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: HILL CLARENCE A JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-19	Common Stock	X	10000	$8.50	Acquired	31603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-19	Subscription Rights	$8.50	X	15763	Disposed	2008-09-19	Common Stock (10000)	Direct

Footnotes

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