SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Greenwood Charles F

(Last)

(First)

(Middle)

21001 VAN BORN RD.

(Street)

TAYLOR

48180

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2008

3. Issuer Name and Ticker or Trading Symbol
MASCO CORP /DE/ [ MAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Human Resources

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,503	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	12/10/2007	12/10/2012	Common Stock	3,080	$19.5	D
Employee Restoration Stock Option	02/14/2004	02/16/2010	Common Stock	12,548	$24.9	D
Employee Stock Option	10/29/2008	10/29/2013	Common Stock	12,000	$27.5	D
Employee Restoration Stock Option	08/28/2004	02/16/2010	Common Stock	3,808	$28	D
Employee Restoration Stock Option	08/28/2004	12/10/2012	Common Stock	2,145	$28	D
Employee Stock Option	⁽¹⁾	07/29/2014	Common Stock	12,000	$30	D
Employee Stock Option	⁽²⁾	05/09/2015	Common Stock	12,500	$30.75	D
Employee Restoration Stock Option	01/13/2006	02/16/2010	Common Stock	3,317	$32.15	D
Employee Restoration Stock Option	07/04/2006	12/10/2012	Common Stock	3,884	$30.92	D
Employee Stock Option	⁽³⁾	07/26/2016	Common Stock	14,000	$26.6	D
Employee Restoration Stock Option	11/04/2007	12/10/2012	Common Stock	2,002	$30	D
Employee Stock Option	⁽⁴⁾	05/07/2017	Common Stock	20,000	$30.71	D
Employee Stock Option	⁽⁵⁾	05/24/2017	Common Stock	36,000	$30.4	D
Employee Stock Option	⁽⁶⁾	05/12/2018	Common Stock	61,000	$18.58	D

Explanation of Responses:

1. This option is exercisable in cumulative annual installments of 2,400 shares commencing July 29, 2005

2. This option is exercisable in cumulative annual installments of 2,500 shares commencing May 9, 2006

3. This option is exercisable in cumulative annual installments of 2,800 shares commencing July 26, 2007

4. This option is exercisable in cumulative annual installments of 4,000 shares commencing May 7, 2008

5. This option is exercisable in cumulative annual installments of 7,200 shares commencing May 24, 2008

6. This option is exercisable in cumulative annual installments of 12,200 shares commencing May 12, 2009

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	Carolyn M. Christian by Power of Attorney	12/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.