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


                                November 22, 1995                        
                 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 November 22, 1995, 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 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 November 22, 1995















































                                     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/Richard G. Mosteller
                                        Richard G. Mosteller
                                        Senior Vice President -
                                        Finance


Date: December 4, 1995













































                                   EXHIBIT INDEX


99.a  Press Release dated November 22, 1995.

EX-99.A

                                                                  Exhibit 99.a


                                                      November 22, 1995

FOR IMMEDIATE RELEASE



                             MASCO CORPORATION AGREES
                         TO DIVEST HOME FURNISHINGS GROUP


      MASCO CORPORATION announced today that it has entered into an agreement 
for the sale of MASCO's Home Furnishings Group.

      Sales of the MASCO Home Furnishings Group in 1994 approximated $1.9 
billion with operating profit of approximately $80 million.

      The value of the transaction is in excess of $1.1 billion with over $1
billion of the purchase price in cash.  MASCO will also receive options and
warrants to invest in the new company which is being formed by Morgan Stanley
Capital Partners to acquire the home furnishings businesses.

      Morgan Stanley Capital Partners is the private equity division of Morgan
Stanley Group Inc., the global financial services firm.  Morgan Stanley Capital
Partners, through its private equity investments funds, has invested $2.6 
billion in equity in over 50 private transactions in companies across a wide 
range of industries.

      The Home Furnishings Group represents an investment of approximately $1.7
billion on MASCO CORPORATION's balance sheet.  Thus, MASCO will record a 
non-cash charge of approximately $600 million in its fourth quarter results to 
reflect the transaction.  It is expected that the transaction will be completed 
in approximately 60 days and is subject to certain closing conditions.
      
Richard A. Manoogian, Chairman of MASCO, stated: 

            "We are pleased that the investor group headed by Morgan Stanley
      Capital Partners is acquiring our Home Furnishings Group as a single
      entity, which we believe will be beneficial for our customers and
      employees, and that the investor group is making a major investment in
      these businesses and in the home furnishings industry.  


















Page 2
November 22, 1995



            "We acquired the leadership companies that comprise our Home
      Furnishings Group over the last nine years and have melded them into
      what we believe is the largest and finest group of home furnishings
      companies in the world.  The divestiture of our home furnishings
      businesses will enable us to better focus on our traditional home
      improvement and building products businesses which have historically
      achieved outstanding operating performance."

      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 manufactures home improvement, building and home
furnishings products for the home and family.