GRIFFON CORP — Director's Dealing 2010

Feb 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2010-02-04

Reporting Person: Gross Bradley J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-04	Common Stock	A	1632	—	Acquired	10003754	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, 2010, 1,632 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the
"Company") were granted as 816 shares of Common Stock to each of the Reporting Person and Gerald J. Cardinale, 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 816 shares vests one third on each of the next three anniversaries of the grant
date, which was February 4, 2010.

F3: GS Group may be deemed to beneficially own 3,754 shares of Common Stock pursuant to the Plan, consisting of 1,877 shares of
Common Stock granted to each of the Reporting Person and Gerald J. Cardinale, a managing director of Goldman Sachs. The
Reporting Person and Gerald J. Cardinale 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. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS
Group. Goldman Sachs is the manager of GS Direct. GS Group, Goldman Sachs and GS Direct 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 312,986 shares of Common Stock, reflecting changes due to exempt transactions.