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                                                                    EXHIBIT 10.k


                      MASCO CORPORATION 1997 ANNUAL INCENTIVE
                                 COMPENSATION PLAN


SECTION 1.  PURPOSE

        The purpose of the Masco Corporation 1997 Annual Incentive Compensation
Plan (the "Plan") is to provide selected executive officers of Masco
Corporation (the "Company") with incentive compensation based upon the
achievement of established annual performance goals.

SECTION 2.  ELIGIBILITY

        The individuals eligible to participate in the Plan (the 
"Participants") are the executive officers of the Company.

SECTION 3.  PERFORMANCE PERIODS

        Each Performance Period for purposes of the Plan shall have a duration
of one calendar year, commencing January 1 and ending December 31.

SECTION 4.  ADMINISTRATION

        The Compensation Committee of the Board of Directors of the Company
(the "Committee") shall have the full power and authority to administer and
interpret the Plan and to establish rules for its administration.

SECTION 5.  PERFORMANCE GOALS

        On or before the 90th day of each Performance Period, the Committee
shall establish in writing one or more performance criteria for the Performance
Period and the weighting of the performance criteria if more than one.  The
performance criteria shall consist of one or more of the following:  net
income, earnings per share, cash flow, revenues, return on assets or total
shareholder return.

SECTION 6.  AWARDS

        On or before the 90th day of each Performance Period, the Committee
shall establish in writing a performance incentive award for such Participants
as shall be designated by the Company and in such amounts as the Committee
shall determine, subject to the limitations of the Plan.  No award to any
Participant shall be greater than $2 million. The Committee shall have the
power and authority to reduce or eliminate for any reason the amount of the
award that would otherwise be payable to a Participant based on the performance
criteria.

SECTION 7.  CERTIFICATION AND PAYMENT

        As soon as practicable after release of the Company's financial results
for the Performance Period, the Committee will certify the Company's attainment
of the criteria established for such Performance Period pursuant to Section 5,
will calculate the possible payment of an award for each Participant and will
certify the amount of the award to each Participant for such Performance
Period.  Payments of the awards shall be made in cash.  To the extent net
income is used alone or as a component of another performance criteria, it
shall mean net income as reported to stockholders, but before losses resulting
from discontinued operations, extraordinary losses (in accordance with
generally accepted accounting principles, as currently in effect), the
cumulative effect of changes in accounting principles and other unusual,
non-recurring items of loss that are separately identified and  quantified in
the Company's audited financial statements.




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SECTION 8.  AMENDMENT

        The Committee shall have the right to suspend or terminate this Plan at
any time and may amend or modify the Plan at any time.

SECTION 9.  ADOPTION AND DURATION

        The Plan was approved by the Committee on February 18, 1997, subject to
the approval of the stockholders of the Company at the 1997 Annual Meeting of
Stockholders. The effective date of the Plan shall be January 1, 1997 and the
Plan shall remain in effect for a period of five years.



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