GRIFFON CORP — Director's Dealing 2011

Apr 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2011-04-04

Reporting Person: BLAU HARVEY R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-04	Common Stock	M	330000	$7.75	Acquired	1513049	Direct
2011-04-04	Common Stock	F	256020	$13.29	Disposed	1257029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-04	Non-Qualified Stock Option	$7.75	M	330000	Disposed	2011-05-02	Common Stock (330000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	822253	Indirect
Common Stock	28154	Indirect

Footnotes

F1: Shares withheld upon exercise of a non-qualified stock option in payment of the exercise price due and to satisfy tax withholding obligations of the reporting person.

F2: Non-Qualified Stock Option ("Option") granted under the Griffon Corporation 2001 Stock Option Plan in a transaction exempt under Rule 16b. The Option vested and became exercisable as to one-half of the underlying shares on each of May 2, 2002 and May 2, 2003.