GRIFFON CORP — Director's Dealing 2004

Nov 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2004-11-15

Reporting Person: KRAMER EDWARD I (Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-15	Common Stock	M	27500	$12.2727	Acquired	57650	Direct
2004-11-15	Common Stock	F	19648	$25.35	Disposed	38002	Direct
2004-11-15	Common Stock	S	7400	$25.05	Disposed	30602	Direct
2004-11-15	Common Stock	S	100	$25.09	Disposed	30502	Direct
2004-11-16	Common Stock	S	352	$25.04	Disposed	30150	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-15	1997 Non-Qualified Stock Option Plan	$12.2727	M	27500	Disposed	2007-02-05	Common Stock (27500)	Direct

Footnotes

F1: Does not include shares indirectly owned as follows: 326 shares owned by reporting person's wife and 5,926 shares owned by the Blau, Kramer, Wactlar & Lieberman Profit Sharing Plan, of which Mr. Kramer is one of three trustees, all of which shares are allocated to Reporting Person.