SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549


                                    ___________

                                     FORM 8-K

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


                                February 12, 1998
                 Date of report (Date of earliest event reported)

                                 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)

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

<PAGE>

ITEM 5.     OTHER EVENTS.

      The Registrant has completed the redemption on February 12, 1998 (the
"Redemption Date") of all of its outstanding 5-1/4% Convertible Subordinated
Debentures Due 2012 (the "Debentures"). Of the approximate $178,000,000 
principal amount of the Debentures outstanding at the time the Registrant called
them for redemption, approximately $177,118,000 principal amount of Debentures 
was converted into the Registrant's Common Stock at a conversion price of $42.28
per share.  Holders of Debentures surrendered for redemption received 100% of 
the principal amount thereof, together with interest accrued to the Redemption 
Date, or $1,025.81 for each $1,000 principal amount of Debentures.  The 
Registrant's press release issued January 12, 1998 announcing the redemption is 
attached as Exhibit 99.a hereto.

      On February 18, 1998, the Registrant issued a press release, a copy of 
which is attached hereto as Exhibit 99.b, announcing its earnings for 1997.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits.  The following exhibits are filed herewith:

            99.a  Press Release dated January 12, 1998.

            99.b  Press Release dated February 18, 1998.


<PAGE>
                                    SIGNATURES


      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, hereunto duly authorized.


                                       MASCO CORPORATION


                                       By: /s/Richard G. Mosteller
                                           Richard G. Mosteller
                                           Senior Vice President - Finance
                                                                           
                                         

Date: February 23, 1998









<PAGE>


                                   EXHIBIT INDEX


99.a  Press Release dated January 12, 1998

99.b  Press Release dated February 18, 1998
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3122}]
{"company-data": {"conformed-name": "MASCO CORP /DE/", "cik": "0000062996", "assigned-sic": "2510", "irs-number": "381794485", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05794", "film-number": "98547122"}, "business-address": {"street1": "21001 VAN BORN RD", "city": "TAYLOR", "state": "MI", "zip": "48180", "phone": "3132747400"}, "mail-address": {"street1": "21001 VAN BORN ROAD", "city": "TAYLOR", "state": "MI", "zip": "48180"}, "former-company": {"former-conformed-name": "MASCO SCREW PRODUCTS CO", "date-changed": "19731025"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                    ___________

                                     FORM 8-K

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

                                February 12, 1998
                 Date of report (Date of earliest event reported)

                                 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)

        Registrant's telephone number, including area code: (313) 274-7400
ITEM 5.     OTHER EVENTS.

      The Registrant has completed the redemption on February 12, 1998 (the
"Redemption Date") of all of its outstanding 5-1/4% Convertible Subordinated
Debentures Due 2012 (the "Debentures"). Of the approximate $178,000,000 
principal amount of the Debentures outstanding at the time the Registrant called
them for redemption, approximately $177,118,000 principal amount of Debentures 
was converted into the Registrant's Common Stock at a conversion price of $42.28
per share.  Holders of Debentures surrendered for redemption received 100% of 
the principal amount thereof, together with interest accrued to the Redemption 
Date, or $1,025.81 for each $1,000 principal amount of Debentures.  The 
Registrant's press release issued January 12, 1998 announcing the redemption is 
attached as Exhibit 99.a hereto.

      On February 18, 1998, the Registrant issued a press release, a copy of 
which is attached hereto as Exhibit 99.b, announcing its earnings for 1997.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits.  The following exhibits are filed herewith:

            99.a  Press Release dated January 12, 1998.

            99.b  Press Release dated February 18, 1998.
SIGNATURES

      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, hereunto duly authorized.

                                       MASCO CORPORATION

                                       By: /s/Richard G. Mosteller
                                           Richard G. Mosteller
                                           Senior Vice President - Finance
                                                                           
                                         

Date: February 23, 1998
EXHIBIT INDEX

99.a  Press Release dated January 12, 1998

99.b  Press Release dated February 18, 1998