GRIFFON CORP — Director's Dealing 2009

Apr 24, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2009-04-23

Reporting Person: MITAROTONDA JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-23	Common Stock	J	16648	—	Disposed	679582	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	182773	Indirect
Common Stock	2589	Direct

Footnotes

F1: Distribution to a redeeming investor in Barington Companies Equity Partners, L.P. of its pro rata ownership of common stock
of the Issuer.

F2: Not applicable.

F3: 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") and
Barington Offshore Advisors II, LLC ("Barington Offshore II"). Barington Investors is the general partner of Barington
Companies Equity Partners, L.P. Barington Offshore II is the investment advisor to Barington Companies Offshore Fund, Ltd.

F4: 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.