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: MITAROTONDA JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-19	Common Stock	X	313474	$8.5	Acquired	807602	Indirect
2008-09-19	Common Stock	X	371142	$8.5	Acquired	1225941	Indirect
2008-09-19	Common Stock	X	208225	$8.5	Acquired	536449	Indirect
2008-09-19	Common Stock	X	593	$8.5	Acquired	1528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-19	Subscription Rights	$8.5	X	935	Disposed	2008-09-19	Common Stock (593)	Direct
2008-09-19	Subscription Rights	$8.5	X	494128	Disposed	2008-09-19	Common Stock (313474)	Indirect
2008-09-19	Subscription Rights	$8.5	X	585030	Disposed	2008-09-19	Common Stock (371142)	Indirect
2008-09-19	Subscription Rights	$8.5	X	328224	Disposed	2008-09-19	Common Stock (208225)	Indirect

Footnotes

F1: The Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington
Capital Group, L.P., which is the majority member of each of Barington Companies Investors, LLC ("Barington Investors"),
Barington Companies Advisors, LLC ("Barington Advisors") and Barington Offshore Advisors II, LLC ("Barington Offshore II").
Barington Investors is the general partner of Barington Companies Equity Partners, L.P. Barington Advisors is the general
partner of Barington Investments, L.P. Barington Offshore II is the investment advisor to Barington Companies Offshore Fund,
Ltd.

F2: The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest
therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these
securities for purposes of Section 16 or for any other purpose.

F3: Mr. Mitarotonda directly and indirectly owns common stock of the Issuer. As such, he and the other entities listed on this
Form 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 they were 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. Mitarotonda and the other entities listed on this Form. Receipt of subscription
rights was not reported because such receipt is exempt under Rule 16a-9(b).