GRIFFON CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2011-02-11

Reporting Person: Gross Bradley J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	5000	—	Acquired	10008754	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 11, 2011, in the aggregate, 5,000 shares of common stock, par value $0.25 per share (the "Common Stock") of
Griffon Corporation (the "Company") were granted as 2,500 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
2011 Equity Incentive Plan (the "Plan"). Each grant of 2,500 shares vests one third on each of the next three anniversaries
of the grant date, which was February 11, 2011.

F3: GS Group may be deemed to beneficially own, in the aggregate, 8,754 shares of Common Stock, consisting of 2,500 shares of
common stock granted to each of the Reporting Person and Gerald J. Cardinale (each a "Director") pursuant to the Plan and
1,877 shares of Common Stock granted to each Director pursuant to the Outside Director Stock Award Plan. 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, if any. Goldman Sachs has net
open short positions of 312,986 shares of Common Stock, reflecting changes due to exempt transactions.