<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>k59962b5e424b5.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>

<PAGE>   1

                                                          Pursuant to Rule 424b5
                                                      Registration No. 333-40122
                                                                        33-56043

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 3, 2000)

                                  $800,000,000

                               MASCO CORPORATION
                             6 3/4% NOTES DUE 2006

                             ----------------------

     The notes bear interest at the rate of 6 3/4% per year. Interest on the
notes is payable on March 15 and September 15 of each year, beginning September
15, 2001. The notes will mature on March 15, 2006. We may, at our option, redeem
the notes, in whole or in part, prior to maturity at the redemption prices
described in this prospectus supplement.

     The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. The notes will be issued only in registered form in
denominations of $1,000.

                             ----------------------

<TABLE>
<CAPTION>
                                                          PER NOTE              TOTAL
                                                          --------              -----
<S>                                                       <C>                <C>
Public offering price(1)............................      99.799%            $798,392,000
Underwriting discount...............................          .6%              $4,800,000
Proceeds, before expenses, to Masco.................      99.199%            $793,592,000
</TABLE>

     (1) Plus accrued interest from March 14, 2001, if settlement occurs after
         that date

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

     The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, on or about March 14, 2001.

                             ----------------------

MERRILL LYNCH & CO.                                         SALOMON SMITH BARNEY

BANC ONE CAPITAL MARKETS, INC.
                  MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
                                                       WACHOVIA SECURITIES, INC.
                             ----------------------
            The date of this Prospectus Supplement is March 8, 2001.
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
                   PROSPECTUS SUPPLEMENT
Recent Developments.........................................    S-2
Use of Proceeds.............................................    S-5
Ratio of Earnings to Fixed Charges..........................    S-5
Description of Notes........................................    S-5
Underwriting................................................    S-9
                         PROSPECTUS
Masco Corporation...........................................      3
Use of Proceeds.............................................      3
Ratio of Earnings to Fixed Charges..........................      4
Description of Debt Securities..............................      4
Description of Capital Stock................................     13
Plan of Distribution........................................     15
Legal Opinions..............................................     16
Experts.....................................................     16
Where You Can Find More Information.........................     16
</TABLE>

                             ----------------------

        You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.

        THE TERMS "MASCO," "WE," "US," AND "OUR" REFER TO MASCO CORPORATION. OUR
EXECUTIVE OFFICES ARE LOCATED AT 21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180,
AND OUR TELEPHONE NUMBER IS (313) 274-7400.
<PAGE>   3

                              RECENT DEVELOPMENTS

        On February 16, 2001, Masco announced its results for the year ended
December 31, 2000. Net sales for the year 2000 increased approximately 15% to
$7.2 billion compared with $6.3 billion for 1999. Net income increased
approximately 4% to $592 million compared with $570 million in 1999 and diluted
earnings per share increased approximately 2% to $1.31 in 2000 from $1.28 in
1999.

        Masco recorded an approximate $94 million non-cash after-tax charge in
the fourth quarter of 2000, which included the writedown of certain
non-operating assets ($55 million, pre-tax) and a charge relating to the planned
disposition of certain operating divisions that Masco believes are not part of
its core long-term growth strategies ($90 million, pre-tax). These divisions had
sales of approximately $600 million in 2000. In addition, Masco had unusual
gains in the fourth quarter of 2000 of approximately $50 million pre-tax
(including gains from the sale of shares in MascoTech, Inc.) which were offset
by even greater unusual charges.

        Fourth quarter 2000 net sales increased approximately 5% to $1.7 billion
compared with $1.6 billion in the 1999 fourth quarter. Reflecting the $94
million after-tax charge, Masco reported fourth quarter 2000 net income of $45
million compared with $179 million in fourth quarter 1999, and fourth quarter
2000 earnings of $.10 per diluted share compared with $.40 per diluted share in
the same period of 1999. Fourth quarter 2000 operating margin was adversely
affected by the charge relating to the planned disposition of certain divisions
and other unusual charges during the quarter. Excluding these charges, operating
margin, before general corporate expense, for the fourth quarter of 2000 was
approximately 15% compared with approximately 17% in previous quarters of 2000.
The principal cause for this decline was lower than anticipated volume.

        Net sales increased approximately 5% in the fourth quarter of 2000 as
compared with the fourth quarter of 1999, with North American sales increasing
approximately 4% and international sales increasing approximately 10%. Excluding
purchase acquisitions and divestitures:

        - North American sales increased approximately 2% for the fourth quarter
          compared with increases of approximately 7%, 10% and 12% in the 2000
          third, second and first quarters, respectively, as compared with the
          corresponding quarters of 1999.

        - International sales decreased approximately 14% for the fourth quarter
          compared with decreases of approximately 18%, 4% and 1% in the 2000
          third, second and first quarters, respectively, as compared with
          corresponding quarters of 1999. In local currencies, international
          sales were flat for the fourth quarter compared with a decline of
          approximately 7% in the 2000 third quarter, and increases of 6% and 8%
          in the second and first quarters of 2000, respectively.

        - Total consolidated sales for the fourth quarter decreased
          approximately 1% compared with increases of 2%, 8% and 10% in the 2000
          third, second and first quarters, respectively, as compared with
          corresponding quarters of 1999.

        Sales by segment in the fourth quarter of 2000 as compared with the
fourth quarter of 1999 were as follows:

        - Cabinets and Related Products segment sales increased approximately
          3%; excluding purchase acquisitions and divestitures, sales were down
          approximately 7%.

        - Plumbing Products segment sales were down approximately 4%; excluding
          purchase acquisitions, sales were down approximately 6%.

        - Decorative Architectural Products segment sales increased
          approximately 17%; excluding purchase acquisitions, sales were up
          approximately 8%.

        - Insulation Installation and Other Services segment sales increased
          approximately 32%; excluding purchase acquisitions, sales were up
          approximately 21%.

                                       S-2
<PAGE>   4

        - Other Specialty Products segment sales declined approximately 11%;
          excluding purchase acquisitions and divestitures, sales were down
          approximately 7%.

        Sales in the fourth quarter of 2000 of Decorative Architectural Products
and Insulation Installation and Other Services were positively affected by
strong home center sales, continued strength in the new construction market,
increased market share and geographic expansion. Sales in the fourth quarter of
2000 of Cabinets and Related Products, Plumbing Products and Other Speciality
Products were adversely affected by the strength of the U.S. dollar, which
affected European results, and lower than anticipated consumer demand compounded
by inventory reduction programs by many customers.

        On January 8, 2001, Masco announced that the softening in sales of home
improvement products in North America and Europe, when combined with higher
energy costs, less favorable product mix and customer inventory reduction
programs, which had negatively impacted Masco's sales and profit margins in the
2000 fourth quarter, may adversely affect its first quarter 2001 earnings as
well. Since then, business conditions in Masco's markets have modestly weakened
even further.

        In January 2001, Masco completed its previously announced acquisition of
BSI Holdings, Inc., a leading provider of building products and installation
services. Total consideration for this transaction and for the acquisition of
Davenport Insulation Group, which was announced at the same time, included
approximately $435 million in cash and assumed debt and 15 million shares of
Masco common stock.

        The following condensed consolidated statements of income for the three
months and twelve months ended December 31, 2000 and the three months ended
December 31, 1999, and the condensed consolidated balance sheet as of December
31, 2000 have been derived from the unaudited financial statements of Masco
Corporation not contained herein and include all adjustments of a normal
recurring nature necessary to present fairly Masco's results of operations and
financial position. The condensed consolidated balance sheet and statement of
income as of and for the year ended December 31, 1999 have been derived from
audited financial statements. The following information is not complete and
should be read in conjunction with the historical audited annual and unaudited
interim financial statements of Masco incorporated by reference in the
accompanying prospectus.

                               MASCO CORPORATION
             CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED         TWELVE MONTHS ENDED
                                                        DECEMBER 31,                DECEMBER 31,
                                                  ------------------------    ------------------------
                                                     2000          1999          2000          1999
                                                     ----          ----          ----          ----
                                                      (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                               <C>           <C>           <C>           <C>
Net Sales.....................................    $1,733,000    $1,645,000    $7,243,000    $6,307,000
Cost of Sales.................................     1,217,030     1,098,980     4,898,160     4,156,280
                                                  ----------    ----------    ----------    ----------
  Gross Profit................................       515,970       546,020     2,344,840     2,150,720
Selling, General and Administrative
  Expenses....................................       310,870       266,990     1,221,940     1,193,890
Charge for Planned Disposition of
  Businesses..................................        90,000            --        90,000            --
Amortization of Acquired Goodwill.............        18,400        13,730        66,200        45,430
                                                  ----------    ----------    ----------    ----------
  Operating Profit............................        96,700       265,300       966,700       911,400
Other Income (Expense), Net...................       (71,200)        3,400       (73,300)       (7,300)
                                                  ----------    ----------    ----------    ----------
  Income before Income Taxes (Credit).........        25,500       268,700       893,400       904,100
Income Taxes (Credit).........................       (19,400)       90,000       301,700       334,500
                                                  ----------    ----------    ----------    ----------
Net Income....................................    $   44,900    $  178,700    $  591,700    $  569,600
                                                  ==========    ==========    ==========    ==========
Earnings Per Share (Diluted)..................    $      .10    $      .40    $     1.31    $     1.28
                                                  ==========    ==========    ==========    ==========
Average (Diluted) Shares Outstanding..........       448,300       446,300       451,800       446,200
                                                  ==========    ==========    ==========    ==========
</TABLE>

        Certain data for 1999 have been reclassified to conform to the 2000
presentation.

                                       S-3
<PAGE>   5

                               MASCO CORPORATION
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   AS AT           AS AT
                                                                DECEMBER 31,    DECEMBER 31,
                                                                    2000            1999
                                                                ------------    ------------
                                                                   (AMOUNTS IN THOUSANDS)
<S>                                                             <C>             <C>
ASSETS
Current Assets:
  Cash and Cash Investments.................................     $  169,430      $  230,780
  Receivables...............................................      1,099,150       1,002,630
  Inventories...............................................        912,960         769,870
  Prepaid Expenses and Other................................        126,620         106,500
                                                                 ----------      ----------
       Total Current Assets.................................      2,308,160       2,109,780
Other Noncurrent Assets.....................................      1,338,230       1,157,850
Property and Equipment......................................      1,906,840       1,624,360
Acquired Goodwill, Net......................................      2,190,770       1,742,930
                                                                 ----------      ----------
                                                                 $7,744,000      $6,634,920
                                                                 ==========      ==========
LIABILITIES
Current Liabilities:
  Notes Payable.............................................     $  210,950      $   62,300
  Accounts Payable..........................................        250,460         243,810
  Accrued Liabilities.......................................        616,640         540,320
                                                                 ----------      ----------
       Total Current Liabilities............................      1,078,050         846,430
Long-term Debt..............................................      3,018,240       2,431,270
Deferred Taxes and Other....................................        221,650         220,720
                                                                 ----------      ----------
Total Liabilities...........................................      4,317,940       3,498,420
SHAREHOLDERS' EQUITY........................................      3,426,060       3,136,500
                                                                 ----------      ----------
                                                                 $7,744,000      $6,634,920
                                                                 ==========      ==========
</TABLE>

                                       S-4
<PAGE>   6

                                USE OF PROCEEDS

        The net proceeds received by Masco from the sale of the Notes offered
hereby, estimated at approximately $793.5 million, will be applied toward the
repayment of bank indebtedness. This bank indebtedness was incurred under two
revolving credit agreements principally to assist in the financing of
acquisitions of businesses by Masco, including the acquisition of BSI Holdings,
Inc. in January 2001. One of the credit agreements is scheduled to terminate in
November 2005 and the other is scheduled to terminate in November 2001 and
includes an option to extend repayment for one year at Masco's discretion.
Interest is payable on borrowings under these agreements based on various
floating rate options as selected by Masco.

                       RATIO OF EARNINGS TO FIXED CHARGES

        Masco's ratios of earnings to fixed charges were as follows for the
respective periods indicated:

<TABLE>
<CAPTION>
                                 YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------
        2000                 1999             1998             1997             1996
        ----                 ----             ----             ----             ----
<S>                     <C>              <C>              <C>              <C>
         4.9                 7.0              7.6              7.5              7.2
</TABLE>

        The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and extraordinary income and fixed charges by the
fixed charges. This ratio includes the earnings and fixed charges of Masco and
its consolidated subsidiaries and dividends received from, less the equity in
undistributed earnings of, 50% or less owned companies; fixed charges consist of
interest, amortization of debt expense and the portion of rentals for real and
personal properties representative of the interest factor.

                              DESCRIPTION OF NOTES

GENERAL

        The Notes offered hereby will initially be limited to $800 million
aggregate principal amount, but we reserve the right to increase the size of the
offering from time to time. The Notes are to be issued under an Indenture (the
"Indenture"), which is more fully described in the accompanying prospectus.

        The Notes will bear interest from March 14, 2001, payable semi-annually
on each March 15 and September 15, beginning on September 15, 2001, to the
persons in whose names the Notes are registered at the close of business on the
March 1 or September 1, as the case may be, next preceding such March 15 or
September 15. The Notes will mature on March 15, 2006 and are not subject to any
sinking fund.

REDEMPTION AT OUR OPTION

        Masco may, at its option, redeem the Notes in whole or in part at any
time at a redemption price equal to the greater of:

        - 100% of the principal amount of the Notes to be redeemed, plus accrued
          interest to the redemption date, or

        - as determined by the Independent Investment Banker, the sum of the
          present values of the remaining principal amount and scheduled
          payments of interest on the Notes to be redeemed (not including any
          portion of payments of interest accrued as of the redemption date)
          discounted to the redemption date on a semi-annual basis at the
          Treasury Rate plus 25 basis points plus accrued interest to the
          redemption date.

        The redemption price will be calculated assuming a 360-day year
consisting of twelve 30-day months.

                                       S-5
<PAGE>   7

        "Treasury Rate" means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated on the third business day preceding the redemption
date, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.

        "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be used, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

        "Comparable Treasury Price" means, with respect to any redemption date:

        - the average of the Reference Treasury Dealer Quotations for that
          redemption date, after excluding the highest and lowest of the
          Reference Treasury Dealer Quotations, or

        - if the trustee obtains fewer than three Reference Treasury Dealer
          Quotations, the average of all Reference Treasury Dealer Quotations so
          received.

        "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the trustee after consultation with Masco.

        "Reference Treasury Dealer" means (a) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Smith Barney Inc. and their respective
successors, unless either of them ceases to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), in which case
we shall substitute another Primary Treasury Dealer; and (b) any other Primary
Treasury Dealer selected by us.

        "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

        Masco will mail notice of any redemption at least 30 days but not more
than 60 days before the redemption date to each holder of the Notes to be
redeemed.

        Unless Masco defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions of
the Notes called for redemption.

BOOK-ENTRY SYSTEM

        The Notes will be issued in fully registered form in the name of Cede &
Co., as nominee of The Depository Trust Company ("DTC"). Two fully registered
certificates will be issued as Global Notes in the aggregate principal amount of
the Notes. Such Global Notes will be deposited with DTC and may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC
or a nominee of such successor.

        So long as DTC, or its nominee, is the registered owner of a Global
Note, DTC or such nominee, as the case may be, will be considered the sole owner
or holder of the Notes represented by such Global Note for all purposes under
the Indenture. Except as set forth below, owners of beneficial interests in a
Global Note will not be entitled to have the Notes represented by such Global
Note registered in their names, will not receive or be entitled to receive
physical delivery of such Notes in definitive form and will not be considered
the owners or holders thereof under the Indenture. Accordingly, each person
owning a beneficial interest in a Global Note must rely on the procedures of DTC
for such Global Note and, if such person is not a Participant (as defined
below), on the procedures of the Participant through which such person owns its
interest, to exercise any rights of a holder under the Indenture.

                                       S-6
<PAGE>   8

        DTC has advised Masco and the underwriters as follows:

               DTC is a limited-purpose trust company organized under the New
     York Banking Law, a "banking organization" under the New York Banking Law,
     a member of the Federal Reserve System, a "clearing corporation" within the
     meaning of the New York Uniform Commercial Code, and a "clearing agency"
     registered pursuant to the provisions of Section 17A of the Securities
     Exchange Act of 1934, as amended. DTC holds securities that its
     participants ("Participants") deposit with DTC. DTC also facilitates the
     settlement among Participants of securities transactions, such as transfers
     and pledges in deposited securities, through electronic computerized
     book-entry changes in Participants' accounts, thereby eliminating the need
     for physical movement of securities certificates. Direct participants
     ("Direct Participants") include securities brokers and dealers, banks,
     trust companies, clearing corporations, and certain other organizations.
     DTC is owned by a number of its Direct Participants and by the New York
     Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
     Association of Securities Dealers, Inc. Access to the DTC system is also
     available to others such as securities brokers and dealers, banks, and
     trust companies that clear through or maintain a custodial relationship
     with a Direct Participant, either directly or indirectly ("Indirect
     Participants"). The rules applicable to DTC and its Participants are on
     file with the Securities and Exchange Commission.

               Purchases of Notes under the DTC system must be made by or
     through Direct Participants, which will receive a credit for the Notes on
     DTC's records. The ownership interest of each actual purchaser of Notes
     ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
     Participant's records. Beneficial Owners will not receive written
     confirmation from DTC of their purchase, but Beneficial Owners are expected
     to receive written confirmations providing details of the transaction, as
     well as periodic statements of their holdings, from the Direct and Indirect
     Participant through which the Beneficial Owner entered into the
     transaction. Transfers of ownership interests in the Notes are to be
     accomplished by entries made on the books of Participants acting on behalf
     of Beneficial Owners. Beneficial Owners will not receive certificates
     representing their ownership interests in the Notes, except in the event
     that use of the book-entry system for the Notes is discontinued.

               To facilitate subsequent transfers, all Notes deposited by
     Participants with DTC are registered in the name of DTC's partnership
     nominee, Cede & Co. The deposit of Notes with DTC and their registration in
     the name of Cede & Co. effect no change in beneficial ownership. DTC has no
     knowledge of the actual Beneficial Owners of the Notes; DTC's records
     reflect only the identity of the Direct Participants to whose accounts such
     Notes are credited, which may or may not be the Beneficial Owners. The
     Participants will remain responsible for keeping account of their holdings
     on behalf of their customers.

               Conveyance of notices and other communications by DTC to Direct
     Participants, by Direct Participants to Indirect Participants, and by
     Direct Participants and Indirect Participants to Beneficial Owners will be
     governed by arrangements among them, subject to any statutory or regulatory
     requirements as may be in effect from time to time.

               Neither DTC nor Cede & Co. will consent or vote with respect to
     the Global Notes. Under its usual procedures DTC mails an Omnibus Proxy to
     the issuer as soon as possible after the record date. The Omnibus Proxy
     assigns Cede & Co.'s consenting or voting rights to those Direct
     Participants to whose accounts the Notes are credited on the record date
     (identified in the listing attached to the Omnibus Proxy).

               Principal and interest payments on the Global Notes will be made
     to DTC. Masco expects that DTC, upon receipt of any payment of principal or
     interest in respect of a Global Note, will credit immediately Participants'
     accounts with payments in amounts proportionate to their respective
     beneficial interests in the principal amount of such Global Note as shown
     on DTC's records. Masco also expects that payments by Participants to
     Beneficial Owners will be governed by standing instructions and customary
     practices, as is the case with securities held for the accounts of
     customers in bearer form or registered in "street name", and will be the
     responsibility of such Participant and
                                       S-7
<PAGE>   9

     not of DTC, Masco or the trustee, subject to any statutory or regulatory
     requirements as may be in effect from time to time.

        DTC may discontinue providing its service as securities depositary with
respect to the Notes at any time by giving reasonable notice to Masco or the
trustee. In addition, Masco may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). Under
such circumstances, if a successor securities depositary is not obtained, Note
certificates in fully registered form are required to be printed and delivered
to Beneficial Owners of the Global Notes representing such Notes.

        The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Masco believes to be reliable
(including DTC), but Masco takes no responsibility for the accuracy thereof.

        Neither Masco, the trustee nor the underwriters will have any
responsibility or obligation to Participants, or the persons for whom they act
as nominees, with respect to the accuracy of the records of DTC, its nominee or
any Participant with respect to any ownership interest in the Notes or payments
to, or the providing of notice to Participants or Beneficial Owners.

        The Notes will trade in DTC's Same-Day Funds Settlement System and
secondary market trading activity in the Notes will, therefore, settle in
immediately available funds. All applicable payments of principal and interest
on the Notes issued as Global Notes will be made by Masco in immediately
available funds.

        For other terms of the Notes, see "Description of Debt Securities" in
the accompanying prospectus.

DEFEASANCE

        The Notes will be subject to defeasance and discharge and to defeasance
of certain obligations as set forth in the Indenture, see "Description of Debt
Securities -- Defeasance" in the prospectus.

                                       S-8
<PAGE>   10

                                  UNDERWRITING

        Subject to the terms and conditions set forth in the underwriting
agreement, we have agreed to sell to each of the underwriters named below, and
each of the underwriters has severally agreed to purchase, the principal amount
of Notes set forth opposite its name.

<TABLE>
<CAPTION>
                                                                 PRINCIPAL
                        UNDERWRITER                                AMOUNT
------------------------------------------------------------     ---------
<S>                                                             <C>
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...................................    $376,000,000
Salomon Smith Barney Inc. ..................................     376,000,000
Banc One Capital Markets, Inc. .............................      16,000,000
McDonald Investments Inc. ..................................      16,000,000
Wachovia Securities, Inc. ..................................      16,000,000
                                                                ------------
             Total..........................................    $800,000,000
                                                                ============
</TABLE>

        The underwriters have agreed to purchase all of the Notes sold pursuant
to the underwriting agreement if any of these Notes are purchased. If an
underwriter defaults, the underwriting agreement provides that, under certain
circumstances, the purchase commitments of the nondefaulting underwriters may be
increased or the underwriting agreement may be terminated.

        We have been advised by the underwriters that they propose to offer part
of the Notes purchased by them directly to the public at the public offering
price set forth on the cover page of this prospectus supplement, and may offer
part of the Notes to certain dealers at that price less a concession not in
excess of .35% of the principal amount of the Notes. The underwriters may allow
and the dealers may reallow a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial public offering,
the underwriters may change the public offering price and other selling terms.
The underwriters must purchase all of the Notes offered hereby if they purchase
any of such Notes.

        In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates perform investment banking, commercial banking
and other financial service transactions for us and our affiliates, including
acting as lenders under various loan facilities. In particular, affiliates of
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., McDonald Investments
Inc. and Wachovia Securities, Inc. are lenders under some of our bank-credit
facilities. See "Use of Proceeds" in this prospectus supplement. Because more
than ten percent of the net proceeds of this offering will be paid to members or
affiliates of members of the National Association of Securities Dealers, Inc.
participating in this offering, this offering will be conducted in accordance
with NASD Conduct Rule 2710(c)(8).

        Richard A. Manoogian, Chairman and Chief Executive Officer of Masco, is
a director of Bank One Corporation.

        Bank One Trust Company, National Association, which acts as trustee
under the Indenture, is an affiliate of Banc One Capital Markets, Inc., one of
the underwriters.

        The underwriting agreement provides that we will indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

        We have agreed not to offer or sell or otherwise dispose of for cash
without the consent of the underwriters any debt securities of Masco
substantially similar to the Notes until the date following the date on which we
deliver the Notes to the underwriters.

        We do not expect to list the Notes on any securities exchange. The
underwriters may from time to time purchase and sell Notes in the secondary
market, but are not obligated to do so, and there can be no assurance that there
will be a secondary market for the Notes or liquidity in the secondary market if
one develops.

                                       S-9
<PAGE>   11

        We estimate that we will spend approximately $50,000 for printing,
trustee and legal fees and other expenses related to this offering.

        The underwriters are permitted to engage in certain transactions that
stabilize the price of the Notes. Such transactions consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the Notes. If the
underwriters create a short position in the Notes in connection with the
offering, i.e., if they sell Notes in an aggregate principal amount exceeding
that set forth on the cover page of this prospectus supplement, the underwriters
may reduce that short position by purchasing Notes in the open market. In
general, purchases of a security for the purpose of stabilization or to reduce a
short position could cause the price of the security to be higher than it might
be in the absence of such purchases.

        Neither we nor the underwriters makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the Notes. In addition, neither we nor any of the
underwriters makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.

                                       S-10
<PAGE>   12

                                 $1,500,000,000
                               MASCO CORPORATION

                                Debt Securities
                                  Common Stock
                                 ($1 Par Value)
                             ----------------------

     We may offer and issue debt securities and shares of our common stock from
time to time. This prospectus describes the general terms of these securities
and the general manner in which we will offer them. We will provide the specific
terms of these securities in supplements to this prospectus. The prospectus
supplements will also describe the specific manner in which we will offer these
securities.
     Our common stock is listed on the New York Stock Exchange under the symbol
"MAS". On October 31, 2000, the closing price of our common stock was $18.69 per
share.

                             ----------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ----------------------

     We may offer these securities in amounts, at prices and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell these securities, we will name them and
describe their compensation in a prospectus supplement.

                             ----------------------

                The date of this prospectus is November 3, 2000.
<PAGE>   13

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
              CAPTION                   PAGE
              -------                   ----
<S>                                     <C>
Masco Corporation...................      3
Use of Proceeds.....................      3
Ratio of Earnings to Fixed
  Charges...........................      4
Description of Debt Securities......      4
Description of Capital Stock........     13
</TABLE>

<TABLE>
<CAPTION>
              CAPTION                   PAGE
              -------                   ----
<S>                                     <C>
Plan of Distribution................     15
Legal Opinions......................     16
Experts.............................     16
Where You Can Find More
  Information.......................     16
</TABLE>

                                        2
<PAGE>   14

     We are engaged principally in the manufacture and sale of home improvement
and building products, with emphasis on brand name products holding leadership
positions in their markets. These products are sold to the home improvement and
home construction markets through mass merchandisers, home centers, hardware
stores, wholesalers and other outlets for consumers and contractors.

     Factors which affect our results of operations include the levels of home
improvement and residential construction activity principally in the U.S. and
Europe, cost management, fluctuations in the principal European currencies, the
increasing importance of home centers as distributors of home improvement and
building products and our ability to maintain leadership positions in our
markets with increasing global competition. Historically, we have been able to
largely offset cyclical declines in housing markets through new product
introductions and acquisitions as well as market share gains.

     In this prospectus and in the documents we incorporate by reference, we
state our views about our future performance. These views, which constitute
"forward looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and may
cause our actual results to differ materially from the results discussed in such
forward-looking statements.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, IN
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND IN MATERIAL WE FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT.

     WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, THE SECURITIES
DESCRIBED IN THE PROSPECTUS ONLY WHERE OFFERS AND SALES ARE PERMITTED. SINCE
INFORMATION THAT WE FILE WITH THE SEC IN THE FUTURE WILL AUTOMATICALLY UPDATE
AND SUPERSEDE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THE DOCUMENT.

                               MASCO CORPORATION

     Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products holding leadership
positions in their markets. Our business segments are: plumbing products;
cabinets and related products; decorative architectural products; insulation
installation and other services; and other specialty products. Masco is among
the largest manufacturers in North America of brand name consumer products
designed for the home improvement and home building industries. Approximately
81% of Masco's sales are generated by operations in North America. International
operations, currently established in 13 countries, principally in Europe,
comprise the balance.

     Our executive offices are located at 21001 Van Born Road, Taylor, Michigan
48180. Our telephone number is (313) 274-7400 and our website address is
http://www.masco.com. Except as the context otherwise indicates, the terms
"Masco," "we," "us," and "our" refer to Masco Corporation.

                                USE OF PROCEEDS

     We expect to use substantially all of the net proceeds from sales of the
securities described in this prospectus for our general corporate purposes,
which may include making additions to our working capital, repaying
indebtedness, financing acquisitions and investments in new or existing lines of
business. We will describe our intended use of the proceeds

                                        3
<PAGE>   15

from a particular offering of securities in the related prospectus supplement.
Funds not required immediately for any of the previously listed purposes may be
invested in marketable securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratios of earnings to fixed charges were as follows:

<TABLE>
<CAPTION>
     SIX MONTHS
   ENDED JUNE 30,              YEAR ENDED DECEMBER 31,
---------------------    ------------------------------------
        2000             1999    1998    1997    1996    1995
---------------------    ----    ----    ----    ----    ----
<S>                      <C>     <C>     <C>     <C>     <C>
         6.5             7.0     7.6     7.5     7.2     5.2
</TABLE>

     We calculated these ratios by dividing earnings before income taxes,
extraordinary income and fixed charges by our fixed charges. We included in the
ratios the earnings and fixed charges of Masco and its consolidated subsidiaries
and the dividends received from 50% or less owned companies less our equity in
their undistributed earnings. Fixed charges consist of interest, amortization of
debt expense and the portion of rentals for real and personal properties which
we deem representative of the interest factor.

                         DESCRIPTION OF DEBT SECURITIES

DEBT MAY BE SENIOR OR SUBORDINATED

     We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under our
Senior Debt Indenture, as defined below, and will rank on a parity with all of
our other unsecured and unsubordinated debt. The subordinated debt securities
will be issued under our Subordinated Debt Indenture, as defined below, and will
be subordinate and junior in right of payment, as set forth in the Subordinated
Debt Indenture, to all of our "senior indebtedness," which is defined in our
Subordinated Debt Indenture. If this prospectus is being delivered in connection
with a series of subordinated debt securities, the accompanying prospectus
supplement or the information we incorporate in this prospectus by reference
will indicate the approximate amount of senior indebtedness outstanding as of
the end of the most recent fiscal quarter. We refer to our Senior Debt Indenture
and our Subordinated Debt Indenture individually as an "indenture" and
collectively as the "indentures."

     We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities.

     Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement and
incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the provisions
relating to our negative pledge and limitations on sales and leasebacks, which
are included in the Senior Debt Indenture only, and to subordination.

     We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these

                                        4
<PAGE>   16

types of debt securities will receive payments of principal or interest that
depend upon the value of the applicable currency, security or basket of
securities, commodity or index on the relevant payment dates. As a result, you
may receive a payment of principal on any principal payment date, or a payment
of interest on any interest payment date, that is greater than or less than the
amount of principal or interest otherwise payable on such dates, depending upon
the value on such dates of the applicable currency, security or basket of
securities, commodity or index. Information as to the methods for determining
the amount of principal or interest payable on any date, the currencies,
securities or baskets of securities, commodities or indices to which the amount
payable on such date is linked and any additional United States federal income
tax considerations will be set forth in the applicable prospectus supplement.

     Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.

     We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the indenture.

TERMS SPECIFIED IN PROSPECTUS SUPPLEMENT

     The prospectus supplement will contain, where applicable, the following
terms of and other information relating to any offered debt securities:

- classification as senior or subordinated debt securities and the specific
  designation of such securities;

- aggregate principal amount and purchase price;

- currency in which the debt securities are denominated and/or in which
  principal, and premium, if any, and/or interest, if any, is payable;

- minimum denominations;

- date of maturity;

- the interest rate or rates or the method by which a calculation agent will
  determine the interest rate or rates, if any;

- the interest payment dates, if any;

- the place or places for payment of the principal of and any premium and/or
  interest on the debt securities;

- any repayment, redemption, prepayment or sinking fund provisions, including
  any redemption notice provisions;

- whether we will issue the debt securities in definitive form and under what
  terms and conditions;

- the terms on which holders of the debt securities may convert or exchange
  these securities into our common stock or other securities of Masco or other
  entities, any specific terms relating to the adjustment of the conversion or
  exchange feature and the period during which the holders may make the
  conversion or exchange;

- information as to the methods for determining the amount of principal or
  interest payable on any date and/or the currencies, securities or baskets of
  securities, commodities or indices to which the amount payable on that date is
  linked;

- any agents for the debt securities, including trustees, depositories,
  authenticating or paying agents, transfer agents or registrars;

- any special United States federal income tax consequences applicable to the
  debt securities being issued; and

- any other specific terms of the debt securities, including any additional
  events of default or covenants, and any terms required by or advisable under
  applicable laws or regulations.

                                        5
<PAGE>   17

REGISTRATION AND TRANSFER OF DEBT SECURITIES

     You may present debt securities for exchange and transfer in the manner, at
the places and subject to the restrictions described in the prospectus
supplement. We will provide you those services free of charge, although you may
have to pay any tax or other governmental charge payable in connection with any
exchange or transfer, as set forth in the applicable indenture.

     If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of the
depositary for those global securities. See "Global Securities."

DEFEASANCE

     Defeasance means we may terminate most of our obligations under the
applicable indenture with respect to such series, including our obligations to
comply with the restrictive covenants described in this prospectus, on the terms
and subject to the conditions contained in the indentures, by depositing in
trust with the appropriate trustee money or obligations of the United States
sufficient to pay the principal of, premium, if any, and interest on the debt
securities of such series. We must deliver to the trustee an opinion of counsel
to the effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for United
States federal income tax purposes. We must also deliver a ruling to such effect
received from or published by the United States Internal Revenue Service if we
are discharged from our obligations with respect to debt securities.

INDENTURES

     Debt securities that will be senior debt will be issued under an Indenture
between Masco and Bank One Trust Company, National Association, as trustee. We
call that indenture, as further supplemented from time to time, the Senior Debt
Indenture. Debt securities that will be subordinated debt will be issued under
an Indenture between Masco Corporation and The Bank of New York, as trustee. We
call that indenture, as further supplemented from time to time, the Subordinated
Debt Indenture. We refer to Bank One Trust Company and The Bank of New York
individually as a "trustee" and collectively as the "trustees."

SUBORDINATION PROVISIONS

     There are contractual provisions in the Subordinated Debt Indenture that
may prohibit us from making payments on our subordinated debt securities.
Subordinated debt securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the Subordinated Debt Indenture, to all
of our senior indebtedness.

     The Subordinated Debt Indenture defines senior indebtedness generally as
obligations of, or guaranteed or assumed by, Masco for borrowed money or
evidenced by bonds, notes or debentures or other similar instruments or incurred
in connection with the acquisition of property, and amendments, renewals,
extensions, modifications and refundings of any of that indebtedness or of those
obligations. The subordinated debt securities and any other obligations
specifically designated as being subordinate in right of payment to senior
indebtedness are not senior indebtedness as defined under the Subordinated Debt
Indenture.

     The Subordinated Debt Indenture provides that, unless all principal of and
any premium or interest on the senior indebtedness has been paid in full, or
provision has been made to make those payments in full, no payment of principal
of, or any premium or interest on, any subordinated debt securities may be made
in the event:

- of any insolvency or bankruptcy proceedings, or any receivership, liquidation,
  reorganization or other similar proceedings involving us or a substantial part
  of our property;

- a default has occurred in the payment of principal, any premium, interest or
  other monetary amounts due and payable on any senior indebtedness, and that
  default has not

                                        6
<PAGE>   18

  been cured or waived or has not ceased to exist;

- there has occurred any other event of default with respect to senior
  indebtedness that permits the holder or holders of the senior indebtedness to
  accelerate the maturity of the senior indebtedness, and that event of default
  has not been cured or waived or has not ceased to exist; or

- that the principal of and accrued interest on any subordinated debt securities
  have been declared due and payable upon an event of default as defined under
  the Subordinated Debt Indenture and that declaration has not been rescinded
  and annulled as provided under the Subordinated Debt Indenture.

COVENANTS RESTRICTING PLEDGES, MERGERS AND OTHER SIGNIFICANT CORPORATE ACTIONS

     In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "Definitions" below.

     Negative Pledge. Section 10.04 of the Senior Debt Indenture provides that
so long as any of the senior debt securities remains outstanding, we will not,
nor will we permit any Consolidated Subsidiary to, issue, assume or guarantee
any Debt if such Debt is secured by a mortgage upon any Principal Property or
upon any shares of stock or indebtedness of any Consolidated Subsidiary which
owns or leases any Principal Property, whether such Principal Property is owned
on the date of the Senior Debt Indenture or is thereafter acquired, without in
any such case effectively providing that the senior debt securities shall be
secured equally and ratably with such Debt, except that the foregoing
restrictions shall not apply to:

- mortgages on property, shares of stock or indebtedness of any corporation
  existing at the time such corporation becomes a Consolidated Subsidiary;

- mortgages on property existing at the time of acquisition thereof, or to
  secure Debt incurred for the purpose of financing all or any part of the
  purchase price of such property, or to secure any Debt incurred prior to or
  within 120 days after the later of the acquisition, completion of construction
  or improvement or the commencement of commercial operation of such property,
  which Debt is incurred for the purpose of financing all or any part of the
  purchase price thereof or construction or improvements thereon;

- mortgages securing Debt owing by any Consolidated Subsidiary to the Company or
  another Consolidated Subsidiary;

- mortgages on property of a corporation existing at the time such corporation
  is merged or consolidated with us or a Consolidated Subsidiary or at the time
  of a sale, lease or other disposition of the properties of the corporation or
  firm as an entirety or substantially as an entirety to us or a Consolidated
  Subsidiary, provided that no such mortgage shall extend to any other Principal
  Property of the Company or any Consolidated Subsidiary or any shares of
  capital stock or any indebtedness of any Consolidated Subsidiary which owns or
  leases a Principal Property;

- mortgages on our property or a Consolidated Subsidiary's property in favor of
  the United States of America, any State thereof, or any other country, or any
  political subdivision of any thereof, to secure payments pursuant to any
  contract or statute, including Debt of the pollution control or industrial
  revenue bond type, or to secure any indebtedness incurred for the purpose of
  financing all or any part of the purchase price or the cost of construction of
  the property subject to such mortgages; or

- one or more extensions, renewals or replacements, in whole or in part, of
  mortgages existing at the date of the Senior Debt Indenture or any mortgage
  referred to in the preceding five bullet points as long as those extensions,
  renewals or replacements do not increase the amount of Debt secured by the
  mortgage or cover any additional property.

                                        7
<PAGE>   19

     Notwithstanding the above, we may, and may permit, any Consolidated
Subsidiary to issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect thereto
the total of the aggregate amount of such Debt then outstanding, excluding
secured Debt permitted under the foregoing exceptions, and the aggregate amount
of Attributable Debt in respect of sale and lease-back arrangements at such
time, does not exceed 5% of Consolidated Net Tangible Assets, determined as of a
date not more than 90 days prior thereto. The Subordinated Debt Indenture does
not include negative pledge provisions.

     Limitation on Sales and Leasebacks. Under the Senior Debt Indenture, we and
our Consolidated Subsidiaries are not allowed to enter into any sale and
leaseback arrangement involving a Principal Property which has a term of more
than three years, except for sale and leaseback arrangements between us and a
Consolidated Subsidiary or between Consolidated Subsidiaries, unless:

- we or the Consolidated Subsidiary could incur Debt secured by a mortgage on
  that Principal Property at least equal to the amount of Attributable Debt
  resulting from that sale and leaseback transaction without having to equally
  and ratably secure the senior debt securities in the manner described above
  under "Negative Pledge" or

- we apply an amount equal to the greater of the net proceeds of the sale of the
  Principal Property or the fair market value of the Principal Property within
  120 days of the effective date of the sale and leaseback arrangement to the
  retirement of our or a Consolidated Subsidiary's Funded Debt, including the
  senior debt securities.

     However, we cannot satisfy the second test by retiring:

- Funded Debt that we were otherwise obligated to repay within the 120-day
  period,

- Funded Debt owned by us or by a Consolidated Subsidiary or

- Funded Debt that is subordinated in right of payment to the senior debt
  securities.

     The Subordinated Debt Indenture does not include any limitations on sales
and leasebacks.

     Consolidation, Merger or Sale of Assets. The Senior Debt Indenture provides
that we will not consolidate or merge with or into any other corporation and
will not sell or convey our property as an entirety, or substantially as an
entirety, to another corporation if, as a result of such action, any Principal
Property would become subject to a mortgage, unless either:

- such mortgage could be created pursuant to Section 10.04 of the Senior Debt
  Indenture without equally and ratably securing the senior debt securities or

- the senior debt securities shall be secured prior to the Debt secured by such
  mortgage.

     Each of the indentures provides that we may consolidate or merge or sell
all or substantially all of our assets if:

- we are the continuing corporation or if we are not the continuing corporation,
  such continuing corporation is organized and existing under the laws of the
  United States of America or any state thereof or the District of Columbia and
  assumes by supplemental indenture the due and punctual payment of the
  principal of, and the premium, if any, and interest on the debt securities and
  the due and punctual performance and observance of all of the covenants and
  conditions of the applicable Indenture to be performed by us and

- we are not, or such continuing corporation is not, in default in the
  performance of any such covenant or condition immediately after such merger,
  consolidation or sale of assets.

DEFINITIONS

     "Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the

                                        8
<PAGE>   20

Senior Debt Indenture to mean, at the time of determination, the lesser of:

- the fair value of the property, as determined by our board of directors,
  subject to such arrangement or

- the present value, discounted at the rate per annum equal to the interest
  borne by fixed rate senior debt securities or the yield to maturity at the
  time of issuance of any Original Issue Discount Securities determined on a
  weighted average basis, of the total obligations of the lessee for rental
  payments during the remaining term of the lease included in such arrangement,
  including any period for which such lease has been extended or may, at the
  option of the lessor, be extended, or until the earliest date on which the
  lessee may terminate such lease upon payment of a penalty, in which case the
  rental payment shall include such penalty, after excluding all amounts
  required to be paid on account of maintenance and repairs, insurance, taxes,
  assessments, water and utility rates and similar charges;

provided, however, that there shall not be deemed to be any Attributable Debt in
respect of a sale and leaseback arrangement if:

- such arrangement does not involve a Principal Property,

- we or a Consolidated Subsidiary would be entitled pursuant to the provisions
  of Section 10.04(a) of the Senior Debt Indenture to issue, assume or guarantee
  Debt secured by a mortgage upon the property involved in such arrangement
  without equally and ratably securing the senior debt securities, or

- the greater of the net proceeds of such arrangement or the fair market value
  of the property so leased has been applied to the retirement, other than any
  mandatory retirement or by way of payment at maturity, of our Funded Debt or
  any Consolidated Subsidiary's Funded Debt, other than Funded Debt owed by us
  or any Consolidated Subsidiary and other than Funded Debt which is
  subordinated in payment of principal or interest to the senior debt
  securities.

     "Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
as the aggregate amount of our assets less applicable reserves and the aggregate
amount of assets less applicable reserves of the Consolidated Subsidiaries after
deducting therefrom:

- all current liabilities, excluding any such liabilities deemed to be Funded
  Debt,

- all goodwill, trade names, trademarks, patents, unamortized debt discount and
  expense and other like intangibles and

- all investments in any Subsidiary other than a Consolidated Subsidiary, in all
  cases computed in accordance with the generally accepted accounting principles
  and which under generally accepted accounting principles would appear on a
  consolidated balance sheet of Masco and its Consolidated Subsidiaries.

     "Consolidated Subsidiary" is defined in the Senior Debt Indenture to mean
each Subsidiary other than any Subsidiary the accounts of which:

- are not required by generally accepted accounting principles to be
  consolidated with our accounts for financial reporting purposes,

- were not consolidated with our accounts in our then most recent annual report
  to stockholders and

- are not intended by us to be consolidated with our accounts in our next annual
  report to stockholders;

provided, however, that the term "Consolidated Subsidiary" shall not include:

- any Subsidiary which is principally engaged in

     - owning, leasing, dealing in or developing real property, or

     - purchasing or financing accounts receivable, making loans, extending
       credit or

                                        9
<PAGE>   21

       other activities of a character conducted by a finance company, or

- any Subsidiary, substantially all of the business, properties or assets of
  which were acquired after the date of the Senior Debt Indenture whether by way
  of merger, consolidation, purchase or otherwise,

unless in each case our board of directors thereafter designates such Subsidiary
a Consolidated Subsidiary for the purposes of the Senior Debt Indenture.

     "Debt" is defined in the Senior Debt Indenture to mean any indebtedness for
money borrowed and any Funded Debt.

     "Funded Debt" is defined in the Senior Debt Indenture to mean indebtedness
maturing more than 12 months from the date of the determination thereof or
having a maturity of less than 12 months but renewable or extendible at the
option of the borrower beyond 12 months from the date of such determination:

- for money borrowed or

- incurred in connection with the acquisition of property, to the extent that
  indebtedness in connection with acquisitions is represented by any notes,
  bonds, debentures or similar evidences of indebtedness, for which we or any
  Consolidated Subsidiary is directly or contingently liable or which is secured
  by our property or the property of a Consolidated Subsidiary.

     "Mortgage" is defined in the Senior Debt Indenture to mean a mortgage,
security interest, pledge, lien or other encumbrance.

     "Original Issue Discount Security" is defined in both indentures to mean
any debt security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof.

     "Principal Property" is defined in the Senior Debt Indenture to mean any
manufacturing plant or research or engineering facility located within the
United States of America or Puerto Rico owned or leased by us or any
Consolidated Subsidiary unless, in the opinion of our board of directors, such
plant or facility is not of material importance to the total business conducted
by us and our Consolidated Subsidiaries as an entirety.

     "Subsidiary" is defined in both indentures to mean any corporation of which
at least a majority of the outstanding stock having voting power under ordinary
circumstances to elect a majority of the board of directors of said corporation
shall at the time be owned by us, or by us and one or more Subsidiaries, or by
one or more Subsidiaries.

EVENTS OF DEFAULT, WAIVER AND NOTICE

     The indentures provide that the following events will be events of default
with respect to the debt securities of a series:

- we default in the payment of any interest on the debt securities of that
  series for more than 30 days,

- we default in the payment of any principal or premium on the debt securities
  of that series on the date that payment was due,

- we breach any of the other covenants applicable to that series of debt
  securities and that breach continues for more than 90 days after we receive
  notice from the trustee or the holders of at least 25% of the aggregate
  principal amount of debt securities of that series or

- we become bankrupt or insolvent.

     The trustee or the holders of 25% of the aggregate principal amount of debt
securities of a series may declare all of the debt securities of that series to
be due and payable immediately if an event of default with respect to a payment
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities of each affected series voting as one class may declare all of
the debt securities of each affected series due and payable immediately if an
event of default with respect to a breach of a covenant occurs. The trustee or
the holders of 25% of the aggregate principal amount of debt securities
outstanding under the indenture

                                        10
<PAGE>   22

voting as one class may declare all of the debt securities outstanding under the
indenture due and payable immediately if a bankruptcy event of default occurs.
The holders of a majority of the aggregate principal amount of the debt
securities of the applicable series or number of series described in this
paragraph may annul a declaration or waive a past default except for a
continuing payment default. If any of the affected debt securities are Original
Issue Discount Securities, by principal amount we mean the amount that the
holders would be entitled to receive by the terms of that debt security if the
debt security were declared immediately due and payable.

     The holders of a majority in principal amount of the debt securities of any
or all series affected and then outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable trustee under the indentures. Notwithstanding the foregoing, a
trustee shall have the right to decline to follow any such direction if such
trustee is advised by counsel that the action so directed may not lawfully be
taken or if such trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
such trustee in personal liability.

     Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.

MODIFICATION OF INDENTURES

     We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series of
debt securities if we obtain the consent of the holders of a majority of the
aggregate principal amount of debt securities of each affected series voting as
one class. However, we need the consent of each affected holder in order to:

- change the date on which any payment of principal or interest on the debt
  security is due,

- reduce the amount of any principal, interest or premium due on any debt
  security,

- change the currency or location of any payment,

- impair the right of any holder to bring suit for any payment after its due
  date or

- reduce the percentage in principal amount of debt securities required to
  consent to any modification or waiver of any provision of the indenture or the
  debt securities.

CONCERNING THE TRUSTEES

     Each trustee is a depository for funds of, makes loans to and performs
other services for us from time to time in the normal course of business.

FORM OF DEBT SECURITIES

     Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in
definitive form and global securities will be issued in registered form.
Definitive securities name you or your nominee as the owner of the security and,
in order to transfer or exchange these securities or to receive payments other
than interest or other interim payments, you or your nominee must physically
deliver the securities to the trustee, registrar, paying agent or other agent,
as applicable. Global securities name a depositary or its nominee as the owner
of the debt securities represented by the global securities. The depositary
maintains a computerized system that will reflect each investor's beneficial

                                        11
<PAGE>   23

ownership of the securities through an account maintained by the investor with
its broker/dealer, bank, trust company or other representative, as we explain
more fully below under "Global Securities."

GLOBAL SECURITIES

     We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement relating
to such series and registered in the name of the depositary or its nominee. In
that case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal or face
amount of outstanding registered securities of the series to be represented by
such global securities. Unless and until the depositary exchanges a global
security in whole for securities in definitive registered form, the global
security may not be transferred except as a whole by the depositary to a nominee
of the depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any of its nominees to a
successor of the depositary or a nominee of such successor.

     If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to such
series. We anticipate that the following provisions will apply to all depositary
arrangements.

     Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the depositary for such global security, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities. So long as the
depositary for a global security, or its nominee, is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes under the indentures. Except as set forth
below, owners of beneficial interests in a global security will not be entitled
to have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of such
securities in definitive form and will not be considered the owners or holders
thereof under the indentures. Accordingly, each person owning a beneficial
interest in a global security must rely on the procedures of the depositary for
such global security and, if such person is not a participant, on the procedures
of the participant through which such person owns its interest, to exercise any
rights of a holder under either indenture. We understand that under existing
industry practices, if we request any action of holders or if an owner of a
beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under either indenture, the
depositary for such global security would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action or

                                        12
<PAGE>   24

would otherwise act upon the instructions of beneficial owners holding through
them.

     Principal, premium, if any, and interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. We and the trustees or any of our
or their agents will not have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     We expect that the depositary for any debt securities represented by a
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or commodities to holders in respect
of such global security, will immediately credit participants' accounts in
amounts proportionate to their respective beneficial interests in such global
security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in such global
security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.

     If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Exchange Act within 90 days, we will issue such debt securities in definitive
form in exchange for such global security. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or more global securities and, in such event, will
issue debt securities of such series in definitive form in exchange for all of
the global security or securities representing such debt securities. Any
securities issued in definitive form in exchange for a global security will be
registered in such name or names as the depositary shall instruct the relevant
Trustee. We expect that such instructions will be based upon directions received
by the depositary from participants with respect to ownership of beneficial
interests in such global security.

                          DESCRIPTION OF CAPITAL STOCK

     The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our certificate of incorporation, see "Where You Can Find More Information."

     Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share and
900 million shares of common stock, par value $1.00 per share.

PREFERRED STOCK

     We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, for each series of preferred stock that may
be issued and to fix the number of shares of each such series. There were no
shares of preferred stock outstanding as of June 30, 2000.

                                        13
<PAGE>   25

COMMON STOCK

     Subject to the rights of the holders of any preferred stock of Masco then
outstanding, holders of common stock are entitled to one vote per share on
matters to be voted on by our stockholders and to receive dividends, if any,
when declared from time to time by our board of directors in its discretion out
of legally available funds. Upon any liquidation or dissolution of the Company,
holders of common stock are entitled to receive pro rata all assets remaining
after payment of all liabilities and liquidation of any shares of any preferred
stock at the time outstanding. Holders of common stock have no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to common stock. As of August 1, 2000,
there were approximately 456,111,160 shares of our common stock outstanding and
22,929,259 shares reserved for issuance under our stock option plans. All of our
outstanding common stock is fully paid and non-assessable and all of the shares
of common stock that may be offered with this prospectus will be fully paid and
non-assessable.

STOCKHOLDER RIGHTS AGREEMENT

     On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. The material provisions of that rights agreement
are summarized below. However, since the terms of our rights agreement are
complex, this summary may not contain all of the information that is important
to you. For more information, you should obtain a copy of the agreement, which
is filed as an exhibit with the SEC. See "Where You Can Find More Information"
for information on how to obtain a copy.

     Our rights agreement currently provides that each share of our outstanding
common stock has one-half of one right to purchase one one-thousandth of a share
of preferred stock. The purchase price per one one-thousandth of a share of
preferred stock under the stockholder rights agreement is $100.00.

     Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock but will be represented
by separate certificates on the day someone acquires at least 15% of our common
stock, or approximately 10 days after someone commences a tender offer for 15%
of our outstanding common stock.

     After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All shares
of our common stock issued prior to the date the rights separate from the common
stock have been and will be issued with the rights attached. The rights will
expire on December 6, 2005 unless earlier redeemed or exchanged by us.

     If an acquiring person obtains or has the right to obtain at least 15% of
our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to purchase for $100 a number
of shares of our common stock having a then current market value of $200.

     If an acquiring person obtains or has the right to obtain at least 15% of
our common stock, then each right will entitle the holder to purchase for $100 a
number of shares of common stock of the acquiring person having a then current
market value of $200 if any of the following occurs:

- we merge into another entity;

- an acquiring entity merges into us; or

- we sell more than 50% of our assets or earning power.

     Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 15% of our outstanding common stock will be null
and void.

     Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 15% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part

                                        14
<PAGE>   26

of the then outstanding and exercisable rights for shares of our common stock,
at an exchange ratio of two shares of common stock per right.

     Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior to
the earlier of (1) the time that an acquiring person obtains 15% or more of our
outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.

     Holders of rights will have no rights as Masco stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.

     For so long as the rights are redeemable, we may amend the rights agreement
in any respect. At any time when the rights are no longer redeemable, we may
amend the rights in any respect that does not adversely affect the holders of
rights, other than the types of acquiring persons we described earlier in this
section and their affiliates, that does not cause the rights agreement to become
amendable in any other way or does not cause the rights to again become
redeemable.

     We have reserved 239,521 shares of preferred stock for issuance on exercise
of the rights.

     Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders. In addition, the rights should
not interfere with a proxy contest.

     The transfer agent and registrar for our common stock is The Bank of New
York, New York, New York.

                              PLAN OF DISTRIBUTION

     We may sell the securities being offered by this prospectus in four ways:

- directly to purchasers;

- through agents;

- through underwriters; and

- through dealers.

     We may directly solicit offers to purchase securities, or we may designate
agents to solicit such offers. We will, in the prospectus supplement relating to
such offering, name any agent that could be viewed as an underwriter under the
Securities Act of 1933 and describe any commissions we must pay. Any such agent
will be acting on a best efforts basis for the period of its appointment or, if
indicated in the applicable prospectus supplement, on a firm commitment basis.
Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for us in the ordinary course of business.

     If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of our
agreement with them.

     If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to

                                        15
<PAGE>   27

be determined by such dealer at the time of resale.

     Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities, including liabilities under the Securities Act
of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.

     If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to only those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of such offers.

     Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.

                                 LEGAL OPINIONS

     The legality of the securities in respect of which this prospectus is being
delivered will be passed on for us by John R. Leekley, Senior Vice President and
General Counsel of Masco, and for the underwriters, if any, by Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York 10017. Mr. Leekley is a Masco
stockholder and a holder of options to purchase shares of our common stock.
Davis Polk & Wardwell performs legal services from time to time for us and some
of our related companies.

                                    EXPERTS

     Our consolidated financial statements and financial statement schedule
appearing in Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K
for the year ended December 31, 1999 and the consolidated financial statements
and financial statement schedule of MascoTech, Inc. appearing in our Annual
Report on Form 10-K for the year ended December 31, 1999 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
reports appearing therein.

     The consolidated financial statements and financial statement schedules
referred to in this paragraph are incorporated herein by reference in reliance
upon such reports, given on the authority of such firm as experts in accounting
and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of the forms of our senior
and subordinated indentures. Our descriptions in this prospectus of the
provisions of documents filed as exhibits to the registration statement or
otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the content of the documents, you
should

                                        16
<PAGE>   28

obtain the documents by following the procedures described in the paragraph
below.

     We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Rooms. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we can disclose important information to you by
referring you directly to those publicly available documents. The information
incorporated by reference is considered to be part of this prospectus. In
addition, information we file with the SEC in the future will automatically
update and supersede information contained in this prospectus and the
accompanying prospectus supplement.

     We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until we sell all of the securities we are offering with this
prospectus:

- Our Annual Report on Form 10-K for the year ended December 31, 1999, as
  amended by Amendment No. 1 on Form 10-K/A.

- Our definitive proxy statement dated April 24, 2000.

- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and
  June 30, 2000, in each case as amended by an Amendment No. 1 on Form 10-Q/A.

- Our Current Report on Form 8-K dated June 23, 2000.

- The description of our common stock contained in the amendment on Form 8 dated
  May 22, 1991 to our registration statement on Form 8-A and the description of
  our preferred stock purchase rights contained in the amendment on Form
  8-A12B/A dated March 18, 1999 to our registration statement on Form 8-A.

     You may obtain free copies of any of these documents by writing or
telephoning us at 21001 Van Born Road, Taylor, Michigan, 48180, Attention:
Samuel Cypert, (313) 274-7400, or by visiting our web site at
http://www.masco.com. However, the information on our website is not a part of
this prospectus.

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<PAGE>   29

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                                  $800,000,000

                               MASCO CORPORATION

                             6 3/4% NOTES DUE 2006

                       ----------------------------------
                             PROSPECTUS SUPPLEMENT
                       ----------------------------------

                              MERRILL LYNCH & CO.
                              SALOMON SMITH BARNEY
                         BANC ONE CAPITAL MARKETS, INC.
                  MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
                           WACHOVIA SECURITIES, INC.

                                 MARCH 8, 2001

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