As filed with the Securities and Exchange Commission on March 23, 1999.

                                            Registration No. 333-_____

               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                                  38-2513975
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
                                
                                
           21001 Van Born Road, Taylor, Michigan 48180
       (Address of Principal Executive Offices) (Zip Code)
                                
          MascoTech, Inc. Salaried Savings Plan 401(k)
           MascoTech, Inc. Hourly Savings Plan 401(k)
                    (Full Title of the Plan)
                                
                         David B. Liner
               Vice President and General 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)
                                
If any of the securities being registered on this Form are to be
                     offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
               1933, check the following box. [X]
                                
                 CALCULATION OF REGISTRATION FEE

                                                            
Title of                         Proposed       Proposed       
Securities to   Amount to        Maximum        Maximum        Amount of
be              Be               Offering       Aggregate of   Registration
Registered (1)  Registered       Price          Offering       Fee(3)
                (1)              Per Share(3)   Price(3)
                                                            
Common Stock    1,000,000(1)(2)   $ 14.625      $ 14,625,000   $ 4,065.75
(Par Value      
$1.00 Per
Share)

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1993, this registration statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit
     plans described herein.

(2)  Pursuant to Rule 416(a), this Registration Statement also covers such
     indeterminate number of additional shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) and based on the average of the high and low
     prices of the Common Stock on the New York Stock Exchange - Composite
     Tape on March 16, 1999 as reported in The Wall Street Journal.



<PAGE>
                          INTRODUCTION
     
          In connection with the offering by MascoTech, Inc. (the
"Company" or "Registrant") of additional investment alternatives
to participants in its Salaried Savings Plan 401(k) and Hourly
Savings Plan 401(k) (each, a "Plan," and together, the "Plans"),
the Company and the Plans will permit participants in the Plans
(subject to certain exceptions) to invest up to 25% of their
account balances and up to 25% of additional contributions to
their accounts in a unitized stock fund consisting predominately
of shares of the common stock, par value $1.00 (the "Common
Stock"), of the Company and of cash investments (as determined
from time to time by the trustee of the Plans).  Based on the
level of investments from time to time in the unitized stock fund
by participants in the Plans, the trustee will purchase or sell
shares of Common Stock on the New York Stock Exchange or in
private transactions at then prevailing market prices.  The
Company will not issue any shares of Common Stock to the Plans.

                             Part I
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
             Omitted pursuant to the Note to Part I.

                             Part II
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Company and the Plans incorporate the following
documents into this Registration Statement by reference:

          (a)  The Plans' and the Company's latest annual reports
     filed pursuant to Section 13 or 15(d) of the Securities and
     Exchanges Act of 1934, as amended (the "1934 Act"), or the
     Company's latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act of 1933 (the "1933 Act"), which
     contains, either directly or by incorporation by reference,
     certified financial statements for the Company's latest
     fiscal year for which such statements have been filed.
     
          (b)  All other reports of the Company filed pursuant to
     Section 13(a) or 15(d) of the 1934 Act since the end of the
     fiscal year covered by the annual reports or the prospectus
     referred to in (a) above.
     
          (c)  The description of the Common Stock to be offered
     contained in the registration statement on Form 10 dated
     May 2, 1984 filed by the Company under the 1934 Act with the
     Commission, including any amendment or report filed for the
     purpose of updating such description.
     
          (d)  The description of the preferred stock purchase
     rights contained in the registration statement on Form 8-A
     dated February 23, 1998 filed by the Company under
          
                                2
          
     <PAGE>
     
     the 1934 Act with the Commission, including any amendment or
     report filed for the purpose of updating such description.
     
     The Company and the Plans incorporate all reports and other
documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, into this Registration Statement by
reference and to be a part hereof from the date of the filing of
such reports and 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 expenses, liability and loss (including
without limitation attorneys' fees, judgments, 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.

     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

                                3

<PAGE>

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 capacity.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
     
Item 8.   Exhibits.
     
Exhibit No.                   Description

4.a       Restated Certificate of Incorporation of the
          Company and amendments thereto. Incorporated by
          reference to the Exhibits filed with the Company's
          Registration Statement on Form S-8 (1933 Act No. 333-
          64531).

4.b       Bylaws of the Company, as amended.  Incorporated
          by reference to the Exhibits filed with the Company's
          Annual Report on Form 10-K for the year ended December
          31, 1997.

4.c       Rights Agreement dated as of February 20, 1998,
          between MascoTech, Inc. and The Bank of New York, as
          Rights Agent (incorporated by reference to the Exhibits
          filed with MascoTech, Inc.'s Registration Statement on
          Form 8-A dated February 23, 1998) and Amendment No. 1
          dated September 22, 1998 (incorporated by reference to
          the Exhibits filed with MascoTech, Inc.'s Quarterly
          Report on Form 10-Q for the quarter ended
          September 30, 1998).

5         The Company previously obtained determination
          letters from the Internal Revenue Service ("IRS") that
          the Plans were qualified.  Pursuant to Item 8(b), the
          Company undertakes to submit any amendments to the
          Plans to the IRS in a timely manner and make all
          changes required by the IRS to qualify the Plans.

*23.a     Consent of PricewaterhouseCoopers LLP relating to
          the financial statements and financial statement
          schedules of the Company.

*23.b     Consent of PricewaterhouseCoopers LLP relating to
          the financial statements of TriMas Corporation.

*24       Power of Attorney, included on the Signatures page
          of this Registration Statement on Form S-8.
_______________
*Filed herewith.

                                4

<PAGE>

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 by the Company pursuant to Section 13 or Section 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 Directors, officers and
     controlling persons of the Company pursuant to the
     indemnification provisions described in Item 6
     "Indemnification of Directors and Officers", or otherwise,
     the Company has been advised that in the opinion of the
     Securities and Exchange 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

                                5
                                
<PAGE>

     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.
     
     
                                6
<PAGE>

                           SIGNATURES

The Registrant.  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 22nd day of March, 1999.

                                   MASCOTECH, INC.

                                   By   /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the
                                        Board and Chief Executive
                                        Officer


POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Frank M.
Hennessey 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/ FRANK M. HENNESSEY   Vice Chairman of the Board    March 22, 1999
Frank M. Hennessey       and Chief Executive Officer


Principal Financial Officer:

/s/ TIMOTHY WADHAMS      Executive Vice President      March 22, 1999
Timothy Wadhams          Finance and Administration

                                7
                                
<PAGE>

Principal Accounting Officer:

/s/ WILLIAM T. ANDERSON  Vice President- Controller    March 22, 1999
William T. Anderson

/s/ RICHARD A. MANOOGIAN Chairman of the Board         March 22, 1999
Richard A. Manoogian     and Director

/s/ ROGER T. FRIDHOLM    Director                      March 22, 1999
Roger T. Fridholm

/s/ HELMUT F. STERN      Director                      March 22, 1999
Helmut F. Stern

________________________ Director                      March 22, 1999
  William K. Howenstein

/s/ JOHN A. MORGAN       Director                      March 22, 1999
John A. Morgan

/s/ PETER A. DOW         Director                      March 22, 1999
Peter A. Dow

                                8




<PAGE>

The Plan(s).  Pursuant to the requirements of the Securities Act
of 1933, the plan administrator of each of the employee benefit
plans interests in which are registered hereby has duly caused
this registration statement to be signed on their behalf by the
undersigned thereunto duly authorized, in the City of Taylor,
State of Michigan, on March 22, 1999.

                                   MASCOTECH, INC.
                                        SALARIED SAVINGS PLAN 401(k)

                                   By:  MASCOTECH, INC., Administrator



                                   BY:  /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the Board
                                        and Chief Executive Officer


                                   MASCOTECH, INC.
                                        HOURLY SAVINGS PLAN 401(k)

                                   By:  MASCOTECH, INC., Administrator



                                   BY:  /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the Board
                                        and Chief Executive Officer

                                9


<PAGE>

                        INDEX TO EXHIBITS
                                                Sequentially
Exhibit                                           Numbered
  No.                       Description             Page

4.a       Restated Certificate of Incorporation
          of the Company and amendments thereto.
          Incorporated by reference to the Exhibits
          filed with the Company's Registration
          Statement on Form S-8 (1933 Act No. 333-
          64531).

4.b       Bylaws of the Company, as amended.
          Incorporated by reference to the Exhibits
          filed with the Company's Annual Report on
          Form 10-K for the year ended December 31,
          1997.

4.c       Rights Agreement dated as of
          February 20, 1998, between MascoTech, Inc.
          and The Bank of New York, as Rights Agent
          (incorporated by reference to the Exhibits
          filed with MascoTech, Inc.'s Registration
          Statement on Form 8-A dated
          February 23, 1998) and Amendment No. 1
          dated September 22, 1998 (incorporated by
          reference to the Exhibits filed with
          MascoTech, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended
          September 30, 1998).

5         The Company previously obtained
          determination letters from the Internal
          Revenue Service ("IRS") that the Plans were
          qualified.  Pursuant to Item 8(b), the
          Company undertakes to submit any amendments
          to the Plans to the IRS in a timely manner
          and make all changes required by the IRS to
          qualify the Plans.

*23.a     Consent of PricewaterhouseCoopers LLP
          relating to the financial statements and
          financial statement schedules of the
          Company.

*23.b     Consent of PricewaterhouseCoopers LLP
          relating to the financial statements of
          TriMas Corporation.

*24       Power of Attorney, included on the
          Signatures page of this Registration
          Statement on Form S-8.
_______________
*Filed herewith.

                               10
[{"type": "S-8", "sequence": "1", "description": "MASCOTECH FORM S-8", "secsgml_size_bytes": 22089}]
{"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": "333-74875", "film-number": "99570632"}, "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"}}
As filed with the Securities and Exchange Commission on March 23, 1999.

                                            Registration No. 333-_____

               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                                  38-2513975
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
                                
                                
           21001 Van Born Road, Taylor, Michigan 48180
       (Address of Principal Executive Offices) (Zip Code)
                                
          MascoTech, Inc. Salaried Savings Plan 401(k)
           MascoTech, Inc. Hourly Savings Plan 401(k)
                    (Full Title of the Plan)
                                
                         David B. Liner
               Vice President and General 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)
                                
If any of the securities being registered on this Form are to be
                     offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
               1933, check the following box. [X]
                                
                 CALCULATION OF REGISTRATION FEE

                                                            
Title of                         Proposed       Proposed       
Securities to   Amount to        Maximum        Maximum        Amount of
be              Be               Offering       Aggregate of   Registration
Registered (1)  Registered       Price          Offering       Fee(3)
                (1)              Per Share(3)   Price(3)
                                                            
Common Stock    1,000,000(1)(2)   $ 14.625      $ 14,625,000   $ 4,065.75
(Par Value      
$1.00 Per
Share)

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1993, this registration statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit
     plans described herein.

(2)  Pursuant to Rule 416(a), this Registration Statement also covers such
     indeterminate number of additional shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions.

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) and based on the average of the high and low
     prices of the Common Stock on the New York Stock Exchange - Composite
     Tape on March 16, 1999 as reported in The Wall Street Journal.
INTRODUCTION
     
          In connection with the offering by MascoTech, Inc. (the
"Company" or "Registrant") of additional investment alternatives
to participants in its Salaried Savings Plan 401(k) and Hourly
Savings Plan 401(k) (each, a "Plan," and together, the "Plans"),
the Company and the Plans will permit participants in the Plans
(subject to certain exceptions) to invest up to 25% of their
account balances and up to 25% of additional contributions to
their accounts in a unitized stock fund consisting predominately
of shares of the common stock, par value $1.00 (the "Common
Stock"), of the Company and of cash investments (as determined
from time to time by the trustee of the Plans).  Based on the
level of investments from time to time in the unitized stock fund
by participants in the Plans, the trustee will purchase or sell
shares of Common Stock on the New York Stock Exchange or in
private transactions at then prevailing market prices.  The
Company will not issue any shares of Common Stock to the Plans.

                             Part I
                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS
             Omitted pursuant to the Note to Part I.

                             Part II
                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Company and the Plans incorporate the following
documents into this Registration Statement by reference:

          (a)  The Plans' and the Company's latest annual reports
     filed pursuant to Section 13 or 15(d) of the Securities and
     Exchanges Act of 1934, as amended (the "1934 Act"), or the
     Company's latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act of 1933 (the "1933 Act"), which
     contains, either directly or by incorporation by reference,
     certified financial statements for the Company's latest
     fiscal year for which such statements have been filed.
     
          (b)  All other reports of the Company filed pursuant to
     Section 13(a) or 15(d) of the 1934 Act since the end of the
     fiscal year covered by the annual reports or the prospectus
     referred to in (a) above.
     
          (c)  The description of the Common Stock to be offered
     contained in the registration statement on Form 10 dated
     May 2, 1984 filed by the Company under the 1934 Act with the
     Commission, including any amendment or report filed for the
     purpose of updating such description.
     
          (d)  The description of the preferred stock purchase
     rights contained in the registration statement on Form 8-A
     dated February 23, 1998 filed by the Company under
          
                                2
the 1934 Act with the Commission, including any amendment or
     report filed for the purpose of updating such description.
     
     The Company and the Plans incorporate all reports and other
documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, into this Registration Statement by
reference and to be a part hereof from the date of the filing of
such reports and 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 expenses, liability and loss (including
without limitation attorneys' fees, judgments, 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.

     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

                                3
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 capacity.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
     
Item 8.   Exhibits.
     
Exhibit No.                   Description

4.a       Restated Certificate of Incorporation of the
          Company and amendments thereto. Incorporated by
          reference to the Exhibits filed with the Company's
          Registration Statement on Form S-8 (1933 Act No. 333-
          64531).

4.b       Bylaws of the Company, as amended.  Incorporated
          by reference to the Exhibits filed with the Company's
          Annual Report on Form 10-K for the year ended December
          31, 1997.

4.c       Rights Agreement dated as of February 20, 1998,
          between MascoTech, Inc. and The Bank of New York, as
          Rights Agent (incorporated by reference to the Exhibits
          filed with MascoTech, Inc.'s Registration Statement on
          Form 8-A dated February 23, 1998) and Amendment No. 1
          dated September 22, 1998 (incorporated by reference to
          the Exhibits filed with MascoTech, Inc.'s Quarterly
          Report on Form 10-Q for the quarter ended
          September 30, 1998).

5         The Company previously obtained determination
          letters from the Internal Revenue Service ("IRS") that
          the Plans were qualified.  Pursuant to Item 8(b), the
          Company undertakes to submit any amendments to the
          Plans to the IRS in a timely manner and make all
          changes required by the IRS to qualify the Plans.

*23.a     Consent of PricewaterhouseCoopers LLP relating to
          the financial statements and financial statement
          schedules of the Company.

*23.b     Consent of PricewaterhouseCoopers LLP relating to
          the financial statements of TriMas Corporation.

*24       Power of Attorney, included on the Signatures page
          of this Registration Statement on Form S-8.
_______________
*Filed herewith.

                                4
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 by the Company pursuant to Section 13 or Section 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 Directors, officers and
     controlling persons of the Company pursuant to the
     indemnification provisions described in Item 6
     "Indemnification of Directors and Officers", or otherwise,
     the Company has been advised that in the opinion of the
     Securities and Exchange 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

                                5
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.
     
     
                                6
SIGNATURES

The Registrant.  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 22nd day of March, 1999.

                                   MASCOTECH, INC.

                                   By   /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the
                                        Board and Chief Executive
                                        Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Frank M.
Hennessey 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/ FRANK M. HENNESSEY   Vice Chairman of the Board    March 22, 1999
Frank M. Hennessey       and Chief Executive Officer

Principal Financial Officer:

/s/ TIMOTHY WADHAMS      Executive Vice President      March 22, 1999
Timothy Wadhams          Finance and Administration

                                7
Principal Accounting Officer:

/s/ WILLIAM T. ANDERSON  Vice President- Controller    March 22, 1999
William T. Anderson

/s/ RICHARD A. MANOOGIAN Chairman of the Board         March 22, 1999
Richard A. Manoogian     and Director

/s/ ROGER T. FRIDHOLM    Director                      March 22, 1999
Roger T. Fridholm

/s/ HELMUT F. STERN      Director                      March 22, 1999
Helmut F. Stern

________________________ Director                      March 22, 1999
  William K. Howenstein

/s/ JOHN A. MORGAN       Director                      March 22, 1999
John A. Morgan

/s/ PETER A. DOW         Director                      March 22, 1999
Peter A. Dow

                                8
The Plan(s).  Pursuant to the requirements of the Securities Act
of 1933, the plan administrator of each of the employee benefit
plans interests in which are registered hereby has duly caused
this registration statement to be signed on their behalf by the
undersigned thereunto duly authorized, in the City of Taylor,
State of Michigan, on March 22, 1999.

                                   MASCOTECH, INC.
                                        SALARIED SAVINGS PLAN 401(k)

                                   By:  MASCOTECH, INC., Administrator

                                   BY:  /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the Board
                                        and Chief Executive Officer

                                   MASCOTECH, INC.
                                        HOURLY SAVINGS PLAN 401(k)

                                   By:  MASCOTECH, INC., Administrator

                                   BY:  /s/ FRANK M. HENNESSEY
                                        Frank M. Hennessey
                                        Vice Chairman of the Board
                                        and Chief Executive Officer

                                9
INDEX TO EXHIBITS
                                                Sequentially
Exhibit                                           Numbered
  No.                       Description             Page

4.a       Restated Certificate of Incorporation
          of the Company and amendments thereto.
          Incorporated by reference to the Exhibits
          filed with the Company's Registration
          Statement on Form S-8 (1933 Act No. 333-
          64531).

4.b       Bylaws of the Company, as amended.
          Incorporated by reference to the Exhibits
          filed with the Company's Annual Report on
          Form 10-K for the year ended December 31,
          1997.

4.c       Rights Agreement dated as of
          February 20, 1998, between MascoTech, Inc.
          and The Bank of New York, as Rights Agent
          (incorporated by reference to the Exhibits
          filed with MascoTech, Inc.'s Registration
          Statement on Form 8-A dated
          February 23, 1998) and Amendment No. 1
          dated September 22, 1998 (incorporated by
          reference to the Exhibits filed with
          MascoTech, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended
          September 30, 1998).

5         The Company previously obtained
          determination letters from the Internal
          Revenue Service ("IRS") that the Plans were
          qualified.  Pursuant to Item 8(b), the
          Company undertakes to submit any amendments
          to the Plans to the IRS in a timely manner
          and make all changes required by the IRS to
          qualify the Plans.

*23.a     Consent of PricewaterhouseCoopers LLP
          relating to the financial statements and
          financial statement schedules of the
          Company.

*23.b     Consent of PricewaterhouseCoopers LLP
          relating to the financial statements of
          TriMas Corporation.

*24       Power of Attorney, included on the
          Signatures page of this Registration
          Statement on Form S-8.
_______________
*Filed herewith.

                               10