GRIFFON CORP — Director's Dealing 2007

Feb 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2007-02-02

Reporting Person: KRAMER RONALD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	Common Stock	A	390	—	Acquired	28549	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22880	Indirect

Footnotes

F1: Grant under Company's Outside Director Stock Award Plan.

F2: Mr. Kramer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. This Form
excludes 8,800 shares previously reported as indirectly owned by a partnership as Mr. Kramer converted his status in the
partnership from a general partner to a limited partner.