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
                                                                                  	OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005 
Estimated average burden
hours per response... 0.5	
                      	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 *

EARLEY ANTHONY F JR	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)

2000 SECOND AVE., ROOM 2408WCB	3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2004		
(Street)

DETROIT, MI 48226
(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  	5/11/2004  	 	A	  	550  	A	  (1)	5920  	D  	
 	
Common Stock  	 	 	 	  	 	 	 	1000  	I  	The reporting person's spouse is the Trustee of the trust for the benefit of the reporting person.  	

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					
Common Stock  	$27.25  	5/11/2004  	 	A 	  	8000   	  	  (2)	5/11/2014  	Common Stock  	8000  	  (3)	8000  	D  	

Explanation of Responses:	
(  1) 	N/A	
(  2) 	The foregoing option is exercisable cumulatively in annual installments of 20% commencing 05/11/2005.	
(  3) 	Grant of option under Masco Corporation 1997 Non-Employee Directors Stock Plan, in transactions exempt under Rule 16b-3.	

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
EARLEY ANTHONY F JR
2000 SECOND AVE.
ROOM 2408WCB
DETROIT, MI 48226	X				

Signatures		
Eugene A. Gargaro, Jr. by Power of Attorney		5/13/2004	
** 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.	
 
Exhibit 24
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5
I appoint each of Eugene A. Gargaro, Jr., John R. Leekley, and Barry J. Silverman, 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 October 30, 2003.

/s/Anthony F. Earley, Jr.