As filed with The Securities and Exchange Commission
on May 23, 1997
Registration No. 33-
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
(State or Other Jurisdiction of Incorporation or Organization)
38-1794485
(I.R.S. Employer Identification Number)
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7400
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
John R. Leekley
Senior 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)
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]
<TABLE>
<CAPTION>
________________________________________________
CALCULATION OF REGISTRATION FEE
________________________________________________
________________________________________________
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF SHARES AMOUNT AGGREGATE AGGREGATE OF
TO BE REGISTERED TO BE PRICE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
COMMON STOCK (PAR VALUE $1 PER SHARE) 240,100 SHARES $ 38.12* $ 9,153,813* $ 1,830.76*
- -------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION DATED MAY 23, 1997
PROSPECTUS
240,100 Shares
MASCO CORPORATION
Common Stock
($1 Par Value)
All the shares of Common Stock being offered hereby (the "Shares") are
held by certain stockholders (the "Selling Stockholders") of Masco Corporation
("Masco" or the "Company"). Masco will not receive any of the proceeds from the
sale of the Shares.
The Selling Stockholders (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by them hereby (a) in
transactions executed on the New York Stock Exchange or other exchanges on which
the Shares may be traded, (b) in negotiated transactions or (c) through other
means. Sales may be effected at market prices prevailing at the time of sale or
at such other prices as may be negotiated by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling Shares to
or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholders and any dealers that participate with
the Selling Stockholders in the distribution of Shares may be deemed to be
underwriters, and any commissions received by them and any profit on the resale
of Shares sold by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Masco has agreed to indemnify the Selling Stockholders against certain
liabilities under the Securities Act of 1933.
__________________________________________
THE COMPANY'S COMMON STOCK IS LISTED ON THE
NEW YORK STOCK EXCHANGE
__________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
May 23, 1997
<PAGE>
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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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.
<PAGE>
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 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, New York, New York 10048; and Chicago Regional
Office, Northwest Atrium 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 office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which the Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Proxy Statement dated April 25, 1997, in connection
with its Annual Meeting of Stockholders held on May 21, 1997; and
(d) The Company's Form 8 dated May 22, 1991 amending its Registration
Statement on Form 8-A dated February 12, 1987.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of
the offering of the Shares shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a previously filed document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein modifies or supersedes such statement,
and any statement contained in any previously filed document or contained herein
shall be deemed modified or superseded to the extent that a statement contained
in a subsequently filed document which 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.
<PAGE>
MASCO 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
SAMUEL A. CYPERT, VICE PRESIDENT, INVESTOR RELATIONS, MASCO CORPORATION, 21001
VAN BORN ROAD, TAYLOR, MICHIGAN 48180 (TELEPHONE (313) 274-7400).
<PAGE>
THE COMPANY
Masco Corporation is engaged principally in the manufacture, sale and
installation of home improvement and building products. Masco believes that it
is the largest domestic manufacturer of faucets, kitchen and bath cabinets and
plumbing supplies and that it is a leading domestic producer of a number of
other home improvement and building products. Masco was incorporated under the
laws of Michigan in 1929 and in 1968 was reincorporated under the laws of
Delaware.
Masco's principal executives 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.
SELLING STOCKHOLDERS
The Shares, as listed below, are the number of Shares which may be offered
by the Selling Stockholders named below (and by their donees, distributees,
pledgees and personal representatives). The Shares listed below constitute all
of the Shares held by the Selling Stockholders prior to this offering. On
February 21, 1997, the Selling Stockholders acquired the Shares from Masco
pursuant to an Agreement and Plan of Reorganization dated as of February 21,
1997 (the "Agreement") among Masco, La Gard Inc. ("La Gard") and the
shareholders of La Gard. The Selling Stockholders are some of the former
shareholders of La Gard. The Selling Stockholders did not hold positions or
have material relationships with Masco or any predecessor or affiliate thereof
during the three years preceding such acquisition. Since such acquisition,
certain of the Selling Stockholders have continued to be involved in the
management of La Gard. The Agreement contains indemnification provisions
covering this registration and offering.
Number of
Selling Stockholder Shares Held
Klaus W. Gartner 195,510
Peter J. Phillips 30,870
Klaus W. Gartner
as custodian for
Nicholas A. Gartner 6,860
Susan Gartner-Papa 6,860
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by it hereby (a) in transactions
executed on the New York Stock Exchange or other exchanges on which the Shares
may be traded, (b) in negotiated transactions or (c) through other means. Sales
may be effected at market prices prevailing at the time of sale or at such other
prices as may be negotiated by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling Shares to
or through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholders and any dealers that participate with
the Selling Stockholders in the distribution of Shares may be deemed to be
underwriters, and any commissions received by them and any profit on the resale
of Shares sold by them might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
EXPERTS
The Company's financial statements and financial statement schedules,
included in the Company's December 31, 1996 Annual Report on Form 10-K, have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their report appearing in such Form 10-K. All such financial statements and
financial statement schedules have been incorporated by reference herein in
reliance upon such report and upon the authority of such firm as experts in
accounting and auditing. The financial statements and financial statement
schedules of MascoTech, Inc., included 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 report appearing in such Form 10-K. All such
financial statements and financial statement schedules have been incorporated by
reference herein in reliance upon such report and upon the authority of such
firm as experts in accounting and auditing.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company:
Securities and Exchange Commission
registration fee . . . . . . . . . $1,830.76
__________________
ITEM 15. Indemnification of Directors and Officers.
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 to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding 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 authorized by
the General Corporation Law of Delaware against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article Fifteenth are contractual rights and include the
right to be paid by the Company the expenses incurred in defending such action,
suit or proceeding in advance of the final disposition thereof.
Article Fourteenth of the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be personally liable to the
Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the 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 General Corporation Law of Delaware, which
makes directors liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (d) for transactions from which directors derive improper
personal benefit.
<PAGE>
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 capacities.
<PAGE>
ITEM 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
Exhibit 4.a Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of Masco
Corporation.
Exhibit 23.b Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement 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.
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
<PAGE>
(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 these 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 Item 15 above,
or otherwise (other than the insurance policies referred to in Item 15), 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.
<PAGE>
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 of the
requirements for filing on 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, State of Michigan, on the 23rd day of May,
1997.
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 Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents, each 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 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 each of said attorneys-in-fact and agents or any of them or their
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.
Signature Title Date
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman of the May 23, 1997
Richard A. Manoogian Board, Chief
Executive Officer
and Director
<PAGE>
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 of the
requirements for filing on 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, State of Michigan, on the 23rd day of May,
1997.
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 Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents, each 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 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 each of said attorneys-in-fact and agents or any of them or their
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.
Signature Title Date
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman of the May 23, 1997
Richard A. Manoogian Board, Chief
Executive Officer
and Director
<PAEG>
Signature Title Date
Principal Financial Officer:
/s/ Richard G. Mosteller Senior Vice May 23, 1997
Richard G. Mosteller President -
Finance
Principal Accounting Officer:
/s/ Robert B. Rosowski Vice President - May 23, 1997
Robert B. Rosowski Controller and
Treasurer
/s/ Wayne B. Lyon Director May 23, 1997
Wayne B. Lyon
/s/ Joseph L. Hudson Director May 23, 1997
Joseph L. Hudson
/s/ John A. Morgan Director May 23, 1997
John A. Morgan
/s/ Arman Simone Director May 23, 1997
Arman Simone
/s/ Peter W. Stroh Director May 23, 1997
Peter W. Stroh
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Exhibit 4.a Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand relating to the financial
statements and financial statement schedules of Masco
Corporation.
Exhibit 23.b Consent of Coopers & Lybrand relating to the financial
statements and financial statement 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 5
May 23, 1997
Masco Corporation
21001 Van Born Road
Taylor, MI 48180
RE: MASCO CORPORATION
REGISTRATION STATEMENT ON FORM S-3
Dear Sirs:
I am acting as your counsel in connection with the Registration Statement
on Form S-3 under the Securities Act of 1933 registering an aggregate of 240,100
shares of Common Stock, $1.00 par value (the "Shares"), of Masco Corporation, a
Delaware corporation (the "Company").
I or members of my staff 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 a validly existing
corporation in good standing under the laws of the State of Delaware; and
(2) the Shares have been duly authorized and issued and, when sold in
accordance with the procedures described in the Registration Statement, 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.
Very truly yours,
/s/ John R. Leekley
John R. Leekley
Vice President and
General Counsel
Exhibit 23.a
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the prospectus included
in this Registration Statement of Masco Corporation on Form S-3 of our report
dated February 18, 1997, on our audits of the consolidated financial statements
and financial statement schedules of Masco Corporation and subsidiaries as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, which report is included in Masco Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to our Firm under the caption "Experts" in such prospectus.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
May 21, 1997
Exhibit 23.b
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the prospectus included
in this Registration Statement of Masco Corporation on Form S-3 of our report
dated February 28, 1997, on our audits of the consolidated financial statements
and financial statement schedules of MascoTech, Inc. and subsidiaries as of
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996, which report is included in Masco Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to our Firm under the caption "Experts" in such prospectus.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
May 21, 1997
