GRIFFON CORP — Director's Dealing 2008

Oct 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2008-09-29

Reporting Person: KRAMER RONALD J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-29	Common Stock	P	578151	$8.50	Acquired	1105625	Direct
2008-10-01	Common Stock	A	75000	—	Acquired	1180625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-01	Options	$20.00	A	350000	Acquired	2018-09-30	Common Stock (350000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40298	Indirect

Footnotes

F1: Restricted stock grant under Griffon Corporation's 2006 Equity Incentive Plan, as amended (the "Plan"). The restricted stock
vests, subject to acceleration in certain circumstances, on April 1, 2011.

F2: Granted under the Plan. The options shall vest and become exercisable in three equal installments on each of April 1, 2009,
April 1, 2010, and April 1, 2011.