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^*

Allman Keith J.

(Last)

(First)

(Middle)

21001 VAN BORN ROAD

(Street)

TAYLOR

48180

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2014

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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	166,328	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	⁽¹⁾	02/09/2019	Common Stock	8,840	$8.03	D
Employee Stock Option	⁽²⁾	12/05/2021	Common Stock	32,000	$9.41	D
Employee Stock Option	⁽³⁾	02/15/2022	Common Stock	72,500	$11.67	D
Employee Stock Option	⁽⁴⁾	02/12/2020	Common Stock	17,680	$13.81	D
Employee Stock Option	⁽⁵⁾	05/12/2018	Common Stock	44,200	$18.58	D
Employee Stock Option	⁽⁶⁾	02/13/2023	Common Stock	72,500	$20.36	D
Employee Stock Option	⁽⁷⁾	02/12/2024	Common Stock	135,000	$22.41	D
Employee Stock Option	⁽⁸⁾	07/26/2016	Common Stock	12,500	$26.6	D
Employee Stock Option	⁽⁹⁾	07/29/2014	Common Stock	10,800	$30	D
Employee Stock Option	⁽¹⁰⁾	05/24/2017	Common Stock	24,000	$30.4	D
Employee Stock Option	⁽¹¹⁾	05/09/2015	Common Stock	10,800	$30.75	D

Explanation of Responses:

1. This option became exercisable in five equal annual installments commencing February 9, 2010.

2. This option is exercisable in four remaining equal annual installments of 8,000 shares commencing December 5, 2013.

3. This option is exercisable in five equal annual installments of 14,500 shares commencing February 15, 2013.

4. This option is exercisable in two remaining equal annual installments of 8,840 shares commencing February 12, 2014.

5. This option became exercisable in five equal annual installments commencing May 12, 2009.

6. This option is exercisable in five equal annual installments of 14,500 shares commencing Februry 13, 2014.

7. This option is exercisable in five equal annual installments of 27,000 shares commencing February 12, 2015.

8. This option became exercisable in five equal annual installments commencing July 26, 2007.

9. This option became exercisable in five equal annual installments commencing July 29, 2005.

10. This option became exercisable in five equal annual installments commencing May 24, 2008.

11. This option became exercisable in five equal annual installments commencing May 9, 2006.

Remarks:

allmanpwrofattorney2014.txt

	Kenneth G. Cole by Power of Attorney	02/19/2014
	** 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.