SecProbe.io

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Mail Stop 7010

                                                December 21, 2005

Mr. Timothy Wadhams
Masco Corporation
21991 Van Born Road
Taylor, Michigan 48180

	RE:	Masco Corporation
      Form 10-K for the year ended December 31, 2004
		Filed March 16, 2005
      File No. 1-5794

Dear Mr. Wadhams:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

MD&A - Critical Accounting Policies, page 11
1. You have identified the accounting for goodwill and intangible
assets as a critical accounting policy and estimate.  In future
filings, clarify your description of how you measure impairment.
In
particular, describe the two-step aspect to recognizing goodwill
impairment and how the implied fair value of goodwill is derived
in
the second step.  See paragraphs 19-21 of SFAS 142 for more
guidance
on this issue. Confirm to us that you follow this guidance, and
provide us with proposed changes for the future.
2. In addition, clarify your policies for other identifiable
intangibles. Identifiable intangibles need to be assessed
individually without regard to the reporting unit. See paragraphs
14
and 17 of SFAS 142 for more guidance on this issue. Confirm to us
that you follow this guidance, and provide us with proposed
changes
in the future.
3. In future filings, revise your critical accounting policies to
discuss the significant assumptions and judgments that are
involved
in your stock options and awards accounting policy and the impact
that changes in these underlying assumptions and judgments could
have
on your financial statements.

Contractual Obligations, page 26
4. In future filings, revise the table of contractual obligations
to
include the cash requirements for taxes, interest and post-
retirement
benefit obligations.  Refer to Release No. 33-8350.

Note L. Long-Term Debt, page 49
5. Please tell us what consideration you have given to whether the
conversion option in your Zero Coupon Convertible Senior Notes is
an
embedded derivative which should be bifurcated from the Notes.
Reference SFAS No. 133 and EITF 00-19.

Note T. Other Commitments and Contingencies, page 63
6. Based on your current disclosures, it is unclear whether you
believe a material loss is possible related to the anti-trust
lawsuits involving insulation installation. If a material loss is
reasonably possible, provide the additional disclosures required
by
SAB 5:Y and SFAS 5.
7. With a view towards more detailed disclosures, please explain,
in
reasonable detail, the terms of the option held by the minority
shareholders of Hansgrohe AG.  Explain to us, and provide support
for
how you are accounting for this option.
8. With a view towards more detailed disclosures, please explain
in
better detail your commitments to contribute additional amounts to
the private equity funds.  Describe the circumstances under which
you
would be required to contribute such additional amounts.
9. With a view towards more detailed disclosures, please explain
in
better detail your accounting for the residual value guarantees
resulting from some of your operating leases and what, if any,
liability has been recorded.

*    *    *    *
		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
or in her absence, to me at (202) 551-3689.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant

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Mr. Timothy Wadhams
Masco Corporation
December 21, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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