8-K

                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C.  20549


                                   FORM 8-K


                                CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934


                                 April 1, 1996                          
               Date of Report (Date of earliest event reported)


                               MASCO CORPORATION                         
            (Exact name of registrant as specified in its charter)


         Delaware                    1-5794                 38-1794485   
      (State of other            (Commission File          (IRS Employer
        jurisdiction of           Number)                 Identification
         incorporation)                                       Number)



       21001 Van Born Road, Taylor, Michigan                  48180       
      (address of principal executive offices)              (Zip Code)



                               (313) 274-7400                                
             (Registrant's telephone number, including area code)
























Item 5.     OTHER EVENTS

      On April 1, 1996, the Registrant announced that it has entered into an
agreement for the sale of its Home Furnishings Group.

      The press release issued by the Registrant, which also discusses
anticipated first quarter results, is filed as Exhibit 99.a hereto.



Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS

      (c)   Exhibits. The following exhibit is filed herewith:

            99.a  Press Release dated April 1, 1996














































                                   SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                    MASCO CORPORATION


                                    By:   /s/ JOHN R. LEEKLEY
                                          John R. Leekley
                                          Vice President and 
                                            General Counsel


Date: April 4, 1996













































                                 EXHIBIT INDEX


99.a  Press Release dated April 1, 1996

EX-99

                                                                  Exhibit 99.a


                                                                 April 1, 1996


FOR IMMEDIATE RELEASE



                          MASCO CORPORATION AGREES TO
                      SALE OF HOME FURNISHINGS GROUP AND
                       COMMENTS ON FIRST QUARTER RESULTS


      MASCO CORPORATION announced today that it has entered into an agreement
for the sale of MASCO's Home Furnishings Group (HFG) to Furnishings
International, Inc..  Furnishings International's investors currently include
399 Venture Partners, a subsidiary of Citibank, certain members of Furnishings
International's management, MASCO CORPORATION and other institutional
investors.  The Chase Manhattan Corporation has agreed to arrange $875 million
of debt financing for the acquisition.  Additional funding will be provided by
MASCO CORPORATION, 399 Venture Partners and HFG's management.

      The value of the HFG transaction to MASCO is in excess of $1 billion
with approximately $760 million of the purchase price in cash.  The balance
will consist of subordinated debentures, preferred stock and 15 percent of the
common equity of Furnishings International.  In addition, MASCO will receive
certain transferrable rights to acquire additional equity in Furnishings
International.

      MASCO previously recorded a 1995 fourth quarter non-cash charge of $650
million to reflect the anticipated value of the sale of the Home Furnishings
Group and restated its 1995 results to exclude sales of this Group.  The
transaction is expected to be completed within 90 days and is subject to
certain closing conditions.

      MASCO's Home Furnishings Group includes such well-known brands as
Henredon, Drexel Heritage, Lexington, Universal, Berkline, Bench Craft,
Maitland-Smith and Robert Allen Fabrics.

      MASCO CORPORATION also announced that it believes its 1996 first quarter
sales and earnings will be below previous expectations due to weaker product
orders related to lower consumer retail demand and construction activity,
partially weather-related, the absence of income on a major portion of the
proceeds from the sale of its Home Furnishings Group (which will be available
after the close of the transaction) and a higher tax rate.  The Company
announced that it believes that its 1996 first quarter earnings per share will
be between $.35-$.40 compared with $.44 per share in the first quarter of 1995
($.47 including discontinued operations).  Upon completion of the HFG
transaction, the Company anticipates that its quarterly earnings will increase
by approximately $.04 per quarter due to the additional income from the
balance of the proceeds of the transaction.

      MASCO CORPORATION manufactures home improvement and building products
for the home and family.