SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
             Registration Statement Under the Securities Act of 1933


                                 MASCOTECH, INC.
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                                   38-2513957
      (state or other jurisdiction                    (IRS Employer
             of incorporation)                        Identification No.)


                  21001 Van Born Road, Taylor, Michigan  48180
               (Address of Principal Executive Offices) (Zip Code)



             MascoTech, Inc. 1997 Non-Employee Directors Stock Plan 
                            (Full Title of the Plan)


                                        
                                 David B. Liner
                      Vice President and Corporate Counsel
                                 MascoTech, Inc.
                               21001 Van Born Road
                              Taylor, Michigan 48180
                     (Name and Address of Agent for Service)


                                 (313) 274-7405
           (Telephone no., including area code, of agent for service)


<PAGE>
                         CALCULATION OF REGISTRATION FEE
                                                                                
                                                                
                                                                                
                                                                                
                  
                                    Proposed          Proposed          
                                    Maximum           Maximum     Amount
Title of                            Offering          Aggregate   of
Securities to     Amount to         Price Per         Offering    Registration  
be Registered     be Registered     Unit              Price       Fee           
        
                                                                                
                                                                                
  
Common Stock      500,000                     *       $10,093,750 $3,058.71
(Par Value $1.00
Per Share)                                                        
                                                                                
                                                                                

      *Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
($20.1875) of the Common Stock on the New York Stock Exchange - Composite Tape
on July 3, 1997 as reported in The Wall Street Journal.




                                     Part II
                                        
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT          

Item 3.   Incorporation of Documents by Reference.   

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

      (a)   MascoTech, Inc.'s  (the "Company's") Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
      
      (c)   The Company's Form 8 dated March 8, 1993 amending its Registration
Statement on Form 10 dated May 2, 1984.

      All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or 

                                        -2-

<PAGE>

which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which is also incorporated by reference herein)
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.   Description of Securities.                                            
                            
      Not applicable.


Item 5.   Interests of Named Experts and Counsel.

      Not applicable.

Item 6.   Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company.  Article 14 of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expense, liability and loss
(including without limitation attorneys' fees, judgements, fines and amounts
paid in settlement) reasonably incurred by such person in connection therewith. 
The rights conferred by Article 14 are contractual rights and include the right
to be paid by the Company the expenses incurred in defending such action, suit
or proceeding in advance of the final disposition thereof.

                                        -3-

<PAGE>


      Article 13 of the Company's Restated Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of Delaware, which makes directors
liable for unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for transactions from which directors derive improper personal benefit.

      The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
      

Item 7.   Exemption from Registration Claimed.

      Not applicable.


Item 8.   Exhibits.


Exhibit                             Description

4.a               Restated Certificate of Incorporation of the Company and
                  amendments thereto.   Incorporated  by reference to the
                  Exhibits filed with the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1994.

4.b               Bylaws of the Company, as amended.  Incorporated by reference
                  to the Exhibits filed with the Company's Current Report on
                  Form 8-K dated June 22, 1993.

5                 Opinion of  David B. Liner.

23.a              Consent of Coopers & Lybrand L.L.P. relating to the financial
                  statements and financial statement schedule of the Company.

23.b              Consent of Coopers & Lybrand L.L.P. relating to the financial 
                  statements and financial statement schedule of TriMas         
                 Corporation. 

23.c              Consent of David B. Liner which is included as part of Exhibit
                  5.

                                        -4-

<PAGE>


24                Power of Attorney, which appears in Part II of this
                  Registration Statement.

99                MascoTech, Inc. 1997 Non-Employee Directors Stock Plan.
                                                      

Item 9.   Undertakings.


1.    The Company hereby undertakes:

      (a)   To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

      (i)   To include any prospectus required by Section 10(a)(3) of the 1933
Act;

      (ii)  To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and

      (iii) To include any material information with respect to the plan of
distribution not  previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in this Registration Statement.

      (b)   That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c)   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.    The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.    Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to 
                                        -5-

<PAGE>

directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.




                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan on this 7th day of
July, 1997.

                                          MASCOTECH, INC.




                                          By/s/Timothy Wadhams                  
                                            Timothy Wadhams
                                            Vice President - Controller and     
                                            Treasurer                           
                                             
                                        -6-

<PAGE>                                              



                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or his or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.



      Signature                     Title                   Date


Principal Executive Officer:



/s/Richard A. Manoogian       Chairman of the Board         July 7, 1997
Richard A. Manoogian          and Chief Executive
                              Officer



Principal Financial and
Accounting Officer:



/s/Timothy Wadhams            Vice President                July 7, 1997
Timothy Wadhams               - Controller and Treasurer

                                        -7-

<PAGE>



/s/Peter A. Dow                     Director                July 7, 1997
Peter A. Dow



/s/Roger T. Fridholm                Director                July 7, 1997
Roger T. Fridholm



/s/Eugene A. Gargaro, Jr.           Director                July 7, 1997
Eugene A. Gargaro, Jr. 



/s/William K. Howenstein            Director                July 7, 1997
William K. Howenstein



/s/John A. Morgan                   Director                July 7, 1997
John A. Morgan


                                        -8-

<PAGE>


                                INDEX TO EXHIBITS


                                                                                
                                                                    Sequentially
                                                                      Exhibit   
                                                                     Numbered
 No.                           Description                                      
Pages


4.a               Restated Certificate of Incorporation of the
                  Company.  Incorporated  by reference to the
                  Exhibits filed with the Company's Annual Report on
                  Form 10-K for the year ended December 31, 1994.

4.b               Bylaws of the Company, as amended.  Incorporated
                  by reference to the Exhibits filed with the
                  Company's Current Report on Form 8-K dated June
                  22, 1993

5                 Opinion of David B. Liner.

23.a              Consent of Coopers & Lybrand L.L.P. relating to
                  the financial statements and financial statement
                  schedule of the Company.

23.b              Consent of Coopers & Lybrand L.L.P. relating to
                  the financial statements and financial statement
                  schedule of TriMas Corporation.

23.c              Consent of David B. Liner which is included as part of 
                  Exhibit 5.

24                Power of Attorney, which appears in Part II of
                  this Registration Statement.

99                MascoTech, Inc. 1997 Non-Employee Directors
                  Stock Plan.

                                        -9-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16799}]
{"company-data": {"conformed-name": "MASCOTECH INC", "cik": "0000745448", "assigned-sic": "3714", "irs-number": "382513957", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30869", "film-number": "97637273"}, "business-address": {"street1": "21001 VAN BORN RD", "city": "TAYLOR", "state": "MI", "zip": "48180", "phone": "3132747405"}, "mail-address": {"street1": "21001 VAN BORN ROAD", "city": "TAYLOR", "state": "MI", "zip": "48180"}, "former-company": {"former-conformed-name": "MASCO INDUSTRIES INC", "date-changed": "19930629"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933

                                 MASCOTECH, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                   38-2513957
      (state or other jurisdiction                    (IRS Employer
             of incorporation)                        Identification No.)

                  21001 Van Born Road, Taylor, Michigan  48180
               (Address of Principal Executive Offices) (Zip Code)

             MascoTech, Inc. 1997 Non-Employee Directors Stock Plan 
                            (Full Title of the Plan)

                                        
                                 David B. Liner
                      Vice President and Corporate Counsel
                                 MascoTech, Inc.
                               21001 Van Born Road
                              Taylor, Michigan 48180
                     (Name and Address of Agent for Service)

                                 (313) 274-7405
           (Telephone no., including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                                                                
                                                                
                                                                                
                                                                                
                  
                                    Proposed          Proposed          
                                    Maximum           Maximum     Amount
Title of                            Offering          Aggregate   of
Securities to     Amount to         Price Per         Offering    Registration  
be Registered     be Registered     Unit              Price       Fee           
        
                                                                                
                                                                                
  
Common Stock      500,000                     *       $10,093,750 $3,058.71
(Par Value $1.00
Per Share)                                                        
                                                                                
                                                                                

      *Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
($20.1875) of the Common Stock on the New York Stock Exchange - Composite Tape
on July 3, 1997 as reported in The Wall Street Journal.

                                     Part II
                                        
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT          

Item 3.   Incorporation of Documents by Reference.   

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

      (a)   MascoTech, Inc.'s  (the "Company's") Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
      
      (c)   The Company's Form 8 dated March 8, 1993 amending its Registration
Statement on Form 10 dated May 2, 1984.

      All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or 

                                        -2-
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which is also incorporated by reference herein)
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.   Description of Securities.                                            
                            
      Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not applicable.

Item 6.   Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company.  Article 14 of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expense, liability and loss
(including without limitation attorneys' fees, judgements, fines and amounts
paid in settlement) reasonably incurred by such person in connection therewith. 
The rights conferred by Article 14 are contractual rights and include the right
to be paid by the Company the expenses incurred in defending such action, suit
or proceeding in advance of the final disposition thereof.

                                        -3-
Article 13 of the Company's Restated Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of Delaware, which makes directors
liable for unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for transactions from which directors derive improper personal benefit.

      The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
      

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

Exhibit                             Description

4.a               Restated Certificate of Incorporation of the Company and
                  amendments thereto.   Incorporated  by reference to the
                  Exhibits filed with the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1994.

4.b               Bylaws of the Company, as amended.  Incorporated by reference
                  to the Exhibits filed with the Company's Current Report on
                  Form 8-K dated June 22, 1993.

5                 Opinion of  David B. Liner.

23.a              Consent of Coopers & Lybrand L.L.P. relating to the financial
                  statements and financial statement schedule of the Company.

23.b              Consent of Coopers & Lybrand L.L.P. relating to the financial 
                  statements and financial statement schedule of TriMas         
                 Corporation. 

23.c              Consent of David B. Liner which is included as part of Exhibit
                  5.

                                        -4-
24                Power of Attorney, which appears in Part II of this
                  Registration Statement.

99                MascoTech, Inc. 1997 Non-Employee Directors Stock Plan.
                                                      

Item 9.   Undertakings.

1.    The Company hereby undertakes:

      (a)   To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

      (i)   To include any prospectus required by Section 10(a)(3) of the 1933
Act;

      (ii)  To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and

      (iii) To include any material information with respect to the plan of
distribution not  previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in this Registration Statement.

      (b)   That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c)   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.    The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3.    Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to 
                                        -5-
directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan on this 7th day of
July, 1997.

                                          MASCOTECH, INC.

                                          By/s/Timothy Wadhams                  
                                            Timothy Wadhams
                                            Vice President - Controller and     
                                            Treasurer                           
                                             
                                        -6-
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or his or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

      Signature                     Title                   Date

Principal Executive Officer:

/s/Richard A. Manoogian       Chairman of the Board         July 7, 1997
Richard A. Manoogian          and Chief Executive
                              Officer

Principal Financial and
Accounting Officer:

/s/Timothy Wadhams            Vice President                July 7, 1997
Timothy Wadhams               - Controller and Treasurer

                                        -7-
/s/Peter A. Dow                     Director                July 7, 1997
Peter A. Dow

/s/Roger T. Fridholm                Director                July 7, 1997
Roger T. Fridholm

/s/Eugene A. Gargaro, Jr.           Director                July 7, 1997
Eugene A. Gargaro, Jr. 

/s/William K. Howenstein            Director                July 7, 1997
William K. Howenstein

/s/John A. Morgan                   Director                July 7, 1997
John A. Morgan

                                        -8-
INDEX TO EXHIBITS

                                                                                
                                                                    Sequentially
                                                                      Exhibit   
                                                                     Numbered
 No.                           Description                                      
Pages

4.a               Restated Certificate of Incorporation of the
                  Company.  Incorporated  by reference to the
                  Exhibits filed with the Company's Annual Report on
                  Form 10-K for the year ended December 31, 1994.

4.b               Bylaws of the Company, as amended.  Incorporated
                  by reference to the Exhibits filed with the
                  Company's Current Report on Form 8-K dated June
                  22, 1993

5                 Opinion of David B. Liner.

23.a              Consent of Coopers & Lybrand L.L.P. relating to
                  the financial statements and financial statement
                  schedule of the Company.

23.b              Consent of Coopers & Lybrand L.L.P. relating to
                  the financial statements and financial statement
                  schedule of TriMas Corporation.

23.c              Consent of David B. Liner which is included as part of 
                  Exhibit 5.

24                Power of Attorney, which appears in Part II of
                  this Registration Statement.

99                MascoTech, Inc. 1997 Non-Employee Directors
                  Stock Plan.

                                        -9-