GRIFFON CORP — Director's Dealing 2006

Aug 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2006-08-17

Reporting Person: BLAU HARVEY R (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-17	Common Stock	M	385000	$12.2727	Acquired	1215244	Direct
2006-08-17	Common Stock	F	282159	$23.39	Disposed	933085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-17	1997 Stock Option Plan (Right to Buy)	$12.2727	M	385000	Disposed	2007-02-06	Common Stock (385000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	73110	Indirect

Footnotes

F1: Does not include options to purchase 35,200 shares granted under the 1992 Stock Option Plan, options to purchase 497,200 shares granted under the 1997 Stock Option Plan, options to purchase 715,000 shares granted under the 1998 Stock Option Plan and options to purchase 520,600 shares granted under the 2001 Stock Option Plan.