GRIFFON CORP — Director's Dealing 2005

Feb 9, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2005-02-08

Reporting Person: BALEMIAN ROBERT (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-08	Common Stock	M	220000	$7.8409	Acquired	869238	Direct
2005-02-08	Common Stock	F	137202	$24.50	Disposed	732036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-08	1995 Stock Option Plan (Right to Buy)	$7.8409	M	220000	Disposed	2005-02-08	Common Stock (220000)	Direct

Footnotes

F1: Does not include options to purchase 605,000 shares granted under the 1997 Stock Option Plan, options to purchase 385,000 shares granted under the 1998 Stock Option Plan and options to purchase 354,300 shares granted under the 2001 Stock Option Plan.