MASCO CORP /DE/, S-3, 1994-10-17

MASCO CORP /DE/
S-3, 1994-10-17
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1994

REGISTRATION NO. 33- AND
POST-EFFECTIVE AMENDMENT NO. 1 (33-53330 AND 33-2374)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MASCO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 38-1794485
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

JOHN R. LEEKLEY
VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

THE COMMISSION IS REQUESTED TO MAIL COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:

JOHN M. BRANDOW
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/
------------------------
CALCULATION OF REGISTRATION FEE(1)

<TABLE>
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TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
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<S> <C> <C>
Debt Securities(2).....................................
Common Stock (par value $1 per share).................. $800,000,000 $256,084.60
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Post-Effective Amendment No. 1 to Registration Statements No. 33-53330 and
No. 33-2374, which is filed as part of this Registration Statement, is being
filed solely for the purpose of converting $200,000,000 of debt securities
remaining under Registration Statement No. 33-53330 and 9,640,000 shares of
Common Stock remaining under Registration Statements No. 33-53330 and No.
33-2374 to an unallocated shelf registration as permitted by Release No.
33-6964 issued by the Securities and Exchange Commission. Fees totalling
$120,390.14 were previously paid with respect to such previously registered
securities and a fee in the amount of $135,694.46 is payable with this
filing.
(2) In addition, the Registrant is registering Common Stock that may be issued
from time to time upon conversion of Convertible Debt Securities registered
hereunder and under the Registrant's Registration Statement No. 33-53330.
Because this additional Common Stock is issuable only upon the conversion of
Convertible Debt Securities, no registration fee is required pursuant to the
provisions of Rule 457(i).
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (A) THE PROSPECTUS RELATING TO DEBT SECURITIES WHICH IS PART OF THIS
REGISTRATION STATEMENT INCLUDES THE INFORMATION WHICH WOULD CURRENTLY BE
REQUIRED IN A PROSPECTUS RELATING TO THE DEBT SECURITIES COVERED BY THE
REGISTRANT'S REGISTRATION STATEMENT NO. 33-53330, AND SUCH COMBINED PROSPECTUS
WILL BE USED IN CONNECTION WITH THIS REGISTRATION STATEMENT AND REGISTRATION
STATEMENT NO. 33-53330, AND (B) THE PROSPECTUS RELATING TO SUBORDINATED DEBT
SECURITIES AND COMMON STOCK WHICH IS PART OF THIS REGISTRATION STATEMENT
INCLUDES THE INFORMATION WHICH WOULD CURRENTLY BE REQUIRED IN A PROSPECTUS
RELATING TO COMMON STOCK COVERED BY REGISTRATION STATEMENTS NO. 33-53330 AND NO.
33-2374 AND SUBORDINATED DEBT SECURITIES COVERED BY REGISTRATION STATEMENT NO.
33-53330, AND SUCH COMBINED PROSPECTUS WILL BE USED IN CONNECTION WITH THIS
REGISTRATION STATEMENT AND REGISTRATION STATEMENTS NO. 33-53330 AND NO. 33-2374.
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENTS NO. 33-53330 AND NO.
33-2374 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF
THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES
ACT OF 1933.
- --------------------------------------------------------------------------------
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<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION DATED OCTOBER 17, 1994

PROSPECTUS

MASCO CORPORATION

DEBT SECURITIES

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

Masco Corporation (the "Company") may from time to time offer senior debt
securities consisting of debentures, notes or other unsecured evidences of
indebtedness ("Securities"). The Securities may be offered as separate series in
amounts, at prices and on terms to be determined at the time of sale and to be
set forth in supplements to this Prospectus. The Company may sell Securities to
or through underwriters or dealers, directly to other purchasers or through
agents. See "Plan of Distribution".

The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, the public offering price, the names of any underwriters
or agents, the principal amounts to be purchased by underwriters and the
compensation of such underwriters or agents and the other terms in connection
with the offering and sale of the Securities in respect of which this Prospectus
is being delivered, are set forth in the accompanying Prospectus Supplement
("Prospectus Supplement").

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

, 1994
<PAGE> 3

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.

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

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which certain of the Company's
securities are listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;

(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994 and June 30, 1994; and

(c) The Company's Proxy Statement dated April 18, 1994, in connection
with its Annual Meeting of Stockholders held on May 18, 1994.

All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statements contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than any
exhibits to such documents. Requests for such copies should be directed to John
C. Nicholls, Jr., Treasurer, Masco Corporation, 21001 Van Born Road, Taylor,
Michigan 48180 (telephone (313) 274-7400).

2
<PAGE> 4

THE COMPANY

The Company manufactures building, home improvement and home furnishings
products for the home and family. Its products include single and double handle
faucets, wood and upholstered furniture, fabrics, kitchen and bath cabinetry,
acrylic and gelcoat bath and shower units, spas, brass builders' hardware, locks
and decorative accessories, ventilating equipment, water pumps and other
plumbing system components and accessories.

Although published industry statistics are generally not available, the
Company believes it is the largest domestic manufacturer of a number of
different products including faucets, plumbing supplies, kitchen and bath
cabinets and furniture.

The Company's executive offices are located at 21001 Van Born Road, Taylor,
Michigan 48180, and the telephone number is (313) 274-7400. Except as the
context otherwise indicates, the terms "Masco" or the "Company" refer to Masco
Corporation and its consolidated subsidiaries.

USE OF PROCEEDS

The Company expects to apply substantially all of the net proceeds from
sales of Securities by the Company to its general funds to be used for general
corporate purposes, including working capital, repayment of debt and
expenditures for development of activities in which it is now engaged or
investment in and development of activities in which it is not currently
engaged. In this regard, the Company maintains an active acquisition effort and
is frequently engaged in discussions with respect to acquisition opportunities.
Proceeds from sales of Securities by the Company could be applied directly or
indirectly to such acquisitions. Funds not required immediately for any of the
foregoing purposes may be invested in marketable securities. The Company intends
to use the proceeds from the offering described in the Prospectus Supplement as
set forth in the Prospectus Supplement under the caption "Use of Proceeds".

DESCRIPTION OF SECURITIES

The Securities offered hereby will be issued under an Indenture dated as of
December 1, 1982 between the Company and The First National Bank of Chicago (as
successor to Morgan Guaranty Trust Company of New York), as Trustee, as amended
by a Supplemental Indenture dated as of July 26, 1994 (the Indenture as amended
by the Supplemental Indenture is hereinafter referred to as the "Indenture").
The following statements are subject to the detailed provisions of the
Indenture, a copy of which is filed as an exhibit to the registration statement
covering the Securities. Whenever references are made to particular provisions
of the Indenture, such provisions are incorporated by reference as part of the
statements made and such statements are qualified in their entirety by such
references. Certain defined terms are capitalized. References in italics are to
the Indenture.

GENERAL

The Indenture does not limit the amount of Securities which may be issued
thereunder. The Prospectus Supplement sets forth the following terms, where
applicable, of the Securities in respect of which this Prospectus is delivered:
(1) the designation of such Securities; (2) the aggregate principal amount of
such Securities; (3) the date or dates on which the principal of and premium, if
any, on such Securities are payable; (4) the rate or rates at which such
Securities shall bear interest, if any, or the method by which such interest may
be determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is payable; (5) the
place or places where the principal of, and premium, if any, and any interest on
such Securities shall be payable; (6) the price or prices at which, the period
or periods within which and the terms and conditions upon which such Securities
may be redeemed, in whole or in part, at the option of the Company, or at the
option of a holder of such Securities or mandatorily pursuant to any sinking,
purchase or other analogous fund; (7) the right, if any, of the Company to
discharge or limit the Indenture with respect to such Securities prior to
maturity; (8) if other than the principal amount thereof, the portion of the
principal amount of such Securities which shall be payable upon declaration of
acceleration of the maturity thereof or

3
<PAGE> 5

which shall be provable in bankruptcy; and (9) such other terms of such
Securities as are not inconsistent with the provisions of the Indenture.
(Section 2.03) Principal, premium, if any, and interest, if any, will be payable
and the Securities offered hereby will be transferable, at the corporate trust
office of the Trustee in New York, New York, provided that payment of interest,
if any, may be made at the option of the Company by check mailed to the address
of the person entitled thereto as it appears on the registry books of the
Company. (Sections 3.01 and 3.02)

The Securities offered hereby will be issued only in fully registered form
without coupons and, unless otherwise specified in the Prospectus Supplement, in
denominations of $1,000 and any multiple thereof. No service charge will be made
for any transfer or exchange of the Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. (Sections 2.05 and 2.07)

Some of the Securities may be issued as discounted Securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
any such discounted Securities are described in the Prospectus Supplement with
respect to any such Securities.

Except as may be set forth in the Prospectus Supplement, the Indenture does
not contain any covenants or provisions which afford holders of Securities
protection in the event of a highly leveraged transaction.

LIMITATION ON LIENS

The Company covenants that, so long as any of the Securities remains
outstanding, it will not, nor will it permit any Consolidated Subsidiary to,
issue, assume or guarantee any debt for money borrowed or any Funded Debt
(herein referred to as "Debt") if such Debt is secured by a mortgage (as defined
in the Indenture) 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, shares of stock or indebtedness are
owned on December 1, 1982 or are thereafter acquired) without in any such case
effectively providing that the Securities shall be secured equally and ratably
with such Debt, except that the foregoing restrictions shall not apply to (i)
mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary; (ii)
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; (iii) mortgages securing Debt
owing by any Consolidated Subsidiary to the Company or another Consolidated
Subsidiary; (iv) mortgages on property of a corporation existing at the time
such corporation is merged or consolidated with the Company or a Consolidated
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Consolidated Subsidiary, provided that no such
mortgage shall extend to any other Principal Property of the Company or any
Consolidated Subsidiary or any shares of capital stock or any indebtedness of
any Consolidated Subsidiary which owns or leases a Principal Property; (v)
mortgages on property of the Company or a Consolidated Subsidiary 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 (vi) certain extensions, renewals or
replacements (or successive extensions, renewals or replacements), in whole or
in part, of mortgages existing at the date of the Indenture or any mortgage
referred to in the foregoing clauses (i) through (v), inclusive. (Section
3.05(a))

Notwithstanding the above, the Company and one or more Consolidated
Subsidiaries may, without securing the Securities, 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 (not including secured Debt permitted under the
foregoing exceptions) and the aggregate amount of Attributable Debt in respect
of sale and lease-back arrangements at such time does not exceed 5%

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<PAGE> 6

of Consolidated Net Tangible Assets, determined as of a date not more than 90
days prior thereto. (Section 3.05(b))

LIMITATION ON SALES AND LEASEBACKS

The Company covenants that it will not, and will not permit any
Consolidated Subsidiary to, enter into any sale and leaseback arrangement,
except for a lease for a term of not more than three years, involving any
Principal Property unless (i) the Company or such Consolidated Subsidiary would
be entitled to issue, assume or guarantee Debt secured by a mortgage on the
property involved in such arrangement at least equal in amount to what would
constitute Attributable Debt in respect of such arrangement without equally and
ratably securing the Securities or (ii) the Company or a Consolidated Subsidiary
within 120 days of the effective date of any such arrangement applies an amount
equal to the greater of the net proceeds of the sale of the Principal Property
so leased or the fair market value of such Principal Property to the retirement,
other than any mandatory retirement or by way of payment at maturity, of Funded
Debt of the Company or any Consolidated Subsidiary, other than Funded Debt owned
by the Company or any Consolidated Subsidiary and other than Funded Debt which
is subordinated in payment of principal or interest to the Securities, or, in
lieu of such retirement, delivers Securities to the Trustee for cancellation.
(Section 3.06)

CONSOLIDATION, MERGER OR SALE OF ASSETS

The Company covenants that it will not consolidate or merge with or into
any other corporation and will not sell or convey its property as an entirety,
or substantially as an entirety, to another corporation if, as a result thereof,
any Principal Property would become subject to a mortgage, unless either (i)
such mortgage could be created pursuant to Section 3.05 without equally and
ratably securing the Securities or (ii) the Securities shall be secured prior to
the Debt secured by such mortgage. (Section 10.03)

CERTAIN DEFINITIONS

"Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Indenture to mean, at the time of determination, the lesser of
(i) the fair value of the property subject to such arrangement (as determined by
the Board of Directors of the Company) or (ii) the present value (discounted at
the rate per annum equal to the interest borne by fixed rate 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 (a) such arrangement does not involve a Principal
Property, (b) the Company or a Consolidated Subsidiary would be entitled
pursuant to the provisions of Section 3.05 (a) of the Indenture to issue, assume
or guarantee Debt secured by a mortgage upon the property involved in such
arrangement without equally and ratably securing the Securities, or (c) 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 Funded Debt of the Company or
any Consolidated Subsidiary, other than Funded Debt owned by the Company or any
Consolidated Subsidiary and other than Funded Debt which is subordinated in
payment of principal or interest to the Securities. (Section 1.01)

"Consolidated Net Tangible Assets" is defined as the aggregate amount of
assets (less applicable reserves) of the Company and its Consolidated
Subsidiaries after deducting therefrom (a) all current liabilities (excluding
any such liabilities deemed to be Funded Debt), (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles and (c) all investments in any Subsidiary other than a Consolidated
Subsidiary, in all cases computed in accordance with generally accepted
accounting principles and which under generally accepted accounting principles
would appear on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries. (Section 1.01)

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<PAGE> 7

"Funded Debt" is defined 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 (i) for money borrowed or (ii)
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 the Company or any
Consolidated Subsidiary is directly or contingently liable or which is secured
by property of the Company or a Consolidated Subsidiary. (Section 1.01)

"Original Issue Discount Security" is defined to mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of the maturity thereof. (Section 1.01)

"Principal Property" is defined to mean any manufacturing plant, research
or engineering facility located within the United States of America or Puerto
Rico owned or leased by the Company or any Consolidated Subsidiary unless, in
the opinion of the Board of Directors of the Company, such plant or facility is
not of material importance to the total business conducted by the Company and
its Consolidated Subsidiaries as an entirety. (Section 1.01)

"Subsidiary" is defined 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 the Company, or by the Company and one or more
Subsidiaries, or by one or more Subsidiaries. "Consolidated Subsidiary" is
defined to mean each Subsidiary other than any Subsidiary the accounts of which
(i) are not required by generally accepted accounting principles to be
consolidated with those of the Company for financial reporting purposes, (ii)
were not consolidated with those of the Company in the Company's then most
recent annual report to stockholders and (iii) are not intended by the Company
to be consolidated with those of the Company in its next annual report to
stockholders; provided, however, that the term "Consolidated Subsidiary" shall
not include (a) any Subsidiary which is principally engaged in (i) owning,
leasing, dealing in or developing real property, or (ii) purchasing or financing
accounts receivable, making loans, extending credit or other activities of a
character conducted by a finance company or (b) any Subsidiary, substantially
all of the business, properties or assets of which were acquired after December
1, 1982 (by way of merger, consolidation, purchase or otherwise), unless the
Board of Directors thereafter designates such Subsidiary a Consolidated
Subsidiary for the purposes of the Indenture. (Section 1.01)

DEFEASANCE

If permitted by the terms of any series of Securities, the Company may
terminate certain of its obligations under the Indenture with respect to such
series, including its obligations to comply with the restrictive covenants
described herein, on the terms and subject to the conditions contained in the
Indenture, by depositing in trust with the Trustee money or obligations of the
United States sufficient to pay the principal of, premium, if any, and interest
on the Securities of such series to maturity. (Section 11.01) The Prospectus
Supplement sets forth the defeasance rights, if any, of the Company provided by
the terms of the Securities in respect of which this Prospectus is delivered.

EVENTS OF DEFAULT, WAIVER AND NOTICE

As to each series of Securities, an Event of Default is defined in the
Indenture as being: default for 30 days in payment of any interest on the
Securities of that series; default in payment of principal and premium, if any,
on the Securities of that series when due either at maturity, upon redemption,
by declaration or otherwise; default by the Company in the performance of any
other of the covenants in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Securities other than that
series) which shall not have been remedied for a period of 90 days after notice;
and certain events of bankruptcy, insolvency, and reorganization of the Company.
(Section 5.01) The Indenture provides that the Trustee may withhold notice to
the holders of the Securities of any default (except in payment of principal of
or interest or premium on the Securities) if the Trustee considers it in the
interest of the holders of the Securities to do so. (Section 5.08)

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<PAGE> 8

The Indenture provides that, (i) if an Event of Default due to the default
in payment of principal, interest or premium, if any, on any series of
Securities or a default with respect to a covenant included in the Indenture
solely for the benefit of such series of Securities shall have occurred and be
continuing, either the Trustee or the holders of 25% in principal amount of the
Securities of such series then outstanding may declare the principal of all
Securities of such series (or, if the Securities of such series are issued as
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) and interest accrued thereon to be due
and payable immediately and (ii) if an Event of Default resulting from default
in the performance of any other of the covenants or agreements in the Indenture
and certain events of bankruptcy, insolvency and reorganization of the Company
shall have occurred and be continuing, either the Trustee or the holders of 25%
in principal amount of all Securities then outstanding (treated as one class)
may declare the principal of all Securities (or, if any Securities are issued as
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such Securities) and interest accrued thereon to be
due and payable immediately, but upon certain conditions such declarations may
be annulled and past defaults may be waived (except a continuing default in
payment of principal of or interest or premium on the Securities) by the holders
of a majority in principal amount of the Securities of such series (or of all
series, as the case may be) then outstanding. (Section 5.01)

The holders of a majority in principal amount of the 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 Trustee under the Indenture. Notwithstanding the foregoing, the Trustee
shall have the right to decline to follow any such direction if the Trustee is
advised by counsel that the action so directed may not lawfully be taken or if
the Trustee determines that such action would be unjustly prejudicial to the
holders not taking part in such direction or would involve the Trustee in
personal liability. (Section 5.07) The Indenture requires the annual filing by
the Company with the Trustee of a certificate as to the absence of certain
defaults under the Indenture. (Section 3.07)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Securities for certain purposes, provided that no such modification
shall adversely affect the interest of the holders of the Securities in any
material respect. (Section 9.01) The Indenture also contains provisions
permitting the Company and the Trustee, with the consent of the holders of not
less than 66 2/3% in principal amount of the Securities at the time outstanding
affected thereby (voting as a class), to modify the Indenture or any
supplemental indenture or the rights of the holders of the Securities; provided
that no such modification shall (i) extend the final maturity of any Security,
or reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or any premium thereon, or reduce any amount
payable on redemption thereof, or make the principal of, or any interest or
premium on, the Securities payable in any coin or currency other than that
provided in the Securities, or reduce the amount of the principal of a
discounted Security that would be due and payable upon an acceleration of
maturity thereof or the amount thereof provable in bankruptcy, or impair or
affect the right of any holder of a Security to institute suit for the payment
thereof or the right of repayment, if any, at the option of the holder, without
the consent of the holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities the consent of the holders of which is
required for any such modification without the consent of the holders of each
Security affected. (Section 9.02)

SUCCESSOR CORPORATION

Under the terms of the Indenture, the Company may consolidate or merge or
sell all or substantially all of its assets if (a) the Company is the continuing
corporation or if the Company is 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 Securities and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed by the Company and (b) the Company or such continuing
corporation is not in default in the performance of any such convenant or
condition immediately after such merger, consolidation or sale of assets.
(Section 10.01)

7
<PAGE> 9

CONCERNING THE TRUSTEE

The Trustee is depository for funds of, makes loans to and performs other
services for the Company from time to time in the normal course of business.

PLAN OF DISTRIBUTION

The Company may sell the Securities being offered hereby in any of four
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters and (iv) through dealers.

Offers to purchase Securities may be solicited directly by the Company or
by agents designated by the Company from time to time. Any such agent, who may
be deemed to be an underwriter as that term is defined in the Securities Act of
1933, involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered is named, and any commissions payable by the Company to
such agent are set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment (ordinarily five business days
or less). Agents may be customers of, engage in transactions with or perform
services for the Company in the ordinary course of business.

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public.

If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company 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.

Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.

If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.

The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the Prospectus Supplement.

LEGAL OPINIONS

The legality of the Securities in respect of which this Prospectus is being
delivered will be passed on for the Company by John R. Leekley, Vice President
and General Counsel of the Company, and for the Underwriters, if any, by Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Mr. Leekley is
a stockholder of the Company and a holder of options to purchase shares of the
Company's Common Stock. Davis Polk & Wardwell performs legal services from time
to time for the Company and certain related companies.

8
<PAGE> 10

EXPERTS

The consolidated financial statements and schedules of Masco Corporation
and consolidated subsidiaries and the consolidated financial statements and
schedules of MascoTech, Inc. appearing in the Company's most recent Annual
Report on Form 10-K have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their reports appearing therein. The consolidated
financial statements and schedules referred to in this paragraph are
incorporated herein by reference in reliance upon such reports and upon the
authority of such firm as experts in accounting and auditing.

9
<PAGE> 11

SUBJECT TO COMPLETION DATED OCTOBER 17, 1994

PROSPECTUS

MASCO CORPORATION
SUBORDINATED DEBT SECURITIES
(CONVERTIBLE OR NON-CONVERTIBLE)

COMMON STOCK
($1 PAR VALUE)

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

Masco Corporation (the "Company") may from time to time offer, as separate
series, subordinated debt securities consisting of subordinated debentures,
subordinated notes or other unsecured subordinated evidences of indebtedness
("Subordinated Securities"), which Subordinated Securities may, if their terms
so provide, be convertible into shares of Common Stock, par value $1 per share,
of the Company (the "Common Stock").

The terms of the Subordinated Securities, including, where applicable, the
specific designation, aggregate principal amount, denominations, maturity, rate
(which may be fixed or variable) and time of payment of interest, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, terms for conversion, the public offering price, the
names of any underwriters or agents, the principal amounts to be purchased by
underwriters and the compensation of such underwriters or agents and the other
terms in connection with the offering and sale of the Subordinated Securities in
respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").

The Company may also from time to time offer shares of Common Stock. The
terms of the offering and sale of the Common Stock in respect of which this
Prospectus is being delivered, including, where applicable, the specific
aggregate number of shares to be sold, the purchase price, the public offering
price, the names of any underwriters or agents, the names of any selling
stockholders, the compensation of such underwriters or agents and any other
applicable terms, are set forth in the Prospectus Supplement.

The Company may sell Subordinated Securities or shares of Common Stock, or
both, to or through underwriters or dealers, directly to other purchasers or
through agents. See "Plan of Distribution".

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

THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE.

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

, 1994
<PAGE> 12

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.

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

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;

(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994, and June 30, 1994;

(c) The Company's Proxy Statement dated April 18, 1994, in connection
with its Annual Meeting of Stockholders held May 18, 1994; and

(d) The Company's Form 8 dated May 22, 1991 amending its Registration
Statement on Form 8-A dated February 12, 1987.

All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Subordinated Securities or the
Common Stock shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which is
also incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

2
<PAGE> 13

THE COMPANY

USE OF PROCEEDS

The Company expects to apply substantially all of the net proceeds from
sales of Subordinated Securities or Common Stock by the Company to its general
funds to be used for general corporate purposes, including working capital,
repayment of debt and expenditures for development of activities in which it is
now engaged or investment in and development of activities in which it is not
currently engaged. In this regard, the Company maintains an active acquisition
effort and is frequently engaged in discussions with respect to acquisition
opportunities. Proceeds from sales of Subordinated Securities or Common Stock by
the Company could be applied directly or indirectly to such acquisitions. Funds
not required immediately for any of the foregoing purposes may be invested in
marketable securities. The Company intends to use the proceeds from the offering
described in the Prospectus Supplement as set forth in the Prospectus Supplement
under the caption "Use of Proceeds".

DESCRIPTION OF SUBORDINATED SECURITIES

The Subordinated Securities offered hereby will be issued under an
Indenture dated as of December 1, 1982 (hereinafter referred to as the
"Indenture") between the Company and Citibank, N.A., as Trustee (hereinafter
referred to as the "Trustee"). The following statements are subject to the
detailed provisions of the Indenture, a copy of which is filed as an exhibit to
the registration statement covering the Subordinated Securities. Whenever
references are made to particular provisions of the Indenture, such provisions
are incorporated by reference as part of the statements made and such statements
are qualified in their entirety by such references. Certain defined terms are
capitalized. References in italics are to the Indenture.

GENERAL

The Indenture does not limit the amount of Subordinated Securities which
may be issued thereunder. The Prospectus Supplement sets forth the following
terms, where applicable, of the Subordinated Securities in respect of which this
Prospectus is delivered: (1) the designation of such Subordinated Securities;
(2) the aggregate principal amount of such Subordinated Securities; (3) the date
or dates on which the principal of and premium, if any, on such Subordinated
Securities are payable; (4) the rate or rates at which such Subordinated
Securities shall bear interest or the method by which such interest may be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is payable; (5) the
place or places where the principal of, and premium, if any, and interest on
such Subordinated Securities shall be payable; (6) the price or prices at which,
the period or periods within which and the terms and conditions upon which such
Subordinated Securities may be redeemed, in whole or in part, at the option of
the Company, or at the option of a holder of such Subordinated Securities or
mandatorily pursuant to any sinking, purchase or other analogous fund; (7) the
right, if any, of the Company to discharge or limit the Indenture with respect
to such Subordinated Securities prior to maturity; (8) the applicable initial
conversion price if such

3
<PAGE> 14

Subordinated Securities are convertible into Common Stock and the dates on
which, subsequent to which or until which such Subordinated Securities are
convertible; and (9) such other terms of such Subordinated Securities as are not
inconsistent with the provisions of the Indenture. (Section 2.03) Principal,
premium, if any, and interest will be payable and the Subordinated Securities
offered hereby will be transferable, and the Subordinated Securities which are
convertible will be convertible, at the corporate trust office of the Trustee in
New York, New York, provided that payment of interest may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
it appears on the registry books of the Company. (Sections 5.01 and 5.02)

The Subordinated Securities offered hereby will be issued only in fully
registered form without coupons and, unless otherwise specified in the
Prospectus Supplement, in denominations of $1,000 and any multiple thereof. No
service charge will be made for any transfer or exchange of the Subordinated
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 2.05
and 2.07)

Except as may be set forth in the Prospectus Supplement, the Indenture does
not contain any covenants or provisions which afford holders of Subordinated
Securities protection in the event of a highly leveraged transaction.

SUBORDINATION OF SUBORDINATED SECURITIES

The payment of the principal of, and premium, if any, and interest on the
Subordinated Securities is subordinated in right of payment to the extent set
forth in the Indenture to the prior payment in full of the principal of, and
premium, if any, and interest on all Senior Indebtedness (as hereinafter
defined). Until such prior payment in full, no payment on account of principal,
premium, if any, sinking funds or interest may be made on a series of
Subordinated Securities if there shall exist a default in the payment of the
principal, premium, if any, sinking funds, if any, or interest with respect to
such Senior Indebtedness, if such series of Subordinated Securities is declared
due and payable before its expressed maturity because of the occurrence of an
Event of Default (see "Events of Default, Waiver and Notice" below), in the
event of insolvency, bankruptcy, liquidation, reorganization, dissolution or
winding up of the Company, or if there shall exist a default under such Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof.
(Sections 4.01, 4.02 and 4.03) The term "Senior Indebtedness" shall mean (a) all
indebtedness of the Company for money borrowed or incurred in connection with
the acquisition of property, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be not superior in right of payment to
the Subordinated Securities or to rank pari passu with the Subordinated
Securities and (b) any deferrals, renewals or extensions of any such Senior
Indebtedness or debentures, notes or other evidences of indebtedness issued in
exchange for such Senior Indebtedness. (Section 1.01) The Indenture does not
limit the incurrence of Senior Indebtedness. By reason of such subordination, in
the event of insolvency, creditors of the Company (including holders of
Subordinated Securities) who are not holders of Senior Indebtedness may recover
less, ratably, than holders of Senior Indebtedness.

CONVERSION RIGHTS

Subordinated Securities designated as convertible ("Convertible
Subordinated Securities") by the related Prospectus Supplement will be
convertible into Common Stock of the Company at the time specified in the
Prospectus Supplement (unless a Convertible Subordinated Security shall have
been called for redemption in which case until and including but not after the
date fixed for redemption) initially at the conversion price set forth on the
cover page of the Prospectus Supplement, adjusted as set forth below. If any
Convertible Subordinated Security not called for redemption is converted between
a record date for the payment of interest and the next succeeding interest
payment date, such Convertible Subordinated Security when delivered for
conversion must be accompanied by funds equal to the interest payable to the
registered holder on such interest payment date on the principal amount so
converted. No other adjustments will be made upon conversion for accrued
interest or dividends. (Sections 3.01 and 3.02)

4
<PAGE> 15

The conversion price is subject to adjustment in certain events, including
(a) the issuance of shares of capital stock of the Company as a dividend or a
distribution with respect to its Common Stock, (b) subdivisions, combinations
and reclassifications of Common Stock, (c) the issuance to all holders of Common
Stock of rights or warrants entitling them (for a period not exceeding 45 days)
to subscribe for shares of Common Stock at less than the current market price
(as defined in the Indenture), and (d) the distribution to all holders of Common
Stock of evidences of indebtedness of the Company, assets (other than cash
dividends) or subscription rights or warrants (other than those referred to
above). No adjustment in the conversion price will be required unless such
adjustment would require a change of at least one percent in the price then in
effect; provided, however, that any adjustment that would otherwise be required
to be made shall be carried forward and taken into account in any subsequent
adjustment. Except in these cases, the conversion price will not be adjusted for
the issuance of Common Stock. (Section 3.05)

In the event of any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Common Stock, or in the event of any sale or
conveyance to another corporation of the assets of the Company as an entirety or
substantially as an entirety, then the holders of Convertible Subordinated
Securities then outstanding shall have the right to convert the Convertible
Subordinated Securities into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
issuable upon conversion of such Convertible Subordinated Securities immediately
prior to such consolidation, merger, sale or conveyance. (Section 3.06)

Conversion of Convertible Subordinated Securities may be effected by
delivering them to the office or agency of the Company maintained for such
purpose in New York City and in such other places as the Company may determine
from time to time. (Sections 3.02 and 5.02) Fractional shares of Common Stock of
the Company will not be delivered upon conversion, but a cash adjustment in
respect of any such fractional share will be paid. (Section 3.03)

The Company has agreed to reserve out of its authorized but unissued Common
Stock the full number of shares of Common Stock from time to time deliverable
upon the conversion of Convertible Subordinated Securities. (Section 3.09)

In the event of a taxable distribution to holders of Common Stock which
results in an adjustment of the conversion price, the holders of the Convertible
Subordinated Securities may in certain circumstances, be deemed to have received
a distribution subject to Federal income tax as a dividend. In addition, the
failure to adjust fully the conversion price of the Convertible Subordinated
Securities to reflect taxable distributions to holders of Common Stock may
result in a taxable dividend to the holders of Common Stock.

DEFEASANCE

If permitted by the terms of any series of Subordinated Securities, the
Company may terminate certain of its obligations under the Indenture with
respect to such series, including its obligations to comply with the restrictive
covenants described herein, on the terms and subject to the conditions contained
in the Indenture, by depositing in trust with the Trustee money or obligations
of the United States sufficient to pay the principal of, premium, if any, and
interest on the Subordinated Securities of such series to maturity. (Section
13.01) The Prospectus Supplement sets forth the defeasance rights, if any, of
the Company provided by the terms of the Subordinated Securities in respect of
which this Prospectus is delivered.

EVENTS OF DEFAULT, WAIVER AND NOTICE

As to each series of Subordinated Securities, an Event of Default is
defined in the Indenture as being: default for 30 days in payment of interest on
the Subordinated Securities of that series; default in payment of principal and
premium, if any, on the Subordinated Securities of that series when due either
at maturity, upon redemption, by declaration or otherwise; default by the
Company in the performance of any other of the

5
<PAGE> 16

covenants in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Subordinated Securities other than that
series) which shall not have been remedied for a period of 90 days after notice;
and certain events of bankruptcy, insolvency, and reorganization of the Company.
(Section 7.01) The Indenture provides that the Trustee may withhold notice to
the holders of the Subordinated Securities of any default (except in payment of
principal of or interest or premium on the Subordinated Securities) if the
Trustee considers it in the interest of the holders of the Subordinated
Securities to do so. (Section 7.08)

The Indenture provides that (i) if an Event of Default due to the default
in the payment of principal, interest or premium, if any, on any series of
Subordinated Securities or a default with respect to a covenant included in the
Indenture solely for the benefit of such series of Subordinated Securities shall
have occurred and be continuing, either the Trustee or the holders of 25% in
principal amount of the Subordinated Securities of such series then outstanding
may declare the principal of all Subordinated Securities of such series and
accrued interest thereon to be due and payable immediately and (ii) if an Event
of Default resulting from default in the performance of any other of the
covenants or agreements in the Indenture and certain events of bankruptcy,
insolvency and reorganization of the Company shall have occurred and be
continuing, either the Trustee or the holders of 25% in principal amount of all
Subordinated Securities then outstanding (treated as one class) may declare the
principal of all Subordinated Securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal of or interest or premium on the Subordinated Securities) by the
holders of a majority in principal amount of the Subordinated Securities of such
series (or of all series, as the case may be) then outstanding. (Section 7.01)

The holders of a majority in principal amount of the Subordinated
Securities of any or all series at the time outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture. Notwithstanding the foregoing, the
Trustee shall have the right to decline to follow any such direction if the
Trustee is advised by counsel that the action so directed may not lawfully be
taken or if the Trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
the Trustee in personal liability. (Section 7.07) The Indenture requires the
annual filing by the Company with the Trustee of a certificate as to the absence
of certain defaults under the Indenture. (Section 5.05)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Subordinated Securities for certain purposes, provided that no such
modification shall adversely affect the interest of the holders of the
Subordinated Securities in any material respect. (Section 11.01) The Indenture
also contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than 66 2/3% in principal amount of the
Subordinated Securities at the time outstanding affected thereby (voting as a
class), to modify the Indenture or any supplemental indenture or the rights of
the holders of the Subordinated Securities; provided that no such modification
shall (i) extend the final maturity of any Subordinated Security, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof, or make the principal of, or interest or premium on, the
Subordinated Securities payable in any coin or currency other than that provided
in the Subordinated Securities, or impair the right to convert Convertible
Subordinated Securities into Common Stock in accordance with the Indenture, or
impair or affect the right of any holder of a Subordinated Security to institute
suit for the payment thereof or the right of repayment, if any, at the option of
the holder, or modify any of the provisions relating to subordination of the
Subordinated Securities in a manner adverse to the holders thereof without the
consent of the holder of each Subordinated Security so affected, or (ii) reduce
the aforesaid percentage of Subordinated Securities the consent of the holders
of which is required for any such modification without the consent of the
holders of each Subordinated Security affected. (Section 11.02)

6
<PAGE> 17

SUCCESSOR CORPORATION

Under the terms of the Indenture, the Company may consolidate or merge or
sell all or substantially all of its assets if (a) the Company is the continuing
corporation or if the Company is 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 Subordinated Securities and the due and
punctual performance and observance of all of the covenants and conditions of
the Indenture to be performed by the Company and (b) the Company 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.
(Section 12.01)

CONCERNING THE TRUSTEE

The Trustee makes loans to and performs other services for the Company from
time to time in the normal course of business.

PLAN OF DISTRIBUTION

The Company may sell the Subordinated Securities and Common Stock being
offered hereby in any of four ways: (i) directly to purchasers, (ii) through
agents, (iii) through underwriters and (iv) through dealers.

Offers to purchase Subordinated Securities or Common Stock may be solicited
directly by the Company or by agents designated by the Company from time to
time. Any such agent, who may be deemed to be an underwriter as that term is
defined in the Securities Act of 1933, involved in the offer or sale of the
Subordinated Securities or Common Stock in respect of which this Prospectus is
delivered is named, and any commissions payable by the Company to such agent are
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment (ordinarily five business days or less). Agents
may be customers of, engage in transactions with or perform services for, the
Company in the ordinary course of business.

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Subordinated Securities or Common Stock in
respect of which this Prospectus is delivered to the public.

If a dealer is utilized in the sale of the Subordinated Securities or
Common Stock in respect of which this Prospectus is delivered, the Company will
sell such Subordinated Securities or Common Stock to the dealer, as principal.
The dealer may then resell such Subordinated Securities or Common Stock to the
public at varying prices to be determined by such dealer at the time of resale.

Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.

If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Subordinated Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of
Subordinated Securities sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that the purchase by an institution of the Subordinated Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws

7
<PAGE> 18

of any jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Subordinated Securities pursuant to Contracts
accepted by the Company.

The place and time of delivery for the Subordinated Securities or Common
Stock in respect of which this Prospectus is delivered are set forth in the
Prospectus Supplement.

LEGAL OPINIONS

The legality of the Subordinated Securities and Common Stock in respect of
which this Prospectus is being delivered will be passed on for the Company by
John R. Leekley, Vice President and General Counsel of the Company, and for the
Underwriters, if any, by Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017. Mr. Leekley is a stockholder of the Company and a holder of
options to purchase shares of the Company's Common Stock. Davis Polk & Wardwell
performs legal services from time to time for the Company and certain related
companies.

EXPERTS

8
<PAGE> 19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following expenses will be paid by the Company:

<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission filing fee.......... $256,084.60(1)
Legal fees and expenses................................ 10,000.00(2)
Accountants' fees...................................... 5,000.00(2)
Trustees' fees and expenses............................ 50,000.00(2)
Printing and engraving expenses........................ 60,000.00(2)
Rating agency fees..................................... 70,000.00(2)
Blue Sky and legal investment fees and expenses........ 20,000.00(2)
Miscellaneous.......................................... 3,915.40(2)
-----------
Total............................................. $475,000.00(2)
==========
</TABLE>

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

(1) Includes $120,390.14 fee previously paid with respect to certain
securities under prior registration statements.

(2) Estimated

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 145 of the General Corporation Law of Delaware empowers the Company
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article Fifteenth of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
officer or employee of the Company shall be indemnified and held harmless by the
Company to the fullest extent permitted by the Delaware General Corporation Law
against all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines and amounts paid in settlement) reasonably
incurred or suffered by such person in connection therewith. The right to
indemnity conferred by Article Fifteenth is contract right and includes the
right to be paid by the Company the expenses incurred in defending any action,
suit or proceeding in advance of the final disposition thereof.

Article Fourteenth of the Company's Restated Certificate of Incorporation
provides that a director of the Company will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (a) for any breach of the director's duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for
any transaction from which the director derived an improper personal benefit.

The Company's Directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the Federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacity.

II-1
<PAGE> 20

ITEM 16. EXHIBITS

The following Exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit 1.a -- Form of Underwriting Agreement (Debt Securities).(1)
Exhibit 1.b -- Form of Underwriting Agreement (Common Stock).(1)
Exhibit 3.i -- Restated Certificate of Incorporation of Masco Corporation
(including amendments thereto).(2)
Exhibit 3.ii -- Bylaws of Masco Corporation.(3)
Exhibit 4.a(1) -- Indenture dated as of December 1, 1982, between Masco Corporation
and The First National Bank of Chicago (as successor to Morgan
Guaranty Trust Company of New York), as Trustee(2), and Directors'
resolutions establishing Masco Corporation's: (i) 9% Notes Due
April 15, 1996(4), (ii) 9% Notes Due October 1, 2001(2), (iii)
6 1/4% Notes Due June 15, 1995(2), (iv) 6 5/8% Notes Due September
15, 1999(2), (v) 7 1/8% Debentures Due August 15, 2013(5) and (vi)
6 1/8% Notes Due September 15, 2003(5).
Exhibit 4.a(2) -- Agreement of Appointment and Acceptance of Successor Trustee dated
as of July 25, 1994 among Masco Corporation, Morgan Guaranty Trust
Company of New York and The First National Bank of Chicago.(6)
Exhibit 4.a(3) -- Supplemental Indenture dated as of July 26, 1994 between Masco
Corporation and The First National Bank of Chicago.(6)
Exhibit 4.b -- Indenture dated as of December 1, 1982, between Masco Corporation
and Citibank, N.A., as Trustee and Directors' resolutions
establishing Masco Corporation's 5 1/4% Convertible Subordinated
Debentures Due 2012.(4)
Exhibit 4.c -- Five forms of Securities and Subordinated Securities.(7)
Exhibit 5 -- Opinion of John R. Leekley as to the legality of the Securities,
the Subordinated Securities, the Common Stock and the Common Stock
to be issued upon conversion of convertible Subordinated
Securities.
Exhibit 12 -- Statement of Computation of Ratio of Earnings to Fixed Charges.(6)
Exhibit 23.a -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated
financial statements and schedules of Masco Corporation.
Exhibit 23.b -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated
financial statements and schedules of MascoTech, Inc.
Exhibit 23.c -- Consent of John R. Leekley, which is included as part of Exhibit 5.
Exhibit 24 -- Powers of Attorney, which appear in Part II of this Registration
Statement.
Exhibit 25.a -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
Exhibit 25.b -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Citibank, N.A.
</TABLE>

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

(1) Incorporated by reference to the Exhibits filed with Masco Corporation's
Registration Statement on Form S-3, Reg. No. 33-53330, dated October 15,
1992.

(2) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992.

(3) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993.

(4) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1991.

(5) Incorporated by reference to the Exhibits filed with Masco Corporation's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.

(6) Incorporated by reference to the Exhibits filed with Masco Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

(7) Incorporated by reference to the Exhibits filed with Masco Corporation's
Registration Statement on Form S-3, Reg. No. 33-40067, dated April 17, 1991
as amended by Amendment No. 1 thereto dated July 11, 1991.

II-2
<PAGE> 21

ITEM 17. UNDERTAKINGS

1. The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers and controlling persons of
the Company pursuant to the provisions referred to in the first two paragraphs
of Item 15 above, or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a Director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in that Act and will
be governed by the final adjudication of such issue.

II-3
<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for the filing of Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan, on October 17,
1994.

MASCO CORPORATION

By: /S/ RICHARD A. MANOOGIAN
------------------------------
Richard A. Manoogian
Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS JOHN R. LEEKLEY AND RICHARD G. MOSTELLER, AND
EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND
EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS
AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING
ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM OR THEIR OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------------------------------------- ---------------------------- ---------------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board
/S/ RICHARD A. MANOOGIAN and Director
--------------------------
RICHARD A. MANOOGIAN

PRINCIPAL FINANCIAL OFFICER:
Senior Vice President--
/S/ RICHARD G. MOSTELLER Finance
--------------------------
RICHARD G. MOSTELLER October 17, 1994

PRINCIPAL ACCOUNTING OFFICER:

/S/ ROBERT B. ROSOWSKI Vice President--Controller
--------------------------
ROBERT B. ROSOWSKI

/S/ LILLIAN BAUDER Director
--------------------------
LILLIAN BAUDER
</TABLE>

II-4
<PAGE> 23

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------------------------------------- ---------------------------- ---------------------
<S> <C> <C>
/S/ ERWIN L. KONING Director
-------------------------
ERWIN L. KONING

/S/ WAYNE B. LYON President and Director
-------------------------
WAYNE B. LYON

/S/ JOHN A. MORGAN Director
------------------------- October 17, 1994
JOHN A. MORGAN

/S/ ARMAN SIMONE Director
-------------------------
ARMAN SIMONE

/S/ PETER W. STROH Director
-------------------------
PETER W. STROH
</TABLE>

II-5
<PAGE> 24

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------------- --------------------------------------------------------------
<S> <C> <C>
Exhibit 1.a -- Form of Underwriting Agreement (Debt Securities).(1)
Exhibit 1.b -- Form of Underwriting Agreement (Common Stock).(1)
Exhibit 3.i -- Restated Certificate of Incorporation of Masco Corporation
(including amendments thereto).(2)
Exhibit 3.ii -- Bylaws of Masco Corporation.(3)
Exhibit 4.a(1) -- Indenture dated as of December 1, 1982, between Masco
Corporation and The First National Bank of Chicago (as
successor to Morgan Guaranty Trust Company of New York), as
Trustee(2), and Directors' resolutions establishing Masco
Corporation's: (i) 9% Notes Due April 15, 1996(4), (ii) 9%
Notes Due October 1, 2001(2), (iii) 6 1/4% Notes Due June 15,
1995(2), (iv) 6 5/8% Notes Due September 15, 1999(2), (v)
7 1/8% Debentures Due August 15, 2013(5) and (vi) 6 1/8% Notes
Due September 15, 2003(5).
Exhibit 4.a(2) -- Agreement of Appointment and Acceptance of Successor Trustee
dated as of July 25, 1994 among Masco Corporation, Morgan
Guaranty Trust Company of New York and The First National Bank
of Chicago.(6)
Exhibit 4.a(3) -- Supplemental Indenture dated as of July 26, 1994 between Masco
Corporation and The First National Bank of Chicago.(6)
Exhibit 4.b -- Indenture dated as of December 1, 1982, between Masco
Corporation and Citibank, N.A., as Trustee and Directors'
resolutions establishing Masco Corporation's 5 1/4%
Convertible Subordinated Debentures Due 2012.(4)
Exhibit 4.c -- Five forms of Securities and Subordinated Securities.(7)
Exhibit 5 -- Opinion of John R. Leekley as to the legality of the
Securities, the Subordinated Securities, the Common Stock and
the Common Stock to be issued upon conversion of convertible
Subordinated Securities.
Exhibit 12 -- Statement of Computation of Ratio of Earnings to Fixed
Charges.(6)
Exhibit 23.a -- Consent of Coopers & Lybrand L.L.P. relating to the
consolidated financial statements and schedules of Masco
Corporation.
Exhibit 23.b -- Consent of Coopers & Lybrand L.L.P. relating to the
consolidated financial statements and schedules of MascoTech,
Inc.
Exhibit 23.c -- Consent of John R. Leekley, which is included as part of
Exhibit 5.
Exhibit 24 -- Powers of Attorney, which appear in Part II of this
Registration Statement.
Exhibit 25.a -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
Exhibit 25.b -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Citibank, N.A.
</TABLE>

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

(1) Incorporated by reference to the Exhibits filed with Masco Corporation's
Registration Statement on Form S-3, Reg. No. 33-53330, dated October 15,
1992.

(2) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992.

(3) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993.

(4) Incorporated by reference to the Exhibits filed with Masco Corporation's
Annual Report on Form 10-K for the year ended December 31, 1991.

(5) Incorporated by reference to the Exhibits filed with Masco Corporation's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.

(6) Incorporated by reference to the Exhibits filed with Masco Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

<PAGE> 1

EXHIBIT 5

October 17, 1994

Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180

Re: Masco Corporation
Registration Statement
On Form S-3

Dear Sir:

I am acting as your counsel in connection with the Registration Statement
on Form S-3 (herein referred to as the "Registration Statement") under the
Securities Act of 1933, as amended, in which this opinion is included as Exhibit
5, registering securities of Masco Corporation (the "Company"), including senior
debt securities (the "Senior Securities"), subordinated debt securities (the
"Subordinated Securities") and shares of Common Stock, $1.00 par value (the
"Shares"). The Senior Securities are to be issued under an Indenture (as
amended by a Supplemental Indenture) between the Company and The First National
Bank of Chicago (as successor to Morgan Guaranty Trust Company of New York), as
trustee (the "Senior Indenture"), and the Subordinated Securities are to be
issued under an Indenture between the Company and Citibank, N.A., as trustee
(the "Subordinated Indenture"). The Senior Securities and Subordinated
Securities are herein referred to as the "Securities", and the Senior Indenture
and the Subordinated Indenture are herein referred to as the "Indentures".
In addition to the Shares, the Registration Statement also registers an
indeterminate number of shares of common stock of the Company (the "Conversion
Shares") that may be issued upon conversion of convertible Subordinated
Securities.

I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents and corporate records as I have deemed
necessary or appropriate in connection with this opinion.

Based upon the foregoing, I am of the opinion that:

(1) The Company has been duly incorporated and is validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power under such laws to enter into the Indentures and to issue the
Securities, the Shares and the Conversion Shares;

<PAGE>
(2) The Senior Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding
obligation of the Company;

(3) The Subordinated Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding obligation
of the Company;

(4) When the issuance of the Securities has been duly authorized by
appropriate corporate action and such Securities have been duly executed,
authenticated and delivered in substantially the forms filed as an Exhibit to
the Registration Statement and in accordance with the Indentures and sold as
described in the Registration Statement, including the Prospectuses and
Prospectus Supplements relating to such Securities, subject to the final terms
of the Securities being in compliance with then applicable law, the Securities
will be legal, valid and binding obligations of the Company entitled to the
benefits of the Indentures;

(5) When the issuance of Shares has been duly authorized by appropriate
corporate action and the Shares have been duly issued and sold as described in
the Registration Statement, including the Prospectuses and Prospectus
Supplements relating to the Shares, the Shares will be legally issued, fully
paid and nonassessable; and

(6) When the issuance of the Conversion Shares issuable upon conversion
of convertible Subordinated Securities has been duly authorized by appropriate
corporate action and when the Conversion Shares have been issued upon
conversion as described in the Registration Statement, including the
Prospectuses and Prospectus Supplements relating to such convertible
Subordinated Securities, the Conversion Shares will be legally issued, fully
paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3. I also consent to the reference
to me under the caption "Legal Opinions" in the Prospectuses.

Very truly yours,

/s/John R. Leekley

John R. Leekley
Vice President and
General Counsel<PAGE>

<PAGE> 1

EXHIBIT 23.a

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the prospectuses included
in this Registration Statement of Masco Corporation on Form S-3 of our report
dated February 24, 1994, on our audits of the consolidated financial statements
and financial statement schedules of Masco Corporation and subsidiaries as of
December 31, 1993 and 1992, and for each of the three years in the period ended
December 31, 1993, which report is included in the Annual Report on Form 10-K of
Masco Corporation for the fiscal year ended December 31, 1993. We also consent
to the reference to our Firm under the caption "Experts" in such prospectuses.

Coopers & Lybrand L.L.P.

Detroit, Michigan
October 17, 1994

<PAGE>

<PAGE> 1

EXHIBIT 23.b

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the prospectuses included in
this Registration Statement of Masco Corporation on Form S-3 of our report dated
February 24, 1994, on our audits of the consolidated financial statements and
financial statement schedules of MascoTech, Inc. and subsidiaries as of December
31, 1993 and 1992, and for each of the three years in the period ended December
31, 1993 which report is included in the Annual Report on Form 10-K of Masco
Corporation for the fiscal year ended December 31, 1993. We also consent to the
reference to our Firm under the caption "Experts" in such prospectuses.

Coopers & Lybrand L.L.P.

Detroit, Michigan
October 17, 1994
<PAGE>

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer
identification number)

One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)

The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)

Masco Corporation
(Exact name of obligor as specified in its charter)

Delaware 38-1794485
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

21001 Van Born Road
Taylor, Michigan 48180
(Address of principal executive offices) (Zip Code)

Senior Debt Securities
(Title of Indenture Securities)

<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:

(a) Name and address of each examining or
supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) Whether it is authorized to exercise
corporate trust powers.

The trustee is authorized to exercise corporate
trust powers.

Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.

No such affiliation exists with the trustee.

Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

2
PAGE
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois,
on the 11th day of October, 1994.

The First National Bank of Chicago,
Trustee,

By /s/ R. D. Manella
R. D. Manella
Vice President

*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 12 of the Form T-1 of The
First National Bank of Chicago, filed as Exhibit 26(b) to the
Registration Statement on Form S-3 of Dow Capital B.V. and The Dow
Chemical Company, filed with the Securities and Exchange Commission
on June 3, 1991 (Registration No. 33-36314).

3
PAGE
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

October 11, 1994

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Masco Corporation
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

The First National Bank of Chicago

By: /s/ R. D. Manella
R. D. Manella
Vice President

4
<PAGE>
<PAGE>

EXHIBIT 7

A copy of the latest report of conditions of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.

5
<PAGE>
<PAGE>
Legal Title of Bank: The First National Bank of Chicago Page RC-1
Call Date: 6/30/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1994

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>

Dollar Amounts in C400 <-
Thousands RCFD BIL MIL THOU

<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1) . . . . . . . . . . . . . . . . . . 0081 2,999,432 1.a.
b. Interest-bearing balances(2) . . . . . . . . . 0071 7,408,337 1.b.
2. Securities
a. Held-to-maturity securities
(from Schedule RC-B, column A) . . . . . . . . 1754 114,178 2.a.
b. Available-for-sale securities
(from Schedule RC-B, column D) . . . . . . . . 1773 354,495 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . 0276 3,997,507 3.a.
b. Securities purchased under agreements
to resell . . . . . . . . . . . . . . . . . . . 0277 756,008 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) . . . . . . . . . . . . . RCFD 2122 14,441,302 4.a.
b. LESS: Allowance for loan and lease losses . . . RCFD 3123 336,826 4.b.
c. LESS: Allocated transfer risk reserve . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve
(item 4.a minus 4.b and 4.c) . . . . . . . . . 2125 14,104,476 4.d.
5. Assets held in trading accounts . . . . . . . . . 3545 9,635,521 5.
6. Premises and fixed assets
(including capitalized leases) . . . . . . . . . 2145 489,446 6.
7. Other real estate owned
(from Schedule RC-M) . . . . . . . . . . . . . . . 2150 59,331 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) . . . . 2130 6,886 8.
9. Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . 2155 445,848 9.
10.Intangible assets (from Schedule RC-M) . . . . . . 2143 131,253 10.
11.Other assets (from Schedule RC-F) . . . . . . . . 2160 1,283,273 11.
12.Total assets (sum of items 1 through 11) . . . . . 2170 41,785,991 12.

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>

6
PAGE
<PAGE>
Legal Title of Bank: The First National Bank of Chicag Page RC-2
Call Date: 6/30/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8

<TABLE>

Schedule RC-Continued

Dollar Amounts in
Thousands Bil Mil Thou
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1). . . . . . . . . . . . . . . RCON 2200 14,100,202 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . RCON 6631 5,795,942 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCON 6636 8,304,260 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . RCFN 2200 9,752,314 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . RCFN 6631 459,474 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCFN 6636 9,292,840 13.b.(2)
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and ofits Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . RCFD 0278 2,766,451 14.a.
b. Securities sold under agreements to repurchase . . . . RCFD 0279 355,648 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . RCON 2840 101,744 15.a.
b. Trading Liabilities RCFD 3548 6,864,567 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . RCFD 2332 1,955,477 16.a.
b. With original maturity of more than one year . . . . . RCFD 2333 488,023 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 273,578 17.
18. Bank's liability on acceptance executed and outstanding . RCFD 2920 445,848 18.
19. Subordinated notes and debentures . . . . . . . . . . . . RCFD 3200 1,175,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . RCFD 2930 765,341 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . RCFD 2948 39,044,193 21.
22. Limited-Life preferred stock and related surplus . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . RCFD 3838 0 23.
24. Common stock RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . RCFD 3839 2,254,940 25.
26. a. Undivided profits and capital reserves . . . . . . . . RCFD 3632 287,009 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (38) 26.b.
27. Cumulative foreign currency translation adjustments . . . RCFD 3284 (971) 27.
28. Total equity capital (sum of items 23 through 27) . . . . RCFD 3210 2,741,798 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . RCFD 3300 41,785,991 29.

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank Number
by independent external auditors as of any date during 1993 . . . . . . . . . . . . . RCFD6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility
of a Trustee pursuant to Section 305(b)(2) _____
--------------------------------

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer
identification no.)

399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)

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

MASCO CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 38-1794485
(State or other jurisdiction of (I.R.S.employer
incorporation or organization) identification no.)

21001 Van Born Road
Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)

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

Debt Securities
(Title of the indenture securities)

<PAGE>
<PAGE>
Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Name Address

Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of New York New York, NY

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

Item 16. List of Exhibits.

Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement
No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business.. (Exhibit 2 to T-1 to Registration Statement No.
2-29577)

Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration Statement
No. 2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to
T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

PAGE
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
Registration Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A
(as of June 30, 1994 - attached).

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

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

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 12th day
of October, 1994.

CITIBANK, N.A.

By /s/ Eugene J. Jaworski
Eugene J. Jaworski
Vice President

<PAGE>
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

Citibank, N.A.

of New York in the State of New York, at the close of business on June 30, 1994,
published in response to call made by Comptroller of the Currency, under Title
12, United States Code, Section 161. Charter Number 1461 Comptroller of the
Currency Northeastern District.

ASSETS
Thousands
of dollars

Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . $ 7,024,000
Interest-bearing balances . . . . . . . . . . . 7,846,000
Securities:
Held-to-maturity securities . . . . . . . . . . 3,669,000
Available-for-sale securities . . . . . . . . . 10,700,000
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold . . . . . . . . . . . . . . . . 1,498,000
Securities purchased under agreements to resell . . 1,461,000
Loans and lease financing receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . . .$121,910,000
LESS: Allowance for loan and
lease losses . . . . . . . . . . . . . 3,718,000
Loans and leases, net of un-earned income
and allowance . . . . . . . . . . . . . . . . . . . 118,192,000
Assets held in trading accounts . . . . . . . . . . 47,048,000
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 3,168,000
Other real estate owned . . . . . . . . . . . . . . 3,022,000
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . 961,000
Customers' liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 1,311,000
Tangible assets . . . . . . . . . . . . . . . . . . 15,000
Other Assets . . . . . . . . . . . . . . . . . . . . 7,922,000
TOTAL ASSET . . . . . . . . . . . . . . . . . . . .$ 213,837,000

LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . $ 34,375,000
Noninterest bearing . . . . . . . . $12,548,000
Interest bearing . . . . . . . . . 21,832,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs . . . . . . . . . . . . . 101,733,000
Noninterest bearing . . . . . . . . 7,573,000
Interest bearing . . . . . . . . . 94,160,000
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds purchased . . . . . . . . . . . . . 4,689,000
Securities sold under agreement to repurchase . . 1,711,000
Trading liabilities . . . . . . . . . . . . . . . . 32,503,000
Other borrowed money:
With original maturity of one year or less . . . 7,589,000
With original maturity of more than one year . . 4,150,000
Mortgage indebtedness and obligations under
capitalized leases . . . . . . . . . . . . . . . . 71,000
Bank's liability on acceptances executed and
outstanding . . . . . . . . . . . . . . . . . . . 1,329,000
Notes and debentures subordinated to deposits . . . 4,700,000
Other liabilities . . . . . . . . . . . . . . . . . 8,867,000
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . $ 201,717,000

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . 751,000
Surplus . . . . . . . . . . . . . . . . . . . . . 5,944,000
Undivided profits and capital reserves . . . . . . 5,843,000
Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . . 189,000
Cumulative foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . (607,000)
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . $ 12,120,000
TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . $ 213,837,000

I, Roger W. Trupin, Controller of the above named bank do hereby declare
that this Report of Condition is true and correct to the best of my knowledge
and belief.

ROGER W. TRUPIN

We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

CHRISTOPHER J. STEFFEN
PEI-YUAN CHIA Directors
WILLIAM R. RHODES