SECURITIES AND EXCHANGE COMMISSION

                Washington, D.C. 20549


                  Amendment No. 1 to
                       FORM 8-A

  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
       PURSUANT TO SECTION 12(b) OR (g) OF THE
           SECURITIES EXCHANGE ACT OF 1934


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


      Delaware                                   38-1794485
(State of incorporation or          (I.R.S. Employer Identification No.)
   organization)                  
   
                                 
                                           
                                           
21001 Van Born Road,                    
 Taylor, Michigan                                    48180
(Address, principal                                (Zip Code)
 executive offices)
  
If this form relates to the              If this form relates to the 
registration                             registration
of a class of securities pursuant to     of a class of securities pursuant to
Section 12(b) of the Exchange Act        Section 12(g) of the Exchange Act
and is effective pursuant to General     and is effective pursuant to General
Instruction A.(c), please check the      Instruction A.(d), please check the
following box.                           following box.

  
Securities to be registered pursuant to Section 12(b) of the Act:


                                        
Title of Each Class                     Name of Each Exchange on Which        
to be Registered                        Each Class is to be Registered
- --------------------------       -----------------------------------------
Series A Participating                    New York Stock Exchange
Cumulative Preferred Stock
Purchase Rights

Securities to be registered pursuant to Section 12(g)of the Act:

                         None
                    (Title of Class)



Item 1.   Description of Registrant=s Securities to be
Registered.

     On December 6, 1995, the Board of Directors of
Masco Corporation (the "Company") declared a dividend
of one preferred stock purchase right (a "Right") for
each outstanding share of common stock, par value $1.00
per share (the "Common Stock"), of the Company payable
to holders of record as of the close of business on
December 18, 1995 (the "Record Date").

     Prior to the Distribution Date (as defined
below), the Rights will be evidenced by the
certificates for and will be transferred with the
Common Stock, and the registered holders of the Common
Stock will be deemed to be the registered holders of
the Rights.  After the Distribution Date, the Rights
Agent will mail separate certificates evidencing the
Rights to each record holder of the Common Stock as of
the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately
from the Common Stock.  The "Distribution Date"
generally means the earlier of (i) the close of
business on the 10th day after the date (the "Stock
Acquisition Date") of the first public announcement
that a person (other than the Company or any of its
subsidiaries or any employee benefit plan of the
Company or any such subsidiary) has acquired beneficial
ownership of 15% or more of the outstanding shares of
Common Stock (an AAcquiring Person@) and (ii) the close
of business on the 10th business day (or such later day
as may be designated before any person has become an
Acquiring Person by the Board of Directors) after the
date of the commencement of a tender or exchange offer
by any person which would, if consummated, result in
such person becoming an Acquiring Person.

     Prior to the Distribution Date, the Rights will
not be exercisable.  After the Distribution Date (but
before any person has become an Acquiring Person), each
Right will be exercisable to purchase, for a purchase
price of $100.00 (the "Purchase Price"), one
one-thousandth of a share of Series A Participating
Cumulative Preferred Stock, par value $1.00 per share
(the "Preferred Stock").  The terms and conditions of
the Rights are set forth in a Rights Agreement dated as
of December 6, 1995 between the Company and The Bank of
New York, as Rights Agent (the "Rights Agreement"),
which was filed as an Exhibit to Masco Corporation's
Annual Report on Form 10-K for the year ended December
31, 1995 and which is incorporated herein by reference
and the description hereof is qualified in its entirety
by reference thereto.  On September 23, 1998 the Board
of Directors of the Company amended the Rights
Agreement.  Amendment No. 1 to the Rights Agreement
("Amendment No. 1") was filed as an Exhibit to Form 10-
Q of Masco Corporation for the quarter ended September
30, 1998 and is incorporated herein by reference and the 
description hereof is qualified in its entirety by reference
thereto.

     If any person has become an Acquiring Person (but
none of the events described in the second succeeding
paragraph have occurred), each Right (other than Rights
beneficially owned by the Acquiring Person and certain
affiliated persons) will entitle the holder, after the
Distribution Date, to purchase, for the Purchase Price,
a number of shares of Common Stock having a market
value of twice the Purchase Price.

     At any time after any person has become an
Acquiring Person (but before any person becomes the
beneficial owner of 50% or more of the outstanding
shares of Common Stock or the occurrence of any of the
events described in the next paragraph), the Board of
Directors may exchange all or part of the Rights (other
than Rights beneficially owned by an Acquiring Person
and certain affiliated persons) for shares of Common
Stock at an exchange ratio of one share of Common Stock
per Right.
     
                           2
     
     
     If, after any person has become an Acquiring
Person, (1) the Company is involved in a merger or
other business combination in which the Company is not
the surviving corporation or its Common Stock is
exchanged for other securities or assets or (2) the
Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the
Company and its subsidiaries, taken as a whole, then
each Right will entitle the holder, after the
Distribution Date, to purchase, for the Purchase Price,
a number of shares of common stock of the other party
to such business combination or sale (or in certain
circumstances, an affiliate) having a market value of
twice the Purchase Price.

     The Board of Directors may redeem all of the
Rights at a price of $.01 per Right at any time before
any person has become an Acquiring Person.

     The Rights will expire on December 6, 2005 unless
earlier exchanged or redeemed.

     For so long as the Rights are redeemable, the
Rights Agreement may be amended in any respect.  At any
time when the Rights are no longer redeemable, the
Rights Agreement may be amended in any respect that
does not adversely affect Rights holders (other than
any Acquiring Person and certain affiliated persons),
that does not cause the Rights Agreement to become
amendable in any other way or does not cause the Rights
to again become redeemable.

     Rights holders have no rights as a stockholder of
the Company, including the right to vote and to receive
dividends.

     The Rights Agreement includes antidilution
provisions designed to prevent efforts to diminish the
effectiveness of the Rights.

     As of December 31, 1998 there were approximately
338,705,000 Common Stock outstanding and 13,115,156
shares reserved for issuance under the Company=s stock
option plans. Each outstanding share of Common Stock on
the Record Date will receive one Right.  Shares of
Common Stock issued after the Record Date and prior to
the Distribution Date will be issued with a Right
attached so that all shares of Common Stock outstanding
prior to the Distribution Date will have Rights
attached. The Company has reserved 351,820 shares of
Preferred Stock for issuance upon exercise of the
Rights.

     The Rights have certain anti-takeover effects.
The Rights may cause substantial dilution to a person
that attempts to acquire the Company without a
condition to such an offer that a substantial number of
the Rights be acquired or that the Rights be redeemed
or declared invalid.  The Rights should not interfere
with any merger or other business combination approved
by the Board of Directors since the Rights may be
redeemed by the Company as described above.

     While the dividend of the Rights will not be
taxable to stockholders or to the Company, stockholders
or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights
become exercisable as set forth above.


                           3


Item 2.   Exhibits

     1. Amendment No. 1 to Rights Agreement dated as
        of September 23, 1998 between Masco
        Corporation and The Bank of New York, as
        Rights Agent.*
                      

- -------------------

   *This exhibit is hereby incorporated by reference to the
Form 10-Q of Masco Corproation for the quarter ended September 30, 1998.



                                4



                            SIGNATURE

     Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned thereto duly authorized.


                              MASCO CORPORATION
                              
                              By/s/John R. Leekley
                                Name:  John R. Leekley
                                Title: Senior Vice President and
                                        General Counsel
                              
                              Dated:  March 18, 1999