Exhibit 10.e(iii)

                              [For directors' existing stock options and awards]

                                Masco Letterhead

Date _________________

Name _________________

[Address1]
[Address2]
[Address3]

Dear [Salutation]:

     On behalf of the Company, I am pleased to inform you that the Board of
Directors approved the following enhancements to outstanding awards of stock
options and restricted stock to non-employee directors under the 1997
Non-Employee Directors Long Term Stock Incentive Plan (the "1997 Plan") and
under the 1991 Long Term Stock Incentive Plan (the "1991 Plan").

     If your service as a director terminates for any reason other than as a
result of death, disability or retirement due to age, any portion of an option
that is then exercisable will remain exercisable beyond the period currently
provided until the later of (i) the 15th day of the third month following the
date at which the option would otherwise have terminated in connection with the
termination of service, or (ii) December 31 of the calendar year in which the
option would otherwise have terminated in connection with the termination of
service.

     If your service as a director terminates as a result of permanent and total
disability, any portion of an option not then exercisable will immediately
become exercisable and will remain exercisable until the earlier of the
expiration of its original term or one year after death.

     The "clawback" provisions of the 1997 Plan (formerly Section 6(b)(5)) and
comparable provisions in any stock option granted to you under the 1991 Plan
will no longer apply.

     For purposes of a "Change in Control" under the 1991 Plan and the 1997
Plan, the definition of "Excluded Director" (i.e., a director who is deemed not
to be an incumbent director) will also include directors whose initial
assumption of office occurs as a result of certain actual or threatened election
contests not by or on behalf of the Board.

                                        Very truly yours,


                                        ----------------------------------------
                                        Richard A. Manoogian
                                        Chairman of the Board and
                                        Chief Executive Officer