MASCO CORP /DE/
10-Q, 1995-11-13
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                                     FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.  20549


               Quarterly Report Pursuant To Section 13 or 15(d) of 
                        the Securities Exchange Act of 1934


For Quarter Ended September 30, 1995.  Commission File Number 1-5794

                                MASCO CORPORATION                               
(Exact name of Registrant 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)



                                   (313) 274-7400                              
                                 (Telephone Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                               Yes   X     No      

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

                                           Shares Outstanding at 
            Class                            October 31, 1995               

Common stock, par value $1 per share            160,592,000     

















<PAGE>
                                 MASCO CORPORATION

                                       INDEX



                                                                Page No.

Part I.     Financial Information                                        

  Item 1.    Financial Statements

                 Condensed Consolidated Balance Sheet -
                     September 30, 1995 and December 31, 1994      1

                 Condensed Consolidated Statement of 
                     Income for the Three Months and 
                     Nine Months Ended September 30, 1995 
                     and 1994                                      2

                 Condensed Consolidated Statement of 
                     Cash Flows for the Nine Months Ended 
                     September 30, 1995 and 1994                   3

                 Notes to Condensed Consolidated
                     Financial Statements                         4-7

  Item 2.    Management's Discussion and Analysis of 
                 Financial Condition and Results of 
                 Operations                                       8-10

             Unaudited Information Regarding Equity
                 Affiliates for the Three Months and 
                 Nine Months Ended September 30, 1995 
                 and 1994                                         11

Part II.    Other Information and Signature                       12
























                                     


<PAGE>
                                 MASCO CORPORATION
                       CONDENSED CONSOLIDATED BALANCE SHEET

                     September 30, 1995 and December 31, 1994
                              (Dollars in thousands)
                                                   

                                                 September 30,    December 31, 
          ASSETS                                     1995             1994    
Current assets:
     Cash and cash investments                   $   73,050       $   61,160 
     Marketable securities                           11,520            9,910
     Accounts and notes receivable, net             824,340          745,170
     Prepaid expenses and other                     125,010          126,370
     Inventories:
          Finished goods                            404,190          388,440
          Raw material                              404,110          333,280
          Work in process                           191,180          227,110 
                                                    999,480          948,830 
               Total current assets               2,033,400        1,891,440

Equity investments in MascoTech, Inc.               199,170          184,960
Equity investments in other affiliates               63,390           57,790
Property and equipment, net                       1,323,740        1,231,810
Excess of cost over acquired net assets             753,350          706,160
Other noncurrent assets                             334,730          317,880 
               Total assets                      $4,707,780       $4,390,040 

          LIABILITIES
Current liabilities:
     Notes payable                               $   56,440       $   48,380 
     Accounts payable                               196,280          201,320
     Accrued liabilities                            381,980          351,590 
               Total current liabilities            634,700          601,290

Long-term debt                                    1,656,000        1,592,610
Deferred income taxes and other                      90,750           83,460 
               Total liabilities                  2,381,450        2,277,360 

          SHAREHOLDERS' EQUITY
Common stock, par value $1 per share
     Authorized shares: 400,000,000                 160,280          156,990
Preferred stock, par value $1 per share
     Authorized shares: 1,000,000                     ---              ---
Paid-in capital                                     125,990           44,840
Retained earnings                                 2,042,610        1,924,740
Cumulative translation adjustments                   (2,550)         (13,890)
               Total shareholders' equity         2,326,330        2,112,680 
               Total liabilities and
                 shareholders' equity            $4,707,780       $4,390,040 



             See notes to condensed consolidated financial statements.









                                        1

<PAGE>
[CAPTION]
                                 MASCO CORPORATION
                    CONDENSED CONSOLIDATED STATEMENT OF INCOME

<TABLE>


           For the Three Months and Nine Months Ended September 30, 1995 and 1994
                        (Amounts in thousands except per share data)
                                                        

                                     
                                        Three Months Ended         Nine Months Ended  
                                           September 30              September 30    
                                         1995        1994          1995        1994   
<S>                                   <C>         <C>           <C>         <C>        
Net sales                             $1,235,000  $1,150,000    $3,669,000  $3,320,000 
Cost of sales                            842,800     767,300     2,480,100   2,218,800
   
     Gross profit                        392,200     382,700     1,188,900   1,101,200
Selling, general and administrative
   expenses                              258,500     241,300       781,300     705,200   

     Operating profit                    133,700     141,400       407,600     396,000

Other (income) expense, net:
   Interest expense                       29,100      27,000        86,400      81,200
   Re: MascoTech, Inc.:      
        Equity earnings                   (5,300)     (5,600)      (13,600)    (23,700)
        Gain from stock sale              ---         ---            ---        (4,400)
   Other, net                             (2,000)       (100)       (6,800)     (2,900)
                                          21,800      21,300        66,000      50,200

     Income before income taxes          111,900     120,100       341,600     345,800   

Income taxes                              44,800      48,000       136,700     138,300 

     Net income                       $   67,100  $   72,100    $  204,900  $  207,500 


Per share data:
     Net income                             $.42        $.45         $1.29       $1.31 

     Cash dividends paid                    $.18        $.17          $.54        $.51 

     Cash dividends declared                $.19        $.18          $.55        $.52


Average shares outstanding               159,300     158,600       159,300     158,600 
</TABLE>







            See notes to condensed consolidated financial statements.



                                        2

<PAGE>
                                  MASCO CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

              For the Nine Months Ended September 30, 1995 and 1994
                             (Dollars in thousands)
                                                  


                                                          Nine Months Ended
                                                            September 30     
                                                         1995          1994  

CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
     Cash provided by operations                       $288,730      $278,850
     (Increase) in receivables, net                    (111,860)      (83,370)
     (Increase) in inventories, net                     (48,120)      (65,430)
     Decrease in prepaid expenses                         2,180         6,860 
     Increase in current liabilities                     14,570        42,060 

          Total cash from operating activities          145,500       178,970

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
     Proceeds from sale of Formica investment            74,470         ---
     Capital expenditures                              (165,370)     (131,350)
     Other, net                                             620         3,090 

          Total cash (for) investing activities         (90,280)     (128,260)

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
     Increase in debt                                   603,200        78,600
     Payment of debt                                   (560,690)      (89,680)
     Cash dividends paid                                (85,840)      (80,140)

          Total cash (for) financing activities         (43,330)      (91,220)

CASH AND CASH INVESTMENTS:
     Increase (decrease) for the period                  11,890       (40,510)
     At January 1                                        61,160       119,980

     At September 30                                   $ 73,050      $ 79,470


Supplemental Cash Flow Information:
     Net cash paid during the period for:
          Interest                                     $ 86,380      $ 80,240

          Income taxes                                 $131,990      $126,340


                                        




            See notes to condensed consolidated financial statements.






                                        3

<PAGE>
                                MASCO CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


A.  In the opinion of the Company, the accompanying unaudited condensed
    consolidated financial statements contain all adjustments, of a normal
    recurring nature, necessary to present fairly its financial position as at
    September 30, 1995 and the results of operations for the three months and
    nine months ended September 30, 1995 and 1994 and cash flows for the nine
    months ended September 30, 1995 and 1994.  The condensed consolidated
    balance sheet at December 31, 1994 was derived from audited financial
    statements, but does not include all disclosures required by generally
    accepted accounting principles.  Earnings per share are calculated based on
    the weighted average common shares outstanding.

B.  Other (income) expense, net consists of the following, in thousands:

                                   Three Months Ended      Nine Months Ended
                                      September 30            September 30   
                                    1995        1994       1995         1994 

       Interest expense            $29,100    $27,000     $86,400     $81,200
       Re: MascoTech, Inc.:       
           Equity earnings          (5,300)    (5,600)    (13,600)    (23,700) 
           Gain from sale of 
               common stock           ---        ---         ---       (4,400)
       Equity earnings, other       (2,400)    (1,000)     (6,700)     (3,100)
       Interest income and gains
           from marketable
           securities and
           cash investments, net    (3,200)    (2,300)    (11,100)    (10,000)
       Other, net                    3,600      3,200      11,000      10,200 
                                   $21,800    $21,300     $66,000     $50,200

    Included in other, net for the nine months ended September 30, 1995, was a
    $15.9 million gain from the sale of the Company's investment in Formica
    Corporation; this gain was offset by charges and reserves for profit
    improvement programs and asset disposals that should enhance the Company's
    future performance.

C.  As announced during the second quarter of 1995, the Company's Board of
    Directors has determined that the divestiture of the Home Furnishings Group
    appears to be in the Company's and its shareholders'long-term strategic
    interest and thus has directed the Company to explore alternatives with
    respect to a possible divestiture.  Alternatives currently being explored
    include the creation of a new independent public company through either an
    initial public offering or a spin-off to Company shareholders or the sale of
    the Home Furnishings Group.  The Company anticipates receiving substantial
    cash proceeds either from a cash payment paid to the Company by the Home
    Furnishings Group prior to its becoming a public company or from the sale  
    of the Home Furnishings Group.

    Sales of the Home Furnishings Group in 1994 approximated $1.9 billion with
    operating profit of approximately $80 million.  While these sales
    represented 42 percent of the Company's total 1994 sales, operating profit
    from this group comprised less than 14 percent of the Company's 1994
    operating profit.

         


                                        4
<PAGE>
                                  MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note C - Continued:

    The Home Furnishings Group represents an investment of approximately $1.7
    billion on the Company's December 31, 1994 balance sheet.  While the Company
    believes that the book value of its investment in the Home Furnishings Group
    is realizable in the longer term in the ordinary course of business, the
    Company believes that the current value of the Home Furnishings Group is
    well in excess of $1 billion.  Even then, depending upon the nature and
    timing of a divestiture, the potential transactions, while strengthening the
    Company's balance sheet, may involve a substantial non-cash charge to the
    Company's financial statements.

D.  The following presents the combined unaudited financial statements of the
    Company, MascoTech, Inc. and TriMas Corporation as one entity, with Masco
    Corporation as the parent company.  Intercompany transactions have been
    eliminated.  Amounts, except per share data, are in thousands.

    Combined Balance Sheet
                                                     
                                                  September 30,   December 31,
    Assets                                           1995            1994    
    Current assets:
          Cash and cash investments                 $  167,630     $  230,780
          Marketable securities                         19,170         72,020 
          Accounts and notes receivable, net         1,103,320        980,940
          Prepaid expenses                             113,190        133,490
          Deferred income taxes                         54,550         68,270
          Net current assets of businesses
            held for disposition                        76,790        146,690
          Inventories: 
               Finished goods                          478,090        449,290
               Raw material                            472,940        404,240
               Work in process                         229,010        266,810
                                                     1,180,040      1,120,340
                    Total current assets             2,714,690      2,752,530
     Equity investments in affiliates                  198,410        150,310
          Property and equipment, net                1,916,410      1,779,520
          Excess of cost over acquired net assets    1,007,080        964,000
          Net noncurrent assets of businesses held
                  for disposition                      180,490        232,370
          Other noncurrent assets                      439,840        405,220
                         Total assets               $6,456,920     $6,283,950

          Liabilities and Shareholders' Equity
          Current liabilities:
               Notes payable                        $   62,900     $   52,330

               Accounts payable                        304,120        334,770
               Accrued liabilities                     510,040        457,160
                        Total current liabilities      877,060        844,260 

          Long-term debt                             2,571,220      2,699,450   
          Deferred income taxes and other              223,810        206,630  
          Other interests in combined affiliates       458,500        420,930 
          Equity of shareholders of Masco 
               Corporation                           2,326,330      2,112,680
                         Total liabilities and
                           shareholders' equity     $6,456,920     $6,283,950
                                        5

<PAGE>
                                MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



Note D - Continued:

<TABLE>


                                          Three Months Ended       Nine Months Ended  
                                             September 30             September 30     
Combined Statement of Income               1995        1994         1995        1994   
<S>                                     <C>         <C>          <C>         <C>
Net sales                               $1,766,410  $1,696,980   $5,377,900  $4,986,290 

Costs and expenses, net:
     Cost of sales                       1,262,640   1,197,260    3,835,590   3,507,490
     Selling, general and
          administrative expenses          319,550     311,340      980,360     911,960
     Other (income) expense, net:
          Interest expense                  43,410      43,540      135,950     126,590
          Other income, net                 (8,250)    (13,320)     (29,040)    (41,510)
                                            35,160      30,220      106,910      85,080
                                         1,617,350   1,538,820    4,922,860   4,504,530
Income before income taxes and
     other interests                       149,060     158,160      455,040     481,760 
Income taxes                                64,560      67,250      197,850     206,700

Income before other interests               84,500      90,910      257,190     275,060
Other interests in combined
     affiliates                             17,400      18,810       52,290      67,560
Net income                              $   67,100  $   72,100   $  204,900  $  207,500 

Per share data:
     Net income                               $.42        $.45        $1.29       $1.31

     Cash dividends paid                      $.18        $.17         $.54        $.51

     Cash dividends declared                  $.19        $.18         $.55        $.52

Average shares outstanding                 159,300     158,600      159,300     158,600

</TABLE>

















                                        6
<PAGE>
                                MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)


Note D - Concluded:

                                                    Nine Months Ended
                                                       September 30    

Combined Statement of Cash Flows                     1995        1994  


Cash Flows From (For) Operating Activities:
     Cash provided by operations                  $ 359,490   $ 346,830
     (Increase) in receivables, net                (153,730)   (124,250)
     (Increase) in inventories, net                 (52,000)    (82,150)
     (Increase) decrease in marketable 
       securities, net                               54,460     (42,520)
     (Increase) decrease in prepaid expenses         14,620     (25,260)
     Increase (decrease) in current liabilities      (6,010)     59,020

          Total cash from operating activities      216,830     131,670
                                                                     
Cash Flows From (For) Investing Activities:
     Capital expenditures                          (229,570)   (234,360)
     Proceeds from sale of Formica Investment        74,470       ---
     Proceeds from sale of subsidiaries              94,880      41,220
     Acquisitions, net of cash acquired             (22,810)      ---  
     Other, net                                      56,840      39,780 

          Total cash (for) investing activities     (26,190)   (153,360)

Cash Flows From (For) Financing Activities:
     Increase in debt                               733,100     485,600 
     Payment of debt                               (885,360)   (429,130)
     Cash dividends paid                           (101,530)    (94,710)

          Total cash (for) financing activities    (253,790)    (38,240)

Cash and Cash Investments:
     Decrease for the period                        (63,150)    (59,930)
     At January 1                                   230,780     272,950

     At September 30                              $ 167,630   $ 213,020
















                                        7

<PAGE>
                                MASCO CORPORATION

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



THIRD QUARTER 1995 AND THE FIRST NINE MONTHS 1995 VERSUS 
THIRD QUARTER 1994 AND THE FIRST NINE MONTHS 1994


     Net sales increased 7 percent and 11 percent for the third quarter and nine
months ended September 30, 1995, respectively, from the comparable periods in
1994. Sales of Home Improvement and Building Products including acquisitions
increased 10 percent and 12 percent, and excluding acquisitions increased 2
percent and 6 percent for the third quarter and nine months ended September 30,
1995, respectively, from the comparable periods in 1994.  Sales of Home
Furnishings Products increased 4 percent and 9 percent, and excluding a recent
acquisition increased 4 percent and 5 percent for the third quarter and nine
months ended September 30, 1995, respectively, from the comparable periods in
1994.  

     The Company's operating profit margins for the nine months ended September
30, 1995 declined from the comparable period in 1994.  Cost of sales as a
percentage of sales increased to 68.2 percent from 66.7 percent and to 67.6
percent from 66.8 percent for the third quarter and nine months ended September
30, 1995, respectively, from the comparable periods in 1994; these increases
were the result, among others, of changing product sales mix and plant start-up
and home furnishings restructuring costs.  Selling, general and administrative
expenses as a percentage of sales for the third quarter and nine months ended
September 30, 1995 were 20.9 percent and 21.3 percent, respectively, as compared
with 21.0 percent and 21.2 percent in the comparable 1994 periods.

     Included in other (income) expense, net for the third quarter and nine
months ended September 30, 1995 are equity earnings from MascoTech, Inc.
aggregating $5.3 million and $13.6 million, respectively, as compared with $5.6 
million and $23.7 million of equity earnings in the comparable 1994 periods. 
MascoTech's operating results for the first nine months of 1995 were negatively
impacted by the reduced results, including restructuring-related costs, of
certain businesses MascoTech plans to divest, and by increased costs and
expenses reflecting start-up costs associated with MascoTech's expanded capital
investment programs, launch costs for new products and increased steel costs,
principally for its core transportation-related businesses.


















                                        8
<PAGE>

     Also included in other (income) expense, net for the nine months ended
September 30, 1995, was a $15.9 million gain from the sale of the Company's
investment in Formica Corporation; this gain was offset by charges and reserves
for profit improvement programs and asset disposals that should enhance the
Company's future performance.  Included in other (income) expense, net for the
nine months ended September 30, 1994 was a $4.4 million gain from the sale of
MascoTech stock.  

     Net income for the first nine months of 1995 decreased slightly to $204.9
million from $207.5 million, and earnings per share decreased to $1.29 from
$1.31. Excluding the 1994 MascoTech stock gain and year-to-date equity earnings
from MascoTech for both 1995 and 1994, net income for the first nine months of
1995 would have increased 3 percent from the comparable 1994 period.  Net income
and earnings per share for the third quarter of 1995 each decreased 7 percent to
$67.1 million and $.42 from $72.1 million and $.45, respectively, in the
comparable 1994 period.  

     The Company's major markets have experienced a slowdown in 1995 as a result
of lower housing activity, reduced consumer spending and inventory reductions by
certain customers.  The economic decline in the Company's major markets
currently appears to have bottomed and, unless there is a further weakening, the
Company continues to anticipate improved sales and operating profit for 1995
over prior years.

     As announced during the second quarter of 1995, the Company's Board of
Directors has determined that the divestiture of the Home Furnishings Group
appears to be in the Company's and its shareholders' long-term strategic
interest and thus has directed the Company to explore alternatives with respect
to a possible divestiture.  Alternatives currently being explored include the
creation of a new independent public company through either an initial public
offering or a spin-off to Company shareholders or the sale of the Home
Furnishings Group.  The Company anticipates receiving substantial cash proceeds
either from a cash payment paid to the Company by the Home Furnishings Group
prior to its becoming a public company or from the sale of the Home Furnishings
Group.

     Sales of the Home Furnishings Group in 1994 approximated $1.9 billion with
operating profit of approximately $80 million.  While these sales represented 42
percent of the Company's total 1994 sales, operating profit from this group
comprised less than 14 percent of the Company's 1994 operating profit.

     The Home Furnishings Group represents an investment of approximately $1.7
billion on the Company's December 31, 1994 balance sheet.  While the Company
believes that the book value of its investment in the Home Furnishings Group is
realizable in the longer term in the ordinary course of business, the Company
believes that the current value of the Home Furnishings Group is well in excess
of $1 billion.  Even then, depending upon the nature and timing of a
divestiture, the potential transactions, while strengthening the Company's
balance sheet, may involve a substantial non-cash charge to the Company's
financial statements.










                                        9

<PAGE>

     The Company's Home Furnishings Group includes such well-known brands as
Henredon, Drexel Heritage, Lexington, Universal, Berkline, Bench Craft,
Maitland-Smith and Robert Allen Fabrics.

     The Company has on file with the Securities and Exchange Commission, an
unallocated shelf registration pursuant to which the Company is able to issue up
to a combined $800 million of debt and equity securities.

     At September 30, 1995 current assets were 3.2 times current liabilities. 
The Company believes that its cash flows from operations and, to the extent
necessary, future financial market activities and bank borrowings, are
sufficient to fund its working capital and other investment needs.

     During the third quarter of 1995, the Company increased the quarterly
dividend to $.19 from $.18 per common share.  This marks the 37th consecutive 
year in which dividends have been increased.












































                                        10

  <PAGE>

                UNAUDITED INFORMATION REGARDING EQUITY AFFILIATES
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


     Equity investments in affiliates consist primarily of the following
approximate common stock and partnership interests at September 30:


                                              1995       1994

         MascoTech, Inc.                        44%       42%
         Hans Grohe, a German partnership       27%       27%
         TriMas Corporation                      5%        5%
     
  
     The following presents the condensed financial data of MascoTech, Inc.
Amounts are in thousands.


                               Three Months Ended        Nine Months Ended
                                  September 30             September 30     
                                1995        1994         1995        1994   

         Sales - Net          $404,900    $416,500    $1,289,200  $1,261,690




         Gross Profit         $ 67,050    $ 73,440    $  212,760  $  243,440




         Net Income
           (Before Preferred
            Stock Dividends)  $ 15,960    $ 18,380    $   44,520  $   74,120 
























                                          11

<PAGE>                     PART II.  OTHER INFORMATION

                                MASCO CORPORATION

Items 1 through 5 are not applicable.

Item 6. Exhibits and Reports on Form 8-K.

        (a)  Exhibits:
               

                  11 -  Computation of Earnings Per Share

                  12 -  Computation of Ratio of Earnings to Fixed Charges

                  27 -  Financial Data Schedule

              
        (b)  Reports on Form 8-K:
          
                  None.





                                SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               MASCO CORPORATION

                                                  (Registrant)

Date:  November 10, 1995              By:  /s/ Richard G. Mosteller  
             
                                           Richard G. Mosteller
                                           Senior Vice President - Finance
                                           (Chief Financial Officer and 
                                           Authorized Signatory)




















                                        12

<PAGE>
                                MASCO CORPORATION

                                  EXHIBIT INDEX


                                                                             
  Exhibit                                                           

          
Exhibit 11     Computation of Earnings Per Share 
                          
Exhibit 12     Computation of Ratio of Earnings to Fixed Charges
                                   
Exhibit 27     Financial Data Schedule   















































                                        13

<PAGE>

                                         
                                                                    Exhibit  11


                  MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         COMPUTATION OF EARNINGS PER SHARE
                   Primary and Fully Diluted Earnings Per Share
      For the Three Months and Nine Months Ended September 30, 1995 and 1994
                   (Amounts in thousands except per share data)


                                      Three Months Ended      Nine Months Ended
                                         September 30           September 30    
                                       1995        1994        1995       1994  

Shares for computation of primary
  and fully diluted earnings 
  per share:

     Average number of shares
       outstanding                    159,300     158,600     159,300    158,600

     Common stock equivalents:
       Shares issuable assuming
         conversion of debentures       4,200       4,200       4,200      4,200

       Stock options                      700         900         700        900
                                      164,200     163,700     164,200    163,700


Net income, adjusted to basis of
  earnings per share:

     Net income                       $67,100     $72,100    $204,900   $207,500
     Add interest on convertible
       debentures, net of tax           1,500       1,500       4,400      4,400
                                      $68,600     $73,600    $209,300   $211,900


Primary and fully diluted earnings
  per share                               $.42       $.45       $1.29      $1.31

Earnings per share as reported            $.42       $.45       $1.29      $1.31


     This calculation is submitted in accordance with Regulation S-K
Item 601(b)(11), although not required by APB Opinion No. 15, inasmuch as 
dilution for any period was less than 3 percent.















<PAGE>

                                                                     Exhibit 12


[CAPTION]

                  MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES

                 Computation of Ratio of Earnings to Fixed Charges

<TABLE>


                                                  (Thousands of Dollars)                    
                                   Nine 
                                  Months 
                                  Ended 
                              September 30,              Year Ended December 31,            
                                   1995       1994      1993      1992      1991      1990  
<S>                           <C>           <C>       <C>       <C>       <C>       <C>    
Earnings Before Income Taxes
  And Fixed Charges:

  Income before income taxes    $341,600    $322,600  $362,600  $304,800  $ 97,600  $235,900

  Deduct/add equity in 
    undistributed (earnings)
    losses of fifty-percent-
    or-less-owned companies      (13,540)    108,030   (13,800)  (13,190)   38,090    10,540 

  Add interest on indebtedness,
    net                           86,100     103,800   104,080   100,490   124,950   125,770

  Add amortization of debt
    expense                        1,500       2,220     2,650     2,710     1,630     1,420

  Add one-third of rentals         9,500      11,180    10,970    10,800    12,530     9,610

  Earnings before income
    taxes and fixed charges     $425,160    $547,830  $466,500  $405,610  $274,800  $383,240


Fixed charges:

  Interest on indebtedness      $ 88,450    $107,510  $105,420  $113,670  $128,450  $125,770

  Amortization of debt expense     1,500       2,220     2,650     2,710     1,630     1,420

  One-third of rentals             9,500      11,180    10,970    10,800    12,530     9,610

  Fixed charges                 $ 99,450    $120,910  $119,040  $127,180  $142,610  $136,800

Ratio of earnings to fixed
  charges                            4.3         4.5       3.9       3.2       1.9       2.8


</TABLE>

<PAGE> 

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MASCO
CORPORATION'S SEPTEMBER 30, 1995 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          73,050
<SECURITIES>                                    11,520
<RECEIVABLES>                                  824,340<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                    999,480
<CURRENT-ASSETS>                             2,033,400
<PP&E>                                       1,323,740<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,707,780
<CURRENT-LIABILITIES>                          634,700
<BONDS>                                      1,656,000
<COMMON>                                       160,280
                                0
                                          0
<OTHER-SE>                                   2,166,050
<TOTAL-LIABILITY-AND-EQUITY>                 4,707,780
<SALES>                                      3,669,000
<TOTAL-REVENUES>                             3,669,000
<CGS>                                        2,480,100
<TOTAL-COSTS>                                2,480,100
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              86,400
<INCOME-PRETAX>                                341,600
<INCOME-TAX>                                   136,700
<INCOME-CONTINUING>                            341,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   204,900
<EPS-PRIMARY>                                     1.29
<EPS-DILUTED>                                     1.29
<FN>
<F1>Receivables and property and equipment are presented net of allowances for
doubtful accounts and accumulated depreciation and amortization, respectively.
</FN>
        

</TABLE>


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