds not required
immediately for any of the previously listed purposes may be invested in
marketable securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratios of earnings to fixed charges were as follows:



     NINE MONTHS
        ENDED                  YEAR ENDED DECEMBER 31,
    SEPTEMBER 30,        ------------------------------------
        2001             2000    1999    1998    1997    1996
---------------------    ----    ----    ----    ----    ----
                                          
         1.5             4.9     7.0     7.6     7.5     7.2


     We calculated these ratios by dividing earnings before income taxes,
extraordinary income and fixed charges by our fixed charges.

     We included in the ratios the earnings and fixed charges of Masco and its
consolidated subsidiaries and the dividends received from 50% or less owned
companies less our equity in their undistributed earnings. Fixed charges consist
of interest, amortization of debt expense and the portion of rentals for real
and personal properties which we deem representative of the interest factor.

     Income before income taxes for the nine months ended September 30, 2001
includes a $530 million pre-tax, non-cash charge for the write-down of certain
investments.

                         DESCRIPTION OF DEBT SECURITIES

DEBT MAY BE SENIOR OR SUBORDINATED

     We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under our
Senior Debt Indenture, as defined below, and will rank on a parity with all of
our other unsecured and unsubordinated debt. The subordinated debt securities
will be issued under our Subordinated Debt Indenture, as defined below, and will
be subordinate and junior in right of payment, as set forth in the Subordinated
Debt Indenture, to all of our "senior indebtedness," which is defined in our
Subordinated Debt Indenture. If this prospectus is being delivered in connection
with a series of subordinated debt securities, the accompanying prospectus
supplement or the information we incorporate in this prospectus by reference
will indicate the approximate amount of senior indebtedness outstanding as of
the end of the most recent fiscal quarter. We refer to our Senior Debt Indenture
and our Subordinated Debt Indenture

                                        5


individually as an "indenture" and collectively as the "indentures."

     We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities.

     Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement and
incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the provisions
relating to our negative pledge and limitations on sales and leasebacks, which
are included in the Senior Debt Indenture only, and the provisions relating to
subordination, which are included in the Subordinated Debt Indenture only.
Neither indenture limits our ability to incur additional indebtedness.

     We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on or shortly before the relevant payment dates. As a result,
you may receive a payment of principal on any principal payment date, or a
payment of interest on any interest payment date, that is greater than or less
than the amount of principal or interest otherwise payable on such dates,
depending upon the value on such dates of the applicable currency, security or
basket of securities, commodity or index. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, securities or baskets of securities, commodities or indices to which
the amount payable on such date is linked and any additional material United
States federal income tax considerations will be set forth in the applicable
prospectus supplement.

     Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.

     We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the indenture.

TERMS SPECIFIED IN PROSPECTUS SUPPLEMENT

     The prospectus supplement will contain, where applicable, the following
terms of and other information relating to any offered debt securities:

- classification as senior or subordinated debt securities and the specific
  designation of such securities;

- aggregate principal amount and purchase price;

- currency in which the debt securities are denominated and/or in which
  principal, and premium, if any, and/or interest, if any, is payable;

- minimum denominations;

- date of maturity;

- the interest rate or rates or the method by which a calculation agent will
  determine the interest rate or rates, if any;

- the interest payment dates, if any;

                                        6


- any repayment, redemption, prepayment or sinking fund provisions, including
  any redemption notice provisions;

- whether we will issue the debt securities in definitive form or in the form of
  one or more global securities;

- the terms on which holders of the debt securities may convert or exchange
  these securities into our common stock or other securities of Masco or other
  entities;

- information as to the methods for determining the amount of principal or
  interest payable on any date and/or the currencies, securities or baskets of
  securities, commodities or indices to which the amount payable on that date is
  linked;

- any special United States federal income tax consequences applicable to the
  debt securities being issued;

- whether we will issue the debt securities by themselves or as part of a unit
  together with other securities; and

- any other specific terms of the debt securities, including any additional
  events of default or covenants, and any terms required by or advisable under
  applicable laws or regulations.

REGISTRATION AND TRANSFER OF DEBT SECURITIES

     You may present debt securities for exchange and transfer in the manner, at
the places and subject to the restrictions set forth in the applicable
indenture. We will provide you those services free of charge, although you may
have to pay any tax or other governmental charge payable in connection with any
exchange or transfer, as set forth in the applicable indenture.

     If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of the
depositary for those global securities. See "Global Securities" below.

DEFEASANCE

     Unless the prospectus supplement states otherwise, we will be able to
discharge all of our obligations, other than administrative obligations such as
facilitating transfers and exchanges of certificates and replacement of lost or
mutilated certificates, relating to a series of debt securities under an
indenture by depositing cash and/or U.S. Government obligations with the trustee
in an amount sufficient to make all of the remaining payments of principal,
premium and interest on those debt securities when those payments are due. We
can do this only if we have delivered to the trustee, among other things, an
opinion of counsel based on a United States Internal Revenue Service ruling or
other change in U.S. federal income tax law stating that holders will not
recognize any gain or loss for U.S. federal income tax purposes as a result of
this deposit.

     We can also avoid having to comply with the restrictive covenants in the
applicable indenture, such as the negative pledge and the limitation on sale and
leaseback transactions covenants in the Senior Debt Indenture, by depositing
cash and/or U.S. Government obligations with the trustee in an amount sufficient
to make all of the remaining payments of principal, premium and interest on the
outstanding debt securities when those payments are due. We can do this only if
we have delivered to the trustee, among other things, an opinion of counsel
stating that holders of those securities will not recognize any gain or loss for
U.S. federal income tax purposes as a result of this deposit.

INDENTURES

     Debt securities that will be senior debt will be issued under an Indenture
dated as of February 12, 2001 between Masco and Bank One Trust Company, National
Association, as trustee. We call that indenture, as further supplemented from
time to time, the Senior Debt Indenture. Debt securities that will be
subordinated debt will be issued under an Indenture between Masco and The Bank
of New York, as trustee. We call that indenture,

                                        7


as further supplemented from time to time, the Subordinated Debt Indenture. We
refer to Bank One Trust Company, National Association and The Bank of New York
individually as a "trustee" and collectively as the "trustees."

SUBORDINATION PROVISIONS

     There are contractual provisions in the Subordinated Debt Indenture that
may prohibit us from making payments on our subordinated debt securities.
Subordinated debt securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the Subordinated Debt Indenture, to all
of our senior indebtedness.

     The Subordinated Debt Indenture defines senior indebtedness generally as
obligations of, or guaranteed or assumed by, Masco for borrowed money or
evidenced by bonds, notes or debentures or other similar instruments or incurred
in connection with the acquisition of property, and amendments, renewals,
extensions, modifications and refundings of any of that indebtedness or of those
obligations. The subordinated debt securities and any other obligations
specifically designated as being subordinate in right of payment to senior
indebtedness are not senior indebtedness as defined under the Subordinated Debt
Indenture.

     The Subordinated Debt Indenture provides that, unless all principal of and
any premium or interest on the senior indebtedness has been paid in full, or
provision has been made to make those payments in full, no payment of principal
of, or any premium or interest on, any subordinated debt securities may be made
in the event:

- of any insolvency or bankruptcy proceedings, or any receivership, liquidation,
  reorganization or other similar proceedings involving us or a substantial part
  of our property;

- a default has occurred in the payment of principal, any premium, interest or
  other monetary amounts due and payable on any senior indebtedness, and that
  default has not been cured or waived or has not ceased to exist;

- there has occurred any other event of default with respect to senior
  indebtedness that permits the holder or holders of the senior indebtedness to
  accelerate the maturity of the senior indebtedness, and that event of default
  has not been cured or waived or has not ceased to exist; or

- that the principal of and accrued interest on any subordinated debt securities
  have been declared due and payable upon an event of default as defined under
  the Subordinated Debt Indenture, and that declaration has not been rescinded
  and annulled as provided under the Subordinated Debt Indenture.

     If the trustee under the Subordinated Debt Indenture or any holders of the
subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the holders
will have to repay that money to the holders of the senior indebtedness.

     Even if the subordination provisions prevent us from making any payment
when due on the subordinated debt securities of any series, we will be in
default on our obligations under that series if we do not make the payment when
due. This means that the trustee under the Subordinated Debt Indenture and the
holders of subordinated debt securities of that series can take action against
us, but they will not receive any money until the claims of the holders of
senior indebtedness have been fully satisfied.

COVENANTS RESTRICTING PLEDGES, MERGERS AND OTHER SIGNIFICANT CORPORATE ACTIONS

     In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "Definitions" below.

     Negative Pledge. Section 10.04 of the Senior Debt Indenture provides that
so long as any of the senior debt securities remains outstanding, we will not,
nor will we permit any Consolidated Subsidiary to, issue, assume or guarantee
any Debt if such Debt is secured by

                                        8


a mortgage upon any Principal Property or upon any shares of stock or
indebtedness of any Consolidated Subsidiary which owns or leases any Principal
Property, whether such Principal Property is owned on the date of the Senior
Debt Indenture or is thereafter acquired, without in any such case effectively
providing that the senior debt securities shall be secured equally and ratably
with such Debt, except that the foregoing restrictions shall not apply to:

- mortgages on property, shares of stock or indebtedness of any corporation
  existing at the time such corporation becomes a Consolidated Subsidiary;

- mortgages on property existing at the time of acquisition thereof, or to
  secure Debt incurred for the purpose of financing all or any part of the
  purchase price of such property, or to secure any Debt incurred prior to or
  within 120 days after the later of the acquisition, completion of construction
  or improvement or the commencement of commercial operation of such property,
  which Debt is incurred for the purpose of financing all or any part of the
  purchase price thereof or construction or improvements thereon;

- mortgages securing Debt owing by any Consolidated Subsidiary to Masco or
  another Consolidated Subsidiary;

- mortgages on property of a corporation existing at the time such corporation
  is merged or consolidated with us or a Consolidated Subsidiary or at the time
  of a sale, lease or other disposition of the properties of the corporation or
  firm as an entirety or substantially as an entirety to us or a Consolidated
  Subsidiary, provided that no such mortgage shall extend to any other Principal
  Property of Masco or any Consolidated Subsidiary or any shares of capital
  stock or any indebtedness of any Consolidated Subsidiary which owns or leases
  a Principal Property;

- mortgages on our property or a Consolidated Subsidiary's property in favor of
  the United States of America, any state thereof, or any other country, or any
  political subdivision of any thereof, to secure payments pursuant to any
  contract or statute, including Debt of the pollution control or industrial
  revenue bond type, or to secure any indebtedness incurred for the purpose of
  financing all or any part of the purchase price or the cost of construction of
  the property subject to such mortgages; or

- one or more extensions, renewals or replacements, in whole or in part, of
  mortgages existing at the date of the Senior Debt Indenture or any mortgage
  referred to in the preceding five bullet points as long as those extensions,
  renewals or replacements do not increase the amount of Debt secured by the
  mortgage or cover any additional property.

     Notwithstanding the above, we may, and may permit any Consolidated
Subsidiary to, issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect thereto
the total of the aggregate amount of such Debt then outstanding, excluding
secured Debt permitted under the foregoing exceptions, and the aggregate amount
of Attributable Debt in respect of sale and leaseback arrangements at such time,
does not exceed 5% of Consolidated Net Tangible Assets, determined as of a date
not more than 90 days prior thereto.

     The Subordinated Debt Indenture does not include negative pledge
provisions.

     Limitation on Sale and Leaseback Arrangements. Under the Senior Debt
Indenture, we and our Consolidated Subsidiaries are not allowed to enter into
any sale and leaseback arrangement involving a Principal Property which has a
term of more than three years, except for sale and leaseback arrangements
between us and a Consolidated Subsidiary or between Consolidated Subsidiaries,
unless:

- we or the Consolidated Subsidiary could incur Debt secured by a mortgage on
  that Principal Property at least equal to the amount of Attributable Debt
  resulting from that sale and leaseback transaction without having to equally
  and ratably secure the senior debt securities in the manner described above
  under "Negative Pledge"; or

                                        9


- we apply an amount equal to the greater of the net proceeds of the sale of the
  Principal Property or the fair market value of the Principal Property within
  120 days of the effective date of the sale and leaseback arrangement to the
  retirement of our or a Consolidated Subsidiary's Funded Debt, including the
  senior debt securities.

     However, we cannot satisfy the second test by retiring:

- Funded Debt that we were otherwise obligated to repay within the 120-day
  period;

- Funded Debt owned by us or by a Consolidated Subsidiary; or

- Funded Debt that is subordinated in right of payment to the senior debt
  securities.

     The Subordinated Debt Indenture does not include any limitations on sale
and leaseback arrangements.

     Consolidation, Merger or Sale of Assets. The Senior Debt Indenture provides
that we will not consolidate or merge with or into any other corporation and
will not sell or convey our property as an entirety, or substantially as an
entirety, to another corporation if, as a result of such action, any Principal
Property would become subject to a mortgage, unless either:

- such mortgage could be created pursuant to Section 10.04 of the Senior Debt
  Indenture without equally and ratably securing the senior debt securities; or

- the senior debt securities shall be secured prior to the Debt secured by such
  mortgage.

     Each of the indentures provides that we may consolidate or merge or sell
all or substantially all of our assets if:

- we are the continuing corporation or if we are not the continuing corporation,
  such continuing corporation is organized and existing under the laws of the
  United States of America or any state thereof or the District of Columbia and
  assumes by supplemental indenture the due and punctual payment of the
  principal of, and the premium, if any, and interest on the debt securities and
  the due and punctual performance and observance of all of the covenants and
  conditions of the applicable indenture to be performed by us; and

- we are not, or such continuing corporation is not, in default in the
  performance of any such covenant or condition immediately after such merger,
  consolidation or sale of assets.

DEFINITIONS

     "Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Senior Debt Indenture to mean, at the time of determination, the
lesser of:

- the fair value of the property, as determined by our board of directors,
  subject to such arrangement; or

- the present value, discounted at the rate per annum equal to the interest
  borne by fixed rate senior debt securities or the yield to maturity at the
  time of issuance of any Original Issue Discount Securities determined on a
  weighted average basis, of the total obligations of the lessee for rental
  payments during the remaining term of the lease included in such arrangement,
  including any period for which such lease has been extended or may, at the
  option of the lessor, be extended, or until the earliest date on which the
  lessee may terminate such lease upon payment of a penalty, in which case the
  rental payment shall include such penalty, after excluding all amounts
  required to be paid on account of maintenance and repairs, insurance, taxes,
  assessments, water and utility rates and similar charges;

provided, however, that there shall not be deemed to be any Attributable Debt in
respect of a sale and leaseback arrangement if:

- such arrangement does not involve a Principal Property;

- we or a Consolidated Subsidiary would be entitled pursuant to the provisions
  of Section 10.04(a) of the Senior Debt Indenture to issue, assume or guarantee
  Debt

                                        10


  secured by a mortgage upon the property involved in such arrangement without
  equally and ratably securing the senior debt securities; or

- the greater of the net proceeds of such arrangement or the fair market value
  of the property so leased has been applied to the retirement, other than any
  mandatory retirement or by way of payment at maturity, of our Funded Debt or
  any Consolidated Subsidiary's Funded Debt, other than Funded Debt owed by us
  or any Consolidated Subsidiary and other than Funded Debt which is
  subordinated in payment of principal or interest to the senior debt
  securities.

     "Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
as the aggregate amount of our assets less applicable reserves and the aggregate
amount of assets less applicable reserves of the Consolidated Subsidiaries after
deducting therefrom:

- all current liabilities, excluding any such liabilities deemed to be Funded
  Debt;

- all goodwill, trade names, trademarks, patents, unamortized debt discount and
  expense and other like intangibles; and

- all investments in any Subsidiary other than a Consolidated Subsidiary, in all
  cases computed in accordance with the generally accepted accounting principles
  and which under generally accepted accounting principles would appear on a
  consolidated balance sheet of Masco and its Consolidated Subsidiaries.

     "Consolidated Subsidiary" is defined in the Senior Debt Indenture to mean
each Subsidiary other than any Subsidiary the accounts of which:

- are not required by generally accepted accounting principles to be
  consolidated with our accounts for financial reporting purposes;

- were not consolidated with our accounts in our then most recent annual report
  to stockholders; and

- are not intended by us to be consolidated with our accounts in our next annual
  report to stockholders;

provided, however, that the term "Consolidated Subsidiary" shall not include:

- any Subsidiary which is principally engaged in

     - owning, leasing, dealing in or developing real property, or

     - purchasing or financing accounts receivable, making loans, extending
       credit or other activities of a character conducted by a finance company,
       or

- any Subsidiary, substantially all of the business, properties or assets of
  which were acquired after the date of the Senior Debt Indenture whether by way
  of merger, consolidation, purchase or otherwise,

unless in each case our board of directors thereafter designates such Subsidiary
a Consolidated Subsidiary for the purposes of the Senior Debt Indenture.

     "Debt" is defined in the Senior Debt Indenture to mean any indebtedness for
money borrowed and any Funded Debt.

     "Funded Debt" is defined in the Senior Debt Indenture to mean indebtedness
maturing more than 12 months from the date of the determination thereof or
having a maturity of less than 12 months but renewable or extendible at the
option of the borrower beyond 12 months from the date of such determination:

- for money borrowed; or

- incurred in connection with the acquisition of property, to the extent that
  indebtedness in connection with acquisitions is represented by any notes,
  bonds, debentures or similar evidences of indebtedness, for which we or any
  Consolidated Subsidiary is directly or contingently liable or which is secured
  by our property or the property of a Consolidated Subsidiary.

                                        11


     "Mortgage" is defined in the Senior Debt Indenture to mean a mortgage,
security interest, pledge, lien or other encumbrance.

     "Original Issue Discount Security" is defined in both indentures to mean
any debt security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof.

     "Principal Property" is defined in the Senior Debt Indenture to mean any
manufacturing plant or research or engineering facility located within the
United States of America or Puerto Rico owned or leased by us or any
Consolidated Subsidiary unless, in the opinion of our board of directors, such
plant or facility is not of material importance to the total business conducted
by us and our Consolidated Subsidiaries as an entirety.

     "Subsidiary" is defined in both indentures to mean any corporation of which
at least a majority of the outstanding stock having voting power under ordinary
circumstances to elect a majority of the board of directors of said corporation
shall at the time be owned by us, or by us and one or more Subsidiaries, or by
one or more Subsidiaries.

EVENTS OF DEFAULT, WAIVER AND NOTICE

     The indentures provide that the following events will be events of default
with respect to the debt securities of a series:

- we default in the payment of any interest on the debt securities of that
  series for more than 30 days;

- we default in the payment of any principal or premium on the debt securities
  of that series on the date that payment was due;

- we breach any of the other covenants applicable to that series of debt
  securities and that breach continues for more than 90 days after we receive
  notice from the trustee or the holders of at least 25% of the aggregate
  principal amount of debt securities of that series;

- we commence bankruptcy or insolvency proceedings or consent to any bankruptcy
  relief sought against us; or

- we become involved in involuntary bankruptcy or insolvency proceedings and an
  order for relief is entered against us, if that order remains in effect for
  more than 60 consecutive days.

     The trustee or the holders of 25% of the aggregate principal amount of debt
securities of a series may declare all of the debt securities of that series to
be due and payable immediately if an event of default with respect to a payment
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities of each affected series voting as one class may declare all of
the debt securities of each affected series due and payable immediately if an
event of default with respect to a breach of a covenant occurs. The trustee or
the holders of 25% of the aggregate principal amount of debt securities
outstanding under the indenture voting as one class may declare all of the debt
securities outstanding under the indenture due and payable immediately if a
bankruptcy event of default occurs. The holders of a majority of the aggregate
principal amount of the debt securities of the applicable series or number of
series described in this paragraph may annul a declaration or waive a past
default except for a continuing payment default. If any of the affected debt
securities are Original Issue Discount Securities, by principal amount we mean
the amount that the holders would be entitled to receive by the terms of that
debt security if the debt security were declared immediately due and payable.

     The holders of a majority in principal amount of the debt securities of any
or all series affected and then outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable trustee under the indentures. Notwithstanding the foregoing, a
trustee shall have the right to decline to follow any such direction if such
trustee is advised by counsel that the action so directed may not lawfully be
taken or if such trustee determines

                                        12


that such action would be unjustly prejudicial to the holders not taking part in
such direction or would involve such trustee in personal liability.

     Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.

MODIFICATION OF INDENTURES

     We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series of
debt securities if we obtain the consent of the holders of a majority of the
aggregate principal amount of debt securities of each affected series voting as
one class. However, we need the consent of each affected holder in order to:

- change the date on which any payment of principal or interest on the debt
  security is due;

- reduce the amount of any principal, interest or premium due on any debt
  security;

- change the currency or location of any payment;

- impair the right of any holder to bring suit for any payment after its due
  date; or

- reduce the percentage in principal amount of debt securities required to
  consent to any modification or waiver of any provision of the indenture or the
  debt securities.

CONCERNING THE TRUSTEES

     Each trustee is a depository for funds of, makes loans to and performs
other services for us from time to time in the normal course of business.

FORM OF DEBT SECURITIES

     Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities issued at one time. Certificated
securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of the
security and, in order to transfer or exchange these securities or to receive
payments other than interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar, paying agent or
other agent, as applicable. Global securities name a depositary or its nominee
as the owner of the debt securities represented by the global securities. The
depositary maintains a computerized system that will reflect each investor's
beneficial ownership of the securities through an account maintained by the
investor with its broker/dealer, bank, trust company or other representative, as
we explain more fully below under "Global Securities."

GLOBAL SECURITIES

     We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement relating
to such series and registered in the name of the depositary or its nominee. In
that case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal or face
amount of outstanding registered securities of the series to be represented by
such global securities. Unless and until the depositary exchanges a global
security in whole for securities in definitive registered form, the global
security may not be transferred except as a whole by the depositary to a nominee
of the depositary or by a nominee of the depositary to the depositary or another
nominee of the

                                        13


depositary or by the depositary or any of its nominees to a successor of the
depositary or a nominee of such successor.

     If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to such
series. We anticipate that the following provisions will apply to all depositary
arrangements.

     Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the depositary for such global security, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities. So long as the
depositary for a global security, or its nominee, is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes under the indentures. Except as set forth
below, owners of beneficial interests in a global security will not be entitled
to have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of such
securities in definitive form and will not be considered the owners or holders
thereof under the indentures. Accordingly, each person owning a beneficial
interest in a global security must rely on the procedures of the depositary for
such global security and, if such person is not a participant, on the procedures
of the participant through which such person owns its interest, to exercise any
rights of a holder under either indenture. We understand that under existing
industry practices, if we request any action of holders or if an owner of a
beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under either indenture, the
depositary for such global security would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action or would otherwise act upon the instructions of beneficial
owners holding through them.

     Principal, premium, if any, and interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. We and the trustees or any of our
or their agents will not have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     We expect that the depositary for any debt securities represented by a
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or commodities to holders in respect
of such global security, will immediately credit participants' accounts in
amounts proportionate to their respective beneficial interests in such global
security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in

                                        14


such global security held through such participants will be governed by standing
customer instructions and customary practices, as is now the case with the
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants.

     If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Exchange Act within 90 days, we will issue such debt securities in definitive
form in exchange for such global security. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or more global securities and, in such event, will
issue debt securities of such series in definitive form in exchange for all of
the global security or securities representing such debt securities. Any
securities issued in definitive form in exchange for a global security will be
registered in such name or names as the depositary shall instruct the relevant
trustee. We expect that such instructions will be based upon directions received
by the depositary from participants with respect to ownership of beneficial
interests in such global security.

                          DESCRIPTION OF CAPITAL STOCK

     The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our certificate of incorporation, see "Where You Can Find More Information."

     Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share and
1.4 billion shares of common stock, par value $1.00 per share.

PREFERRED STOCK

     We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, for each series of preferred stock that may
be issued and to fix the number of shares of each such series.

     The prospectus supplement relating to any series of preferred stock will
describe the dividend rights of that series of preferred stock. Holders of
preferred stock of each series will be entitled to receive, when and as declared
by our board of directors out of funds legally available for the payment of
dividends, dividends, which may be cumulative or noncumulative, at the rate
determined by our board of directors for that series and set forth in the
prospectus supplement, as well as any further participation rights in dividend
distributions, if any. Dividends on the preferred stock will accrue from the
date fixed by our board of directors for that series. Unless we have declared
and paid in full all dividends payable on all of our outstanding preferred stock
for the current period, we will not be allowed to make any dividend payments on
our common stock.

     The terms, if any, on which preferred stock of any series may be redeemed
will be described in the related prospectus supplement. If we decide to redeem
fewer than all of the outstanding shares of preferred stock of any series, we
will determine the method of selecting which shares to redeem.

     The prospectus supplement relating to any series of preferred stock that is
convertible will state the terms on which shares of that series are convertible
into shares of another class of stock of Masco.

                                        15


     In the event of our voluntary or involuntary liquidation, before any
distribution of assets will be made to the holders of our common stock, the
holders of the preferred stock of each series will be entitled to receive out of
our assets available for distribution to our shareholders the liquidation price
per share determined by our board of directors prior to the issuance of the
preferred stock of that series and described in the applicable prospectus
supplement as well as any declared and unpaid dividends on those shares. The
holders of all series of preferred stock are entitled to share ratably, in
accordance with the respective amounts payable on their shares, in any
distribution upon liquidation which is not sufficient to pay in full the
aggregate amounts payable on all of those shares.

     The preferred stock of a series issued pursuant to this Prospectus will not
be entitled to vote, except as provided in the applicable prospectus supplement,
unless required by applicable law. Unless otherwise indicated in the prospectus
supplement relating to a series of preferred stock, each share of a series will
be entitled to one vote on matters on which holders of that series are entitled
to vote.

     As of September 30, 2001, there were 16,666 shares of series B convertible
preferred stock outstanding. These preferred shares are convertible into
16,666,666 shares of common stock, subject to adjustment. Each share of series B
preferred stock is entitled to receive the same dividends as, and in general has
voting rights equivalent to those of, the shares of common stock into which such
preferred stock is convertible. Shares of series B preferred stock vote as a
class as required by Delaware law and are subject to certain restrictions on
transfer.

COMMON STOCK

     Subject to the rights of the holders of any preferred stock of Masco then
outstanding, holders of common stock are entitled to one vote per share on
matters to be voted on by our stockholders and to receive dividends, if any,
when declared from time to time by our board of directors in its discretion out
of legally available funds. Upon any liquidation or dissolution of Masco,
holders of common stock are entitled to receive pro rata all assets remaining
after payment of all liabilities and liquidation of any shares of any preferred
stock at the time outstanding. Holders of common stock have no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to common stock. As of September 30, 2001,
there were approximately 459,019,620 shares of our common stock outstanding and
approximately 21,921,000 shares reserved for issuance upon exercise of
outstanding stock options. All of our outstanding common stock is fully paid and
non-assessable and all of the shares of common stock that may be offered with
this prospectus will be fully paid and non-assessable.

STOCKHOLDER RIGHTS AGREEMENT

     On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. The material provisions of that rights agreement
are summarized below. However, since the terms of our rights agreement are
complex, this summary may not contain all of the information that is important
to you. For more information, you should obtain a copy of the agreement, which
is filed as an exhibit with the SEC. See "Where You Can Find More Information"
for information on how to obtain a copy.

     Our rights agreement currently provides that each share of our outstanding
common stock has one-half of one right to purchase one one-thousandth of a share
of series A preferred stock. The purchase price per one one-thousandth of a
share of series A preferred stock under the stockholder rights agreement is
$100.

     Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock but will be represented
by separate certificates on the day someone acquires at least 15% of our
outstanding common stock, or approximately 10 days after someone commences a
tender offer for at least 15% of our outstanding common stock.

                                        16


     After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All shares
of our common stock issued prior to the date the rights separate from the common
stock have been and will be issued with the rights attached. The rights will
expire on December 6, 2005 unless earlier redeemed or exchanged by us.

     If an acquiring person obtains or has the right to obtain at least 15% of
our outstanding common stock and none of the events described in the next
paragraph has occurred, then each right will entitle the holder to purchase for
$100 a number of shares of our common stock having a then current market value
of $200.

     If an acquiring person obtains or has the right to obtain at least 15% of
our outstanding common stock, then each right will entitle the holder to
purchase for $100 a number of shares of common stock of the acquiring person
having a then current market value of $200 if any of the following occurs:

- we merge into another entity;

- an acquiring entity merges into us; or

- we sell more than 50% of our assets or earning power.

     Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 15% of our outstanding common stock will be null
and void.

     Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 15% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part of
the then outstanding and exercisable rights for shares of our common stock, at
an exchange ratio of two shares of common stock per right.

     Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior to
the earlier of (1) the time that an acquiring person obtains 15% or more of our
outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.

     Holders of rights will have no rights as Masco stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.

     For so long as the rights are redeemable, we may amend the rights agreement
in any respect. At any time when the rights are no longer redeemable, we may
amend the rights in any respect that does not adversely affect the holders of
rights, other than the types of acquiring persons we described earlier in this
section and their affiliates, that does not cause the rights agreement to become
amendable in any other way or does not cause the rights to again become
redeemable.

     Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders. In addition, the rights should
not interfere with a proxy contest.

     The transfer agent and registrar for our common stock is The Bank of New
York, New York, New York.

                                        17


                        DESCRIPTION OF DEPOSITARY SHARES

     We may, at our option, elect to offer fractional shares of preferred stock
rather than full shares of preferred stock. If we exercise this option, we will
issue to the public receipts for depositary shares, and each of these depositary
shares will represent a fraction (to be set forth in the applicable prospectus
supplement) of a share of a particular series of preferred stock.

     The shares of any series of preferred stock underlying the depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us. The depositary will have its principal office in
the United States and a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of
preferred stock underlying the depositary share, to all of the rights and
preferences of the preferred stock underlying that depositary share. Those
rights may include dividend, voting, redemption, conversion and liquidation
rights.

     The depositary shares will be evidenced by depositary receipts issued under
a deposit agreement. Depositary receipts will be distributed to those persons
purchasing the fractional shares of preferred stock underlying the depositary
shares, in accordance with the terms of the offering. The following description
of the material terms of the deposit agreement, the depositary shares and the
depositary receipts is only a summary and you should refer to the forms of the
deposit agreement and depositary receipts that will be filed with the SEC in
connection with the offering of the specific depositary shares.

     Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts entitle their holders to
all of the rights of definitive depositary receipts. Temporary depositary
receipts will then be exchangeable for definitive depositary receipts at our
expense.

     Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the underlying
stock to the record holders of depositary shares in proportion to the number of
depositary shares owned by those holders.

     If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.

     Withdrawal of Underlying Preferred Stock. Unless we say otherwise in a
prospectus supplement, holders may surrender depositary receipts at the
principal office of the depositary and, upon payment of any unpaid amount due to
the depositary, be entitled to receive the number of whole shares of underlying
preferred stock and all money and other property represented by the related
depositary shares. We will not issue any partial shares of preferred stock. If
the holder delivers depositary receipts evidencing a number of depositary shares
that represent more than a whole number of shares of preferred stock, the
depositary will issue a new depositary receipt evidencing the excess number of
depositary shares to that holder.

     Redemption of Depositary Shares. If a series of preferred stock represented
by depositary shares is subject to redemption, the depositary shares will be
redeemed from the proceeds received by the depositary resulting from the
redemption, in whole or in part, of that series of underlying stock held by the
depositary. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of underlying stock. Whenever we redeem shares of underlying stock
that are held by the depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing the shares of
underlying stock so redeemed. If fewer than all of the

                                        18


depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected by lot or proportionately, as may be determined by the depositary.

     Voting. Upon receipt of notice of any meeting at which the holders of the
underlying stock are entitled to vote, the depositary will mail the information
contained in the notice to the record holders of the depositary shares
underlying the preferred stock. Each record holder of the depositary shares on
the record date (which will be the same date as the record date for the
underlying stock) will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of the underlying stock
represented by that holder's depositary shares. The depositary will then try, as
far as practicable, to vote the number of shares of preferred stock underlying
those depositary shares in accordance with those instructions, and we will agree
to take all actions which may be deemed necessary by the depositary to enable
the depositary to do so. The depositary will not vote the underlying shares to
the extent it does not receive specific instructions with respect to the
depositary shares representing the preferred stock.

     Conversion of Preferred Stock. If the prospectus supplement relating to the
depositary shares says that the deposited preferred stock is convertible into
common stock or shares of another series of preferred stock of Masco, the
following will apply. The depositary shares, as such, will not be convertible
into any securities of Masco. Rather, any holder of the depositary shares may
surrender the related depositary receipts to the depositary with written
instructions to instruct us to cause conversion of the preferred stock
represented by the depositary shares into or for whole shares of common stock or
shares of another series of preferred stock of Masco, as applicable. Upon
receipt of those instructions and any amounts payable by the holder in
connection with the conversion, we will cause the conversion using the same
procedures as those provided for conversion of the deposited preferred stock. If
only some of the depositary shares are to be converted, a new depositary receipt
or receipts will be issued for any depositary shares not to be converted.

     Amendment and Termination of the Deposit Agreement. The form of depositary
receipt evidencing the depositary shares and any provision of the deposit
agreement may at any time be amended by agreement between us and the depositary.
However, any amendment which materially and adversely alters the rights of the
holders of depositary shares will not be effective unless the amendment has been
approved by the holders of at least a majority of the depositary shares then
outstanding. The deposit agreement may be terminated by us or by the depositary
only if (a) all outstanding depositary shares have been redeemed or converted
for any other securities into which the underlying preferred stock is
convertible or (b) there has been a final distribution of the underlying stock
in connection with our liquidation, dissolution or winding up and the underlying
stock has been distributed to the holders of depositary receipts.

     Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the depositary in connection with the
initial deposit of the underlying stock and any redemption of the underlying
stock. Holders of depositary receipts will pay other transfer and other taxes
and governmental charges and those other charges, including a fee for any
permitted withdrawal of shares of underlying stock upon surrender of depositary
receipts, as are expressly provided in the deposit agreement to be for their
accounts.

     Reports. The depositary will forward to holders of depositary receipts all
reports and communications from us that we deliver to the depositary and that we
are required to furnish to the holders of the underlying stock.

     Limitation on Liability. Neither we nor the depositary will be liable if
either of us is prevented or delayed by law or any circumstance beyond our
control in performing our respective obligations under the deposit agreement.
Our obligations and those of the depositary will be limited to performance in
good faith

                                        19


of our respective duties under the deposit agreement. Neither we nor the
depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or underlying stock unless satisfactory
indemnity is furnished. We and the depositary may rely upon written advice of
counsel or accountants, or upon information provided by persons presenting
underlying stock for deposit, holders of depositary receipts or other persons
believed to be competent and on documents believed to be genuine.

     Resignation and Removal of Depositary. The depositary may resign at any
time by delivering notice to us of its election to resign. We may remove the
depositary at any time. Any resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of the appointment. The
successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.

        DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

     We may issue share purchase contracts representing contracts obligating
holders to purchase from us, and us to sell to the holders, shares of our common
stock at a future date or dates. The price per share of common stock and the
number of shares of common stock may be fixed at the time the share purchase
contracts are issued or may be determined by reference to a specific formula set
forth in the share purchase contracts and described in the applicable prospectus
supplement.

     The share purchase contracts may be issued separately or as a part of share
purchase units consisting of a share purchase contract and:

- our debt securities,

- our preferred stock, or

- debt obligations of third parties, including U.S. Government securities;

in each case, securing the holders' obligations to purchase the common stock
under the share purchase contracts.

     The share purchase contracts may require us to make periodic payments to
the holders of the share purchase units or vice versa, and those payments may be
unsecured or prefunded on some basis. The share purchase contracts may require
holders to secure their obligations in a specified manner and, in certain
circumstances, we may deliver newly issued prepaid share purchase contracts,
often known as prepaid securities, upon release to a holder of any collateral
securing such holder's obligations under the original share purchase contract.

     The applicable prospectus supplement will describe the material terms of
any share purchase contracts or share purchase units and, if applicable, prepaid
securities. The description in the applicable prospectus supplement will not
contain all of the information that you may find useful. For more information,
you should review the share purchase contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such share purchase
contracts or share purchase units and, if applicable the prepaid securities and
the document pursuant to which the prepaid securities will be issued. These
documents will be filed with the SEC promptly after the offering of the share
purchase contracts or share purchase units. Material United States federal
income tax considerations applicable to the share purchase contracts and the
share purchase units will also be discussed in the applicable prospectus
supplement.

                                        20


                              PLAN OF DISTRIBUTION

     We may sell the securities being offered by this prospectus in four ways:

- directly to purchasers;

- through agents;

- through underwriters; and

- through dealers.

     We may directly solicit offers to purchase securities, or we may designate
agents to solicit such offers. We will, in the prospectus supplement relating to
such offering, name any agent that could be viewed as an underwriter under the
Securities Act of 1933 and describe any commissions we must pay. Any such agent
will be acting on a best efforts basis for the period of its appointment or, if
indicated in the applicable prospectus supplement, on a firm commitment basis.
Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for us in the ordinary course of business.

     As one of the means of direct issuance of securities, we may utilize the
services of any available electronic auction system to conduct an electronic
"dutch auction" of the offered securities among potential purchasers who are
eligible to participate in the auction of those offered securities, if so
described in the prospectus supplement.

     If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of our
agreement with them.

     If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.

     Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities, including liabilities under the Securities Act
of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.

     If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to only those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of such offers.

                                 LEGAL OPINIONS

     The legality of the securities in respect of which this prospectus is being
delivered will be passed on for us by John R. Leekley, Senior Vice President and
General Counsel of Masco, and for the underwriters, if any, by Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York 10017. Mr. Leekley is a Masco
stockholder and a holder of options to purchase shares of our common stock.
Davis Polk & Wardwell performs legal services from time to time for us and some
of our related companies.

                                        21


                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of the forms of our senior
debt and subordinated debt indentures. Our descriptions in this prospectus of
the provisions of documents filed as exhibits to the registration statement or
otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the content of the documents, you
should obtain the documents by following the procedures described in the
paragraph below.

     We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Rooms. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we can disclose important information to you by
referring you directly to those publicly available documents. The information
incorporated by reference is considered to be part of this prospectus. In
addition, information we file with the SEC in the future will automatically
update and supersede information contained in this prospectus and the
accompanying prospectus supplement.

     We incorporate by reference the documents listed below and any filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the initial filing of this registration statement and before the
effective date of this registration statement and after the effectiveness of
this registration statement until we sell all of the securities we are offering
with this prospectus:

- Our Annual Report on Form 10-K for the year ended December 31, 2000;

- Our Current Report on Form 8-K dated March 28, 2001;

- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30,
  and September 30, 2001; and

- The description of our common stock contained in the amendment on Form 8 dated
  May 22, 1991 to our registration statement on Form 8-A and the description of
  our preferred stock purchase rights contained in the amendment on Form
  8-A12B/A dated March 18, 1999 to our registration statement on Form 8-A.

     You may obtain free copies of any of these documents by writing or
telephoning us at 21001 Van Born Road, Taylor, Michigan, 48180, Attention:
Samuel Cypert, (313) 274-7400, or by visiting our web site at
http://www.masco.com. However, the information on our website is not a part of
this prospectus.

                                        22


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                               22,000,000 SHARES

                               MASCO CORPORATION

                                  COMMON STOCK

                             ----------------------

                             PROSPECTUS SUPPLEMENT
                             ----------------------

                              MERRILL LYNCH & CO.

                              SALOMON SMITH BARNEY

                                  MAY 8, 2002

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