EXHIBIT 99.4

                          LETTER TO REGISTERED HOLDERS
                 AND THE DEPOSITORY TRUST COMPANY PARTICIPANTS
                                 FOR OLD NOTES

                               MASCO CORPORATION
                       OFFER TO EXCHANGE ITS OUTSTANDING
      ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2031 (CUSIP NO. 574599AW6)
                         PURSUANT TO ITS EXCHANGE OFFER
              DESCRIBED IN THE PROSPECTUS DATED NOVEMBER    , 2004

To Registered Holders and The Depository Trust Company Participants:

     Enclosed herewith are copies of the following documents relating to Masco
Corporation's (the "Company") exchange offer with respect to its above-listed
securities (the "Old Notes"):

          1. Prospectus dated November   , 2004;

          2. Letter of Transmittal together with Guidelines for Certification of
     Taxpayer Identification Number on Substitute Form W-9 providing information
     relating to backup U.S. federal income tax withholding;

          3. Notice of Guaranteed Delivery, to be used in tendering Old Notes if
     the procedure for book-entry transfer cannot be completed on or before the
     Expiration Date (as defined in the Prospectus);

          4. Instruction to Registered Holder and/or Book-Entry Transfer
     Participant from Owner; and

          5. Letter which may be sent to your clients for whose account you hold
     Old Notes in your name or in the name of your nominee, to accompany the
     instruction form referred to above, for obtaining such client's instruction
     with regard to the Exchange Offer.

     The Prospectus dated November   , 2004 (the "Prospectus") and related
Letter of Transmittal (the "Letter of Transmittal") together constitute the
"Exchange Offer." Pursuant to the Exchange Offer, the Company is offering to
exchange for the Old Notes a like principal amount of Zero Coupon Convertible
Senior Notes, Series B due 2031 (the "New Notes"). The New Notes will be issued
by the Company and except as described in the Prospectus will have terms
substantially identical to terms of the Old Notes.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, and (ii) if the tendering holder is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes, we will represent on
behalf of such broker-dealer that the Old Notes were acquired by it as a result
of market-making activities or other trading activities, and acknowledge on
behalf of such broker-dealer that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes, such broker dealer is not agreeing that it may be deemed to be
an "underwriter" within the meaning of the Securities Act. The enclosed
Instruction to Registered Holder and/or Book-Entry Transfer Participant from
Owner contains an authorization by the beneficial owners of the Old Notes for
you to make the foregoing representations.

     The Exchange Offer is subject to various conditions set forth in the
Prospectus.

     WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER   , 2004 UNLESS
IT IS EXTENDED.


     Additional copies of the enclosed material may be obtained from the Dealer
Managers, Citigroup Global Markets Inc. and Merrill, Lynch, Fenner & Smith
Incorporated, at the address and telephone number set forth in the Instructions
to the Letter of Transmittal.

                                         Very truly yours,

                                         J.P. MORGAN TRUST COMPANY,
                                         NATIONAL ASSOCIATION

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF MASCO CORPORATION OR J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR
BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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