GRIFFON CORP — Director's Dealing 2008

Sep 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2008-09-19

Reporting Person: BLAU HARVEY R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-19	Common Stock	X	416185	$8.5	Acquired	1102216	Direct
2008-09-19	Common Stock	X	299753	$8.5	Acquired	772253	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-19	Subscription Rights	$8.5	X	656031	Disposed	2008-09-19	Common Stock (416185)	Direct
2008-09-19	Subscription Rights	$8.5	X	472500	Disposed	2008-09-19	Common Stock (299753)	Indirect

Footnotes

F1: Mr. Blau directly and indirectly owns common stock of the Issuer. As such, Mr. Blau received, at no cost from the Issuer,
rights to purchase 0.6344 shares of common stock for every share of common stock owned plus rights to subscribe for
additional shares up to 20% of the shares of common stock for which he was otherwise entitled to subscribe in the event not
all shares of common stock were subscribed for initially. This Form 4 reports the exercise of subscription rights by Mr.
Blau and his spouse. Receipt of subscription rights was not reported because such receipt is exempt under Rule 16a-9(b).