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: MITAROTONDA JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	2500	—	Acquired	5905	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	690599	Indirect

Footnotes

F1: Restricted stock grant under Company's 2011 Equity Incentive Plan. The stock will vest in three (3) equal annual installments beginning on February 11, 2012.

F2: Includes 6,544 shares that were transferred to Barrington Companies Equity Partners, L.P. by an existing investor, effective April 1, 2010, following distribution of such shares to that investor from Barington Companies Offshore Fund, Ltd.

F3: The Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC ("Barington Investors"). Barington Investors is the general partner of Barington Companies Equity Partners, L.P.

F4: The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.