GRIFFON CORP — Director's Dealing 2008

Oct 10, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO (10% Owner)
Reporting Person: GS Direct, L.L.C. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000000	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS
Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons").

F2: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of of common
stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation, beneficially owned directly by GS Direct.
Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The
Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their
pecuniary interest therein. Goldman Sachs has net open short positions of 312,989 shares of Common Stock.