GRIFFON CORP — Regulatory Filings 2012

Jul 2, 2012

CORRESP 1 filename1.htm

GRIFFON CORPORATION

712 FIFTH AVENUE, 18 TH FLOOR

NEW YORK, NEW YORK 10019

July 2, 2012

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Pamela A. Long and Sherry Haywood

Re: Griffon Corporation Registration Statement on Form S-3 (File No. 333-181278)

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Griffon Corporation, a Delaware corporation (the “Company”), hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-181278) so that such Registration Statement may be declared effective at 12:00 pm on July 5, 2012 or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Derek M. Winokur of Dechert LLP at (212) 698-3860 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

| Very
truly yours, | |
| --- | --- |
| Griffon
Corporation | |
| By: | /s/
Douglas J. Wetmore |
| Name: | Douglas
J. Wetmore |
| Title: | Executive
Vice President and Chief Financial Officer |