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: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO (10% Owner)
Reporting Person: GS Direct, L.L.C. (10% Owner)

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: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS
Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons").

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 Gerald J. Cardinale and Bradley J. Gross, each 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 Gerald J. Cardinale and Bradley J. Gross. Messrs. Cardinale and Gross each has an
understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs
and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest
therein.

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. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS
Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the
securities reported herein except to the extent of their pecuniary interest therein. Goldman Sachs has net open short
positions of 312,989 shares of Common Stock.