SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FOLEY DANIEL R
(Last) (First) (Middle)
21001 VAN BORN ROAD
(Street)
TAYLOR MI 48180
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MASCO CORP /DE/ [ MAS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P.-Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/31/2004 M 50,000 A $16 223,024 D
Common Stock 03/31/2004 F 26,061 D $30.6965 196,963 D
Common Stock 03/31/2004 M 40,000 A $19.5 236,963 D
Common Stock 03/31/2004 F 25,410 D $30.6965 211,553 D
Common Stock 03/31/2004 M 20,000 A $19.75 231,553 D
Common Stock 03/31/2004 F 12,868 D $30.6965 218,685 D
Common Stock 03/31/2004 M 9,400 A $19.5 228,085 D
Common Stock 03/31/2004 F 5,971 D $30.6965 222,114 D
Common Stock 03/31/2004 F(1) 14,947 D $30.6965 207,167 D
Common Stock 03/31/2004 S 34,143 D $30.6965 173,024 D
Common Stock 03/31/2004 S 81,081 D $30.4711 91,943 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $16 05/22/2006 M 50,000 (2) 05/22/2006 Common Stock 50,000 (6) 40,000 D
Employee Restoration Stock Option $30.6965 03/31/2004 A 26,061 10/02/2004 05/22/2006 Common Stock 26,061 (6) 26,061 D
Employee Stock Option $19.5 05/21/1997 M 40,000 (3) 05/21/2007 Common Stock 40,000 (6) 60,000 D
Employee Restoration Stock Option $30.6965 03/31/2004 A 25,410 10/02/2004 05/21/2007 Common Stock 25,410 (6) 25,410 D
Employee Stock Option $19.75 02/16/2000 M 20,000 (4) 02/16/2010 Common Stock 20,000 (6) 60,000 D
Employee Restoration Stock Option $30.6965 03/31/2004 A 12,868 10/02/2004 02/16/2010 Common Stock 12,868 (6) 12,868 D
Employee Stock Option $19.5 12/10/2002 M 9,400 (5) 12/10/2012 Common Stock 9,400 (6) 37,600 D
Employee Restoration Stock Option $30.6965 03/31/2004 A 5,971 10/02/2004 12/10/2012 Common Stock 5,971 (6) 5,971 D
Explanation of Responses:
1. Shares used to satisfy tax withholding obligation.
2. This option was exercisable in cumulative annual installments of 10,000 shares on May 22, 1999 through 2003, with the balance exercisable on May 22, 2004.
3. This option was exercisable in cumulative annual installments of 10,000 shares on May 21, 1999 through 2004, with the balance exercisable on May 21, 2005.
4. This option was exercisable in cumulative annual installments of 16,000 shares on February 16, 2001 through February 16, 2005.
5. This option was exercisable in cumulative annual installments of 9,400 shares on December 10, 2003 through December 10, 2007.
6. Grant of option under Masco Corporation 1991 Long Term Stock Incentive Plan, in transactions exempt under Rule 16 b-3.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
Eugene A. Gargaro, Jr. by Power of Attorney 04/02/2004
** 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 4 (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.
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