MASCO CORP /DE/
8-K, 1996-01-11
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                        SECURITIES AND EXCHANGE COMMISSION


                              Washington, D.C.  20549


                                     FORM 8-K


                                  CURRENT REPORT


                 Pursuant to Section 13 or 15(d) of the Securities
                               Exchange Act of 1934


                                 January 4, 1996                          
                 Date of Report (Date of earliest event reported)


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


            Delaware                    1-5794                 38-1794485   
         (State of other            (Commission File         (IRS Employer
          jurisdiction of            Number)                  Identification
          incorporation)                                      Number)



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



                              (313) 274-7400                                
               (Registrant's telephone number, including area code)























<PAGE>
Item 5.     OTHER EVENTS

      On January 4, 1996, the Registrant issued the press release attached as
Exhibit 99.a hereto with respect to the proposed divestiture of its Home
Furnishings Group.


Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   Exhibits. The following exhibit is filed herewith:

            99.a  Press Release dated January 4, 1996
















































<PAGE>
                                     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, hereunto duly authorized.

                                    MASCO CORPORATION


                                    By:   /S/RICHARD G. MOSTELLER
                                          Richard G. Mosteller
                                          Senior Vice President -
                                          Finance


Date: January 11, 1996












































<PAGE>
                                   EXHIBIT INDEX


99.a  Press Release dated January 4, 1996

                                                   Exhibit 99.a


                                                January 4, 1996

FOR IMMEDIATE RELEASE



                    MASCO CORPORATION ANNOUNCES TERMINATION OF
                  MORGAN STANLEY CAPITAL PARTNERS' PARTICIPATION
                 IN THE PURCHASE OF MASCO'S HOME FURNISHINGS GROUP


      MASCO CORPORATION announced that it has agreed with Morgan Stanley Capital
Partners to terminate their participation in the purchase of MASCO's Home
Furnishings Group.  MASCO intends to proceed with its plans to find a purchaser 
of its home furnishings businesses, and continues to believe that it will obtain
a value for these businesses in excess of $1 billion.

      Several potential investors have continued to express significant interest
in the acquisition of the Home Furnishings Group, and the Group's operating
results through November have equaled or exceeded MASCO's estimates provided to
prospective purchasers prior to MASCO's agreement with the Morgan Stanley 
Capital Partners group.

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

      MASCO CORPORATION manufactures home improvement, building and home
furnishings products for the home and family.


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