<PAGE>   1
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               GRIFFON CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       11-1893410
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)         
                                     
100 JERICHO QUADRANGLE, JERICHO,  NEW YORK                 11753
 (Address of principal executive offices)                (Zip Code)

                             1997 STOCK OPTION PLAN
                1988 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
                            (Full title of the plan)

                           ROBERT BALEMIAN, PRESIDENT
                               GRIFFON CORPORATION
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                     (Name and address of agent for service)

                                 (516) 938-5544
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            DAVID H. LIEBERMAN, ESQ.
                     BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of Each                                                    Proposed Maximum        Proposed Maximum
Class of Securities                    Amount to be              Offering                Aggregate              Amount of
to be Registered                       Registered                Price Per Share (1)     Offering Price (1)     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                            <C>                   <C>                      <C>   
Common Stock,                          1,500,000 shs.(3)              $13.5625              $20,343,750              $6,165
par value $.25
per share together with
the associated Preferred
Share Purchase Rights (2)

Common Stock,                            500,000 shs.(4)              $13.5625              $ 6,781,250              $2,055
par value $.25
per share together with
the associated Preferred
Share Purchase Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock
reported on the consolidated reporting system on February 4, 1997, pursuant to
Rule 457.

(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the Plan.

(3) Represents shares of Common Stock issuable under the Griffon Corporation
1997 Stock Option Plan.

(4) Represents shares of Common Stock issuable pursuant to the Griffon
Corporation 1988 Non-Qualified Stock Option Plan, As Amended. 500,000 shares of
Common Stock of the 1,000,000 shares of Common Stock issuable under this plan
were previously registered on a Registration Statement on Form S-8, Registration
No. 33-39090.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been filed by the Company with the
Commission (File No. 1-6620) pursuant to the Exchange Act, are incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1996;

         (2)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended December 31, 1996;

         (3)      The Company's Proxy Statement dated December 20, 1996 for its
                  1997 annual meeting of stockholders.

         (4)      The Registration Statement on Form 8-A dated January 19, 1993
                  with respect to the Company's Common Stock (File No. 1-6620),
                  including any amendment or report filed for the purpose of
                  updating the description of the Common Stock contained
                  therein.

         (5)      The Registration Statement on Form 8-A dated May 16, 1996 with
                  respect to the Company's Preferred Share Purchase Rights.

         All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

         The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar &
Lieberman, P.C. is Chairman of the Board and Chief Executive Officer of the
Registrant. As of the date hereof, Mr. Blau owns 354,440 shares of Common Stock,
a warrant to purchase 226,413 shares of Common Stock and 1,565,000 options to
purchase Common Stock granted to Mr. Blau pursuant to the Registrant's various
stock option plans. In addition, the Blau, Kramer, Wactlar & Lieberman, P.C.
Profit Sharing Plan owns 24,715 shares of Common Stock.



                                      II-2
<PAGE>   3
Item 6.  Indemnification of Directors and Officers.

         Under provisions of the Certificate of Incorporation and the By-Laws of
the Company, each person who is or was a director or officer of the Company may
be indemnified by the Company to the full extent permitted or authorized by the
General Corporation Law of Delaware.

         Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

         If unsuccessful in defense of a third-party civil suit or if a criminal
suit is settled, such a person may be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgements, fines and amounts
paid in settlement if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.

         If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such suit for negligence or
misconduct in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses.

         The Company and its officers and directors are covered by officers and
directors liability insurance. The policy coverage is $30,000,000, which
includes reimbursement for costs and fees. There is a maximum deductible under
the policy of $100,000 for each claim. The Company has entered into
Indemnification Agreements with certain of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.

Item 7.  Exemption from registration claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1      1988 Non-Qualified Stock Option Plan, As Amended.

         4.2      1997 Stock Option Plan.

         5        Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included
                  in their opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Powers of Attorney-included in signature page hereof.
                                                                   
 Item 9. Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i)To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                                      II-3
<PAGE>   4
                           (ii)To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii)To include any material information with respect
                           to the plan of distribution not previously disclosed
                           in the Registration Statement or any material change
                           to such information in the Registration Statement;
                           provided, however, that paragraphs (a)(l)(i) and
                           (a)(l)(ii) do not apply if the registration statement
                           is on Form S-3 or Form S-8, and the information
                           required to be included in a post-effective amendment
                           by those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to section 13 or
                           section 15(d) of the Securities Exchange Act of 1934
                           that are incorporated by reference in the
                           Registration Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.




                                      II-4
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jericho, New York on the 7 day of February, 1997.

                                             GRIFFON CORPORATION

                                             By: /s/ Robert Balemian
                                                ---------------------------
                                                     Robert Balemian
                                                     President and Director

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on February 7, 1997 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Harvey R. Blau and Robert Balemian, and each of them
acting individually, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable Griffon Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement including specifically, but not limited to, power and authority to
sign for us or any of us in our names in the capacities stated below, any and
all amendments (including post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in such connection, as
fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

<TABLE>
<CAPTION>
        Signature                         Title
        ---------                         -----
<S>                                       <C>    
/s/ Harvey R. Blau                        Chairman of the Board
-------------------------                 (Principal Executive Officer)
    Harvey R. Blau       

/s/ Robert Balemian                       President and Director
-------------------------                 (Principal Financial Officer)
    Robert Balemian      

/s/ Patrick Alesia                        Vice President and Treasurer
-------------------------                 (Principal Accounting Officer)
    Patrick Alesia       

/s/ Henry A. Alpert                       Director
-------------------------
    Henry A. Alpert

/s/ Bertrand M. Bell                      Director
-------------------------
    Bertrand M. Bell

/s/ Robert Bradley                        Director
-------------------------
    Robert Bradley

/s/ Abraham M. Buchman                    Director
-------------------------
    Abraham M. Buchman

/s/ Clarence A. Hill, Jr.                 Director
-------------------------
    Clarence A. Hill, Jr.

/s/ Ronald J. Kramer                      Director
-------------------------
    Ronald J. Kramer

/s/ James W. Stansberry                   Director
-------------------------
    James W. Stansberry

/s/ Martin S. Sussman                     Director
-------------------------
    Martin S. Sussman

/s/ William H. Waldorf                    Director
-------------------------
    William H. Waldorf

/s/ Lester L. Wolff                       Director
-------------------------
    Lester L. Wolff
</TABLE>




                                      II-5
<PAGE>   6
                                EXHIBIT INDEX
                                -------------



       Item No.                  Description
       --------                  -----------
         4.1      1988 Non-Qualified Stock Option Plan, As Amended.

         4.2      1997 Stock Option Plan.

         5        Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included
                  in their opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Powers of Attorney-included in signature page hereof.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20442}]
{"company-data": {"conformed-name": "GRIFFON CORP", "cik": "0000050725", "assigned-sic": "3442", "irs-number": "111893410", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21503", "film-number": "97522898"}, "business-address": {"street1": "100 JERICHO QUADRANGLE", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "5169385544"}, "mail-address": {"street1": "100 JERICHO QUADRANGLE", "city": "JERICHO", "state": "NY", "zip": "11753"}, "former-company": {"former-conformed-name": "INSTRUMENT SYSTEMS CORP /DE/", "date-changed": "19920703"}}
1
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               GRIFFON CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       11-1893410
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)         
                                     
100 JERICHO QUADRANGLE, JERICHO,  NEW YORK                 11753
 (Address of principal executive offices)                (Zip Code)

                             1997 STOCK OPTION PLAN
                1988 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
                            (Full title of the plan)

                           ROBERT BALEMIAN, PRESIDENT
                               GRIFFON CORPORATION
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                     (Name and address of agent for service)

                                 (516) 938-5544
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            DAVID H. LIEBERMAN, ESQ.
                     BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of Each                                                    Proposed Maximum        Proposed Maximum
Class of Securities                    Amount to be              Offering                Aggregate              Amount of
to be Registered                       Registered                Price Per Share (1)     Offering Price (1)     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                          1,500,000 shs.(3)              $13.5625              $20,343,750              $6,165
par value $.25
per share together with
the associated Preferred
Share Purchase Rights (2)

Common Stock,                            500,000 shs.(4)              $13.5625              $ 6,781,250              $2,055
par value $.25
per share together with
the associated Preferred
Share Purchase Rights (2)
------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock
reported on the consolidated reporting system on February 4, 1997, pursuant to
Rule 457.

(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the Plan.

(3) Represents shares of Common Stock issuable under the Griffon Corporation
1997 Stock Option Plan.

(4) Represents shares of Common Stock issuable pursuant to the Griffon
Corporation 1988 Non-Qualified Stock Option Plan, As Amended. 500,000 shares of
Common Stock of the 1,000,000 shares of Common Stock issuable under this plan
were previously registered on a Registration Statement on Form S-8, Registration
No. 33-39090.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been filed by the Company with the
Commission (File No. 1-6620) pursuant to the Exchange Act, are incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1996;

         (2)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended December 31, 1996;

         (3)      The Company's Proxy Statement dated December 20, 1996 for its
                  1997 annual meeting of stockholders.

         (4)      The Registration Statement on Form 8-A dated January 19, 1993
                  with respect to the Company's Common Stock (File No. 1-6620),
                  including any amendment or report filed for the purpose of
                  updating the description of the Common Stock contained
                  therein.

         (5)      The Registration Statement on Form 8-A dated May 16, 1996 with
                  respect to the Company's Preferred Share Purchase Rights.

         All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

         The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar &
Lieberman, P.C. is Chairman of the Board and Chief Executive Officer of the
Registrant. As of the date hereof, Mr. Blau owns 354,440 shares of Common Stock,
a warrant to purchase 226,413 shares of Common Stock and 1,565,000 options to
purchase Common Stock granted to Mr. Blau pursuant to the Registrant's various
stock option plans. In addition, the Blau, Kramer, Wactlar & Lieberman, P.C.
Profit Sharing Plan owns 24,715 shares of Common Stock.

                                      II-2
3
Item 6.  Indemnification of Directors and Officers.

         Under provisions of the Certificate of Incorporation and the By-Laws of
the Company, each person who is or was a director or officer of the Company may
be indemnified by the Company to the full extent permitted or authorized by the
General Corporation Law of Delaware.

         Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

         If unsuccessful in defense of a third-party civil suit or if a criminal
suit is settled, such a person may be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgements, fines and amounts
paid in settlement if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.

         If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such suit for negligence or
misconduct in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses.

         The Company and its officers and directors are covered by officers and
directors liability insurance. The policy coverage is $30,000,000, which
includes reimbursement for costs and fees. There is a maximum deductible under
the policy of $100,000 for each claim. The Company has entered into
Indemnification Agreements with certain of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.

Item 7.  Exemption from registration claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1      1988 Non-Qualified Stock Option Plan, As Amended.

         4.2      1997 Stock Option Plan.

         5        Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included
                  in their opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Powers of Attorney-included in signature page hereof.
                                                                   
 Item 9. Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i)To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                                      II-3
4
                           (ii)To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii)To include any material information with respect
                           to the plan of distribution not previously disclosed
                           in the Registration Statement or any material change
                           to such information in the Registration Statement;
                           provided, however, that paragraphs (a)(l)(i) and
                           (a)(l)(ii) do not apply if the registration statement
                           is on Form S-3 or Form S-8, and the information
                           required to be included in a post-effective amendment
                           by those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to section 13 or
                           section 15(d) of the Securities Exchange Act of 1934
                           that are incorporated by reference in the
                           Registration Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                      II-4
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jericho, New York on the 7 day of February, 1997.

                                             GRIFFON CORPORATION

                                             By: /s/ Robert Balemian
                                                ---------------------------
                                                     Robert Balemian
                                                     President and Director

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on February 7, 1997 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Harvey R. Blau and Robert Balemian, and each of them
acting individually, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable Griffon Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement including specifically, but not limited to, power and authority to
sign for us or any of us in our names in the capacities stated below, any and
all amendments (including post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in such connection, as
fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature                         Title
        ---------                         -----
/s/ Harvey R. Blau                        Chairman of the Board
-------------------------                 (Principal Executive Officer)
    Harvey R. Blau       

/s/ Robert Balemian                       President and Director
-------------------------                 (Principal Financial Officer)
    Robert Balemian      

/s/ Patrick Alesia                        Vice President and Treasurer
-------------------------                 (Principal Accounting Officer)
    Patrick Alesia       

/s/ Henry A. Alpert                       Director
-------------------------
    Henry A. Alpert

/s/ Bertrand M. Bell                      Director
-------------------------
    Bertrand M. Bell

/s/ Robert Bradley                        Director
-------------------------
    Robert Bradley

/s/ Abraham M. Buchman                    Director
-------------------------
    Abraham M. Buchman

/s/ Clarence A. Hill, Jr.                 Director
-------------------------
    Clarence A. Hill, Jr.

/s/ Ronald J. Kramer                      Director
-------------------------
    Ronald J. Kramer

/s/ James W. Stansberry                   Director
-------------------------
    James W. Stansberry

/s/ Martin S. Sussman                     Director
-------------------------
    Martin S. Sussman

/s/ William H. Waldorf                    Director
-------------------------
    William H. Waldorf

/s/ Lester L. Wolff                       Director
-------------------------
    Lester L. Wolff
II-5
6
                                EXHIBIT INDEX
                                -------------

       Item No.                  Description
       --------                  -----------
         4.1      1988 Non-Qualified Stock Option Plan, As Amended.

         4.2      1997 Stock Option Plan.

         5        Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1     Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included
                  in their opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Powers of Attorney-included in signature page hereof.