GRIFFON CORP — Director's Dealing 2009

Feb 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2009-02-04

Reporting Person: Cardinale Gerald J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-04	Common Stock	A	2122	—	Acquired	10002122	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned
subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the
securities reported herein except to the extent of his pecuniary interest therein, if any.

F2: On February 4, 2009, 2,122 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the
"Company") were granted as 1,061 shares of Common Stock to each of the Reporting Person and Bradley J. Gross, a managing
director of Goldman Sachs, in their capacity as directors of the Company pursuant to the Company's Outside Director Stock
Award Plan (the "Plan"). Each grant of 1,061 shares vests one third on each of the next three anniversaries of the grant
date, which was February 4, 2009.

F3: GS Group may be deemed to beneficially own 2,122 shares of Common Stock pursuant to the Plan, consisting of 1,061 shares of
Common Stock granted to each of the Reporting Person and Bradley J. Gross. The Reporting Person and Bradley J. Gross each
has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's
Common Stock beneficially owned directly by GS Direct, L.L.C. ("GS Direct"). GS Direct is a wholly-owned subsidiary of GS
Group. Goldman Sachs is the manager of GS Direct. GS Group, Goldman Sachs and GS Direct each disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs has net open short
positions of 312,989 shares of Common Stock.