December 7, 2004


Via Facsimile and U.S. Mail

John R. Leekley
Senior Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, MI 48180


      Re:	Masco Corporation
      	Form S-4/A filed on December 1, 2004
      	File No. 333-120452

      	Schedule TO-I filed on December 1, 2004
      	File No. 5-10569

Dear Mr. Leekley:

	This is to advise you that the staff has reviewed only those
portions of the above filings that relate to the application of
the
tender offer rules to the terms of the exchange offer.  We have
the
following comments in that regard.  No further review of the
filing
has been or will be made.  All persons who are by statute
responsible
for the adequacy and accuracy of the registration statement are
urged
to be certain that all information required pursuant to the
Securities Act of 1933 has been included.  You are also reminded
to
consider applicable requirements regarding distribution of the
preliminary prospectus.

	Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Registration Statement Cover Page
1. We note your response to prior comment number 2.  The company
should use a good-faith estimate to register the maximum amount of
shares that could be issued upon conversion of the notes.  If that
estimate is insufficient, the company must file a new registration
statement to register for resale additional shares.  Rule 416 does
not permit you to register an indeterminate amount of common stock
to
be issued upon conversion.  See Phone Interp. 2S from the March
1999
Supplement (Securities Act Rules subsection).  Please also make
corresponding revisions to the legality opinion.

Exhibit 8.1

2. Revise the first paragraph of the opinion to clearly state that
the discussion of the tax consequences contained in the prospectus
under the heading "Material United States Tax Consequences"
constitutes counsel`s legal opinion with respect to the tax
consequences of the transaction.

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions to Lesli Sheppard at (202) 942-1887
or,
in her absence, Chris Edwards at (202) 942-2842 or Julia Griffith,
Special Counsel, Office of Mergers and Acquisitions, at (202) 942-
1762.  You may also call the undersigned Assistant Director at
(202)
942-1950, who supervised the review of your filing.



Sincerely,



Pamela A. Long
Assistant Director

cc:	Bruce K. Dallas, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, VA 94025
??

??

??

??

John R. Leekley
Masco Corporation
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE