FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

MANOOGIAN RICHARD A	2. Issuer Name and Ticker or Trading Symbol

MASCO CORP /DE/ [ MAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

21001 VAN BORN ROAD	3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2009		
(Street)

TAYLOR, MI 48180
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	11/23/2009  	 	S	  	34441  	D	$14.3662  	6765001  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	50100  	D	$14.40  	6714901  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	20000  	D	$14.4001  	6694901  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	50000  	D	$14.4043  	6644901  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	50000  	D	$14.4168  	6594901  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	30000  	D	$14.42  	6564901  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	9959  	D	$14.70  	6554942  	D  	
 	
Common Stock  	11/23/2009  	 	S	  	5500  	D	$14.80  	6549442  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	32926  	D	$14.1121  	6516516  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	20000  	D	$14.1198  	6496516  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	20000  	D	$14.12  	6476516  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	20000  	D	$14.1232  	6456516  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	18974  	D	$14.20  	6437542  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	3100  	D	$14.21  	6434442  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	4146  	D	$14.22  	6430296  	D  	
 	
Common Stocl  	11/24/2009  	 	S	  	854  	D	$14.23  	6429442  	D  	
 	
Common Stock  	11/24/2009  	 	S	  	6533  	D	$14.25  	6422909  	D  	
 	
Common Stock  	11/25/2009  	 	S	  	20000  	D	$14.0001  	6402909  	D  	
 	
Common Stock  	11/25/2009  	 	S	  	30000  	D	$14.0203  	6372909  	D  	
 	
Common Stock  	11/25/2009  	 	S	  	30000  	D	$14.0551  	6342909  	D  	
 	
Common Stock  	11/25/2009  	 	S	  	43467  	D	$14.0568  	6299442  	D  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					

Explanation of Responses:	

Remarks:
Exhibit List: Exhibit 24-Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MANOOGIAN RICHARD A
21001 VAN BORN ROAD
TAYLOR, MI 48180	X				

Signatures		
Michelle L. Potter by Power of Attorney		11/25/2009	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

      I appoint each of Gregory D. Wittrock, John G. Sznewajs, and Michelle L. Potter,

signing singly, my attorney-in-fact to:

(1)  execute and file with the Securities and Exchange Commission on my

       behalf Forms 3, 4 or 5 as required by Section 16(a) of the Securities

       Exchange Act of 1934 and the rules thereunder, and any amendments

thereto; and

(2)  do anything in connection with the foregoing which such

       attorney-in-fact may deem legally required by me or in my best

interest.

      I grant to each such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary or proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and

purposes as I could do if personally present, with full power of substitution, hereby

ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and powers herein granted.

      I acknowledge that this Power of Attorney is granted by me individually and as a

Director, Trustee or Co-Trustee of any charitable organization, foundation or trust

holding shares of Masco Corporation and which is subject to the reporting requirements

of Section 16(a) of the Securities Exchange Act of 1934.

      I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at

my request, are not assuming, nor is Masco Corporation assuming, any of my

responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

      This Power of Attorney supersedes any Power of Attorney executed by me,

which is hereby revoked.  This Power of Attorney shall remain in effect until I am no

longer required to file Forms 3, 4, and 5 with respect to my holdings of and transactions

in securities issued by Masco Corporation, unless earlier revoked in writing by me.

      This Power of Attorney is executed on November 23, 2009.

      /s/ Richard A. Manoogian