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: 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
2011-02-11	Common Stock	A	5000	—	Acquired	10008754	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 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 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
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 Gerald J. Cardinale and Bradley J. Gross (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. 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, if any. Goldman Sachs has net open
short positions of 312,986 shares of Common Stock, reflecting changes due to exempt transactions.