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: STANSBERRY JAMES W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	Common Stock	A	390	—	Acquired	11244	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10740	Indirect

Footnotes

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

F2: Represents shares owned by the Stansberry Associates Money Purchase Plan of which Mr. Stansberry and his wife are the
trustees.