GRIFFON CORP — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2012-01-31

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
2012-01-31	Common Stock	A	5000	—	Acquired	10013754	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 January 31, 2012, 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 January 31, 2012.

F3: GS Group may be deemed to beneficially own, in the aggregate, 13,754 shares of Common Stock, consisting of 5,000 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 310,572 shares of Common Stock. The decrease in Goldman Sachs' net open short position is the result of
a change of its information barriers as a result of an internal reorganization.