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: 2008-09-10

Reporting Person: STANSBERRY JAMES W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-10	Subscription Rights	$8.50	X	10615	Disposed	2008-09-19	Common Stock (6734)	Direct
2008-09-10	Subscription Rights	$8.50	X	10740	Disposed	2008-09-19	Common Stock (6813)	Indirect

Footnotes

F1: Mr. Stansberry directly and indirectly owns common stock of the Issuer. As such, Mr. Stansberry 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 sale of subscription rights by Mr.
Stansberry and the entity listed herein. Receipt of subscription rights was not reported because such receipt is exempt
under Rule 16a-9(b).

F2: Represents securities owned by the Stansberry Associates Money Purchase Plan of which Mr. Stansberry is the trustee.