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: KRAMER RONALD J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-19	Common Stock	X	227990	$8.50	Acquired	527474	Direct
2008-09-19	Common Stock	X	17418	$8.50	Acquired	40298	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-19	Subscription Rights	$8.50	X	359379	Disposed	2008-09-19	Common Stock (227990)	Direct
2008-09-19	Subscription Rights	$8.50	X	27456	Disposed	2008-09-19	Common Stock (17418)	Indirect

Footnotes

F1: Mr. Kramer directly and indirectly owns common stock of the Issuer. As such, Mr. Kramer 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.
Kramer and certain family members. Receipt of subscription rights was not reported because such receipt is exempt under
Rule 16a-9(b).