GRIFFON CORP — Director's Dealing 2008

Mar 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2008-03-03

Reporting Person: SMITH FRANKLIN H JR (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-03	Common Stock	A	8700	$8.75	Acquired	58997	Direct
2008-03-03	Common Stock	A	19000	$8.85	Acquired	77997	Direct

Footnotes

F1: Includes 50,000 shares of restricted stock granted under the Griffon Corporation (the "Company") 2006 Equity Incentive Plan.
The restricted stock vests in equal installments on each of the following dates: August 2, 2007, August 2, 2008, August 2,
2009, August 2, 2010, and August 2, 2011. Also includes 298 shares of common stock allocated to the Reporting Person's
account under the Company's ESOP.