SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Anderson William T (Last) (First) (Middle) 21001 VAN BORN RD. (Street) TAYLOR MI 48180 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/01/2008	3. Issuer Name and Ticker or Trading Symbol MASCO CORP /DE/ [ MAS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP-Controller	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	74,161	D
Common Stock	440	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	02/13/2007	02/13/2012	Common Stock	30,000	$26.02	D
Employee Stock Option	12/10/2007	12/10/2012	Common Stock	16,560	$19.5	D
Employee Stock Option	10/29/2008	10/29/2013	Common Stock	30,000	$27.5	D
Employee Stock Option	(1)	07/29/2014	Common Stock	33,000	$30	D
Employee Restoration Stock Option	05/12/2005	12/10/2012	Common Stock	2,815	$35.6	D
Employee Stock Option	(2)	05/09/2015	Common Stock	7,000	$30.75	D
Employee Stock Option	(3)	05/09/2015	Common Stock	33,000	$30.75	D
Employee Restoration Stock Option	03/07/2006	12/10/2012	Common Stock	2,516	$31	D
Employee Stock Option	(4)	07/26/2016	Common Stock	33,000	$26.6	D
Employee Stock Option	(5)	05/24/2017	Common Stock	33,000	$30.4	D
Employee Stock Option	(6)	06/02/2017	Common Stock	20,000	$30.16	D
Employee Stock Option	(7)	05/12/2018	Common Stock	56,000	$18.58	D

Explanation of Responses:

1. The option is exercisable in cumulative annual installments of 6,600 shares commencing July 29, 2005

2. This option is exercisable in cumulative annual installments of 1,400 shares commencing May 9, 2006

3. This option is exercisable in cumulative annual installments of 6,600 shares commencing May 9, 2006

4. This option is exercisable in cumulative annual installments of 6,600 shares commencing July 26, 2007

5. This option is exercisable in cumulative annual installments of 6,600 shares commencing May 24, 2008

6. This option is exercisable in cumulative annual installments of 4,000 shares commencing June 2, 2008

7. This option is exercisable in cumulative annual installments of 11,200 shares commencing May 12, 2009

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	Carolyn M. Christian by Power of Attorney	12/10/2008
	** 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 5 (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).
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