UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

Commission file number: 1-5794





Masco
Corporation

(Exact name of Registrant as Specified in its Charter)







|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|Delaware                                       |  | 38-1794485                       
|(State or Other Jurisdiction of
Incorporation) |  | (IRS Employer Identification No.)



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

(313) 274-7400

(Registrants telephone number, including area code)





Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

 ̈  Yes    x  No

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.



|                                        |  |                                    
|--------------------------------------- |  | -----------------------------------
|Class                                   |  | Shares Outstanding at July 26, 2012
|Common stock, par value $1.00 per share |  | 357,100,000                        









---

MASCO CORPORATION

EXPLANATORY NOTE

This Amendment No. 1 (the Amendment) to Masco Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the Form 10-Q), filed with the
Securities and Exchange Commission on July 31, 2012 (the Filing Date), is filed solely to revise our disclosure in Part II, Item 1, Legal Proceedings. No other changes to our Form 10-Q are made in this Amendment. This Amendment
speaks as of the Filing Date, does not reflect events that may have occurred subsequent to the Filing Date, and, other than as set forth below, does not modify or update the disclosures made in the Form 10-Q. Accordingly, this Amendment should be
read in conjunction with the Form 10-Q.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Information regarding legal proceedings involving us is set forth in Note N to our condensed consolidated financial statements included in
Part I, Item 1 of this Report and is incorporated herein by reference.



|Item 6. | Exhibits
|------- | --------



|      |  |                                                                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31a - |  | Certification by Chief Executive Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934                                          
|      | 
|31b - |  | Certification by Chief Financial Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934                                          
|      | 
|32 -  |  | Certification Required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code



2



---

MASCO CORPORATION

PART II. OTHER INFORMATION, concluded

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



MASCO CORPORATIONBy:

/s/ John G. SznewajsName:

John G. SznewajsTitle:

Vice President, Treasurer and
Chief Financial Officer


August 1, 2012



3



---

MASCO CORPORATION

EXHIBIT INDEX



|            |  |                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit     |  |                                                                                                                                                                  
|            | 
|Exhibit 31a |  | Certification by Chief Executive Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934                                          
|            | 
|Exhibit 31b |  | Certification by Chief Financial Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934                                          
|            | 
|Exhibit 32  |  | Certification Required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code



4