UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported) JUNE 10, 2005

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

                                MASCO CORPORATION
               (Exact name of Registrant as Specified in Charter)


                                                                    
             DELAWARE                          1-5794                          38-1794485
             --------                          ------                          ----------
   (State or Other Jurisdiction       (Commission File Number)               (IRS Employer
        of Incorporation)                                                 Identification No.)


     21001 VAN BORN ROAD, TAYLOR, MICHIGAN                                      48180
    ----------------------------------------                                    -----
    (Address of Principal Executive Offices)                                 (Zip Code)



                                 (313) 274-7400
               Registrant's telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)


[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))







ITEM 8.01. OTHER EVENTS.

         The opinion of John R. Leekley filed herewith is incorporated by
reference into the Company's Registration Statement on Form S-3 (Nos.
333-100641).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits

         99 Opinion of John R. Leekley.







                                    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 thereunto duly authorized.


                                           MASCO CORPORATION



                                           By: /s/ John R. Leekley
                                               --------------------------------
                                               Name:  John R. Leekley
                                               Title: Senior Vice President
                                                      and General Counsel


June 10, 2005







                                  EXHIBIT INDEX


               
         99       Opinion of John R. Leekley