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) MARCH 30, 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))


         The Organization and Compensation Committee (the "Committee") of the
Board of Directors of Masco Corporation (the "Company") administers the
Company's 2002 Annual Incentive Compensation Plan (the "Incentive Compensation
Plan"), under which annual cash bonuses are paid to executive officers, and the
2004 Restricted Stock Award Program (the "Restricted Stock Plan"), under which
awards of restricted stock are granted annually to executive officers. On March
30, 2005, the Committee approved the performance criteria that will be used to
determine cash bonuses and restricted stock awards for executive officers for
2005. The Committee established a graduated schedule using earnings per share
with respect to both cash bonuses and restricted stock awards. In addition, the
Committee will also evaluate return on invested capital when determining
restricted stock awards.

         A copy of the Incentive Compensation Plan was filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December 31, 2002
and a copy of the Restricted Stock Plan was filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.


         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/ Timothy Wadhams
                                               Name: Timothy Wadhams
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

April 4, 2005