Exhibit 3

                        CERTIFICATE OF ELIMINATION OF THE

                   SERIES B PARTICIPATING PREFERRED STOCK OF

                               MASCO CORPORATION

      MASCO CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Company"), does hereby certify as follows:

      FIRST: That, pursuant to the authority conferred upon the Board of
Directors by the Restated Certificate of Incorporation of the Company, the Board
of Directors on June 6, 2001, created a series of Preferred Stock, the Series B
Participating Preferred Stock, with the voting powers, designations, preferences
and relative, participating and other rights and the qualifications, limitations
and restrictions set forth in the Certificate of Designation attached as
Appendix B to the Restated Certificate of Incorporation of the Company, which
Certificate of Designation remains in full force and effect as of the date
hereof.

      SECOND: That since none of the shares of the Series B Participating
Preferred Stock authorized by such Certificate of Designation were outstanding
on October 27, 2005 and none were to be issued in the future, the Board of
Directors of the Company adopted the following resolutions at its meeting held
on October 27, 2005:

            RESOLVED: That pursuant to the authority conferred upon the Board of
      Directors of the Company by the provisions of the Restated Certificate of
      Incorporation of the Company and by Section 151 (g) of the Delaware
      General Corporation Law, the Board of Directors hereby eliminates the
      Series B Participating Preferred Stock, par value $1.00, none of which is
      currently outstanding and none of which will be issued in the future, and
      that all matters set forth in the Certificate of Designation with respect
      to such Series B Participating Preferred Stock be eliminated from the
      Restated Certificate of Incorporation of the Company;

            FURTHER RESOLVED: That the appropriate officers of the Company be
      and they hereby are authorized and directed to prepare, execute and file a
      Certificate of Elimination of Series B Participating Preferred Stock and
      to take such other actions as they in their sole discretion may deem
      necessary or appropriate to carry out the purposes of the foregoing
      resolution.

      THIRD; That in accordance with the provisions of Section 151(g) of the
Delaware General Corporation Law, the Restated Certificate of Incorporation of
the Company is hereby amended to remove all references to the Series B
Participating Preferred Stock.

      IN WITNESS WHEREOF, MASCO CORPORATION has caused this Certificate of
Elimination to be signed by Richard A. Manoogian, its Chairman of the Board,
this 27th day of October, 2005.

                                           MASCO CORPORATION

                                           By: /s/ Richard A. Manoogian
                                               Chairman of the Board