Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    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,  Suite 224, Jericho,  New York          11753
   (Address of Principal Executive Offices)                   (Zip Code)

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

      Eric Edelstein, Executive Vice President and Chief Financial Officer
                               Griffon Corporation
                             100 Jericho Quadrangle
                                    Suite 224
                             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:
                             Gary T. Moomjian, Esq.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                                    Suite 225
                             Jericho, New York 11753
                                 (516) 822-4820


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

      Title of
    Each Class of       Amount To
  Securities To Be    Be Registered   Proposed Maximum Offering   Proposed Maximum Aggregate        Amount of
     Registered            (1)           Price Per Share (2)          Offering Price (2)        Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>                        <C>                        <C>
Common Stock, par        250,000               $22.94                     $5,735,000                 $613.65
value $.25
--------------------------------------------------------------------------------------------------------------------

<FN>

(1) 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 options.

(2) Based upon the exercise price per share of the option.
</FN>

</TABLE>



                                EXPLANATORY NOTE


     This  Registration  Statement relates to the registration of 250,000 shares
of  Common  Stock,  par  value  $.25 per  share,  of  Griffon  Corporation  (the
"Registrant")  reserved for issuance upon the exercise of options granted by the
Registrant to Eric P. Edelstein on March 1, 2005. Mr. Edelstein holds options to
purchase an aggregate  250,000  shares of Common  Stock at an exercise  price of
$22.94 per share,  the closing  price of the Common  Stock on the New York Stock
Exchange on the date of grant.  The options  have a term of seven years and were
issued by the  Registrant  in order to induce  Mr.  Edelstein  to enter  into an
employment agreement with the Registrant.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.


     The Registrant hereby incorporates by reference the documents listed below.
In addition, all documents and reports subsequently filed by the Registrant with
the Securities and Exchange  Commission  pursuant to Section 13(a), 13(c), 14 or
15(d) of the  Exchange  Act of 1934  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement,  which indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained  herein or in any document  incorporated or
deemed to be incorporated by reference  herein 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 other subsequently filed document that also
is or is deemed to be  incorporated  by reference  herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to  constitute  a part of this  Registration  Statement,  except as  modified or
superseded.

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 2005;

     (2)  The Registrant's  Proxy Statement dated December 28, 2005 for its 2006
          Annual Meeting of Stockholders;


                                       2
<PAGE>



     (3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          December 31, 2005;


     (4)  The Registrant's Current Report on Form 8-K (Date of Report:  November
          3, 2005) filed on November 3, 2005;

     (5)  The Registrant's Current Report on Form 8-K (Date of Report:  November
          3, 2005) filed on November 8, 2005;

     (6)  The Registrant's Current Report on Form 8-K (Date of Report:  December
          15, 2005) filed on December 20, 2005;

     (7)  The Registrant's Current Report on Form 8-K (Date of Report:  February
          3, 2006) filed on February 3, 2006;

     (8)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement on Form 8-A,  dated  January 19,
          1993, including any amendment(s) or report(s) filed for the purpose of
          updating such description; and

     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.


     Edward I. Kramer is a member of the law firm of Kramer, Coleman,  Wactlar &
Lieberman,  P.C. ("KCW&L"),  counsel to the Registrant.  As of January 20, 2006,
Mr. Kramer  beneficially  owns 86,402 shares of Common Stock of the  Registrant,
which includes 326 shares owned by Mr. Kramer's wife,  5,926 shares allocated to
Mr. Kramer under Kramer,  Coleman,  Wactlar & Lieberman,  P.C.'s Profit  Sharing
Plan (but  excluding  the other  shares held by the Profit  Sharing  Plan),  and
options  exercisable within 60 days to purchase 50,000 shares of Common Stock of
the Registrant granted to Mr. Kramer pursuant to the Registrant's  various stock
option plans.


                                       3

<PAGE>

Item 6.    Indemnification of Directors and Officers.


     Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant,  each person who is or was a director  or officer of the  Registrant
shall  be  indemnified  by the  Registrant  as of right  to the  fullest  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  Registrant,  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 a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  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  Registrant,  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
Registrant, or if such suit is settled, such a person shall 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
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance of his duty to the  Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The officers and directors of the  Registrant  are covered by officers' and
directors' liability insurance.  The Registrant has entered into Indemnification
Agreements  with  its  directors  and  officers.   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, as defined.


Item 7.    Exemption from Registration Claimed.


     Not applicable.


Item 8.    Exhibits.


4.1.       Non-Qualified Stock Option Agreement
5.1.       Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.
23.1.      Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in
           their opinion filed as Exhibit 5.1
23.2.      Consent of PricewaterhouseCoopers LLP
24.        Powers of Attorney - included in signature page hereof


                                       4


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) 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 20 percent  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:

     (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (ss. 239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and

     (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of his section do not
apply if the registration statement is on Form S-3 (ss. 239.13 of this chapter)
or Form F-3 (ss. 239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission 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, or is contained in a
form or prospectus filed pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) that is part of 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.


                                       5
<PAGE>


     (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 final  adjudication  of such
issue.




                                       6
<PAGE>


                                   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 of the
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 the City of Jericho, State of New York, on February 9, 2006.

                                            GRIFFON CORPORATION

                                        By: /s/ Harvey R. Blau
                                            ------------------------------
                                            Harvey R. Blau
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)



     Each person whose signature  appears below  constitutes and appoints Harvey
R.  Blau  and  Eric  P.  Edelstein,  and  each  of  them,  with  full  power  of
substitution,  his true and lawful attorney-in-fact and agents to do any and all
acts and things in his name and on his behalf in his 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 him in his name in the  capacities
stated  below,  any and all  amendments  (including  post-effective  amendments)
thereto,  granting unto said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

         Signature                        Title                        Date

/s/Harvey R. Blau                                                    2/9/2006
------------------------  Chairman and Chief Executive Officer     -------------
 Harvey R. Blau           (Principal Executive Officer)


/s/Eric P. Edelstein      Executive Vice President and Chief          2/9/2006
------------------------  Financial Officer (Principal Financials  -------------
Eric P. Edelstein         and Accounting Officer)


/s/Patrick L. Alesia      Vice President, Treasurer and Secretary     2/9/2006
------------------------                                           -------------
Patrick L. Alesia


/s/Henry A. Alpert        Director                                    2/9/2006
------------------------                                           -------------
Henry A. Alpert


/s/ Bertrand M. Bell      Director                                    2/9/2006
------------------------                                           -------------
Bertrand M. Bell


/s/ Blaine V. Fogg        Director                                    2/9/2006
------------------------                                           -------------
Blaine V. Fogg


/s/Robert G.Harrison      Director                                    2/9/2006
------------------------                                           -------------
Robert G. Harrison


/s/ Clarence A. Hill, Jr. Director                                   2/9/2006
------------------------                                           -------------
Clarence A. Hill, Jr.


                                       7


<PAGE>



/s/Ronald J. Kramer       Director                                   2/9/2006
------------------------                                           -------------
Ronald J. Kramer


/s/Donald J. Kutyna       Director                                   2/9/2006
------------------------                                           -------------
Donald J. Kutyna


                          Director
------------------------                                           -------------
James W. Stansberry


/s/Martin S. Sussman      Director                                   2/9/2006
------------------------                                           -------------
Martin S. Sussman


/s/William H. Waldorf     Director                                   2/9/2006
------------------------                                           -------------
William H. Waldorf


/s/Joseph J. Whalen       Director                                   2/9/2006
------------------------                                           -------------
Joseph J. Whalen


/s/Lester L. Wolff        Director                                   2/9/2006
------------------------                                           -------------
Lester L. Wolff




                                       8
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Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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,  Suite 224, Jericho,  New York          11753
   (Address of Principal Executive Offices)                   (Zip Code)

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

      Eric Edelstein, Executive Vice President and Chief Financial Officer
                               Griffon Corporation
                             100 Jericho Quadrangle
                                    Suite 224
                             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:
                             Gary T. Moomjian, Esq.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                                    Suite 225
                             Jericho, New York 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE

      Title of
    Each Class of       Amount To
  Securities To Be    Be Registered   Proposed Maximum Offering   Proposed Maximum Aggregate        Amount of
     Registered            (1)           Price Per Share (2)          Offering Price (2)        Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par        250,000               $22.94                     $5,735,000                 $613.65
value $.25
--------------------------------------------------------------------------------------------------------------------
(1) 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 options.

(2) Based upon the exercise price per share of the option.
EXPLANATORY NOTE

     This  Registration  Statement relates to the registration of 250,000 shares
of  Common  Stock,  par  value  $.25 per  share,  of  Griffon  Corporation  (the
"Registrant")  reserved for issuance upon the exercise of options granted by the
Registrant to Eric P. Edelstein on March 1, 2005. Mr. Edelstein holds options to
purchase an aggregate  250,000  shares of Common  Stock at an exercise  price of
$22.94 per share,  the closing  price of the Common  Stock on the New York Stock
Exchange on the date of grant.  The options  have a term of seven years and were
issued by the  Registrant  in order to induce  Mr.  Edelstein  to enter  into an
employment agreement with the Registrant.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference the documents listed below.
In addition, all documents and reports subsequently filed by the Registrant with
the Securities and Exchange  Commission  pursuant to Section 13(a), 13(c), 14 or
15(d) of the  Exchange  Act of 1934  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement,  which indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained  herein or in any document  incorporated or
deemed to be incorporated by reference  herein 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 other subsequently filed document that also
is or is deemed to be  incorporated  by reference  herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to  constitute  a part of this  Registration  Statement,  except as  modified or
superseded.

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 2005;

     (2)  The Registrant's  Proxy Statement dated December 28, 2005 for its 2006
          Annual Meeting of Stockholders;

                                       2
(3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          December 31, 2005;

     (4)  The Registrant's Current Report on Form 8-K (Date of Report:  November
          3, 2005) filed on November 3, 2005;

     (5)  The Registrant's Current Report on Form 8-K (Date of Report:  November
          3, 2005) filed on November 8, 2005;

     (6)  The Registrant's Current Report on Form 8-K (Date of Report:  December
          15, 2005) filed on December 20, 2005;

     (7)  The Registrant's Current Report on Form 8-K (Date of Report:  February
          3, 2006) filed on February 3, 2006;

     (8)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement on Form 8-A,  dated  January 19,
          1993, including any amendment(s) or report(s) filed for the purpose of
          updating such description; and

     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.

     Edward I. Kramer is a member of the law firm of Kramer, Coleman,  Wactlar &
Lieberman,  P.C. ("KCW&L"),  counsel to the Registrant.  As of January 20, 2006,
Mr. Kramer  beneficially  owns 86,402 shares of Common Stock of the  Registrant,
which includes 326 shares owned by Mr. Kramer's wife,  5,926 shares allocated to
Mr. Kramer under Kramer,  Coleman,  Wactlar & Lieberman,  P.C.'s Profit  Sharing
Plan (but  excluding  the other  shares held by the Profit  Sharing  Plan),  and
options  exercisable within 60 days to purchase 50,000 shares of Common Stock of
the Registrant granted to Mr. Kramer pursuant to the Registrant's  various stock
option plans.

                                       3
Item 6.    Indemnification of Directors and Officers.

     Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant,  each person who is or was a director  or officer of the  Registrant
shall  be  indemnified  by the  Registrant  as of right  to the  fullest  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  Registrant,  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 a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  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  Registrant,  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
Registrant, or if such suit is settled, such a person shall 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
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance of his duty to the  Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The officers and directors of the  Registrant  are covered by officers' and
directors' liability insurance.  The Registrant has entered into Indemnification
Agreements  with  its  directors  and  officers.   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, as defined.

Item 7.    Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

4.1.       Non-Qualified Stock Option Agreement
5.1.       Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.
23.1.      Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in
           their opinion filed as Exhibit 5.1
23.2.      Consent of PricewaterhouseCoopers LLP
24.        Powers of Attorney - included in signature page hereof

                                       4

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) 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 20 percent  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:

     (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (ss. 239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and

     (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of his section do not
apply if the registration statement is on Form S-3 (ss. 239.13 of this chapter)
or Form F-3 (ss. 239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission 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, or is contained in a
form or prospectus filed pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) that is part of 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.

                                       5
(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 final  adjudication  of such
issue.

                                       6
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 of the
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 the City of Jericho, State of New York, on February 9, 2006.

                                            GRIFFON CORPORATION

                                        By: /s/ Harvey R. Blau
                                            ------------------------------
                                            Harvey R. Blau
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)

     Each person whose signature  appears below  constitutes and appoints Harvey
R.  Blau  and  Eric  P.  Edelstein,  and  each  of  them,  with  full  power  of
substitution,  his true and lawful attorney-in-fact and agents to do any and all
acts and things in his name and on his behalf in his 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 him in his name in the  capacities
stated  below,  any and all  amendments  (including  post-effective  amendments)
thereto,  granting unto said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

         Signature                        Title                        Date

/s/Harvey R. Blau                                                    2/9/2006
------------------------  Chairman and Chief Executive Officer     -------------
 Harvey R. Blau           (Principal Executive Officer)

/s/Eric P. Edelstein      Executive Vice President and Chief          2/9/2006
------------------------  Financial Officer (Principal Financials  -------------
Eric P. Edelstein         and Accounting Officer)

/s/Patrick L. Alesia      Vice President, Treasurer and Secretary     2/9/2006
------------------------                                           -------------
Patrick L. Alesia

/s/Henry A. Alpert        Director                                    2/9/2006
------------------------                                           -------------
Henry A. Alpert

/s/ Bertrand M. Bell      Director                                    2/9/2006
------------------------                                           -------------
Bertrand M. Bell

/s/ Blaine V. Fogg        Director                                    2/9/2006
------------------------                                           -------------
Blaine V. Fogg

/s/Robert G.Harrison      Director                                    2/9/2006
------------------------                                           -------------
Robert G. Harrison

/s/ Clarence A. Hill, Jr. Director                                   2/9/2006
------------------------                                           -------------
Clarence A. Hill, Jr.

                                       7
/s/Ronald J. Kramer       Director                                   2/9/2006
------------------------                                           -------------
Ronald J. Kramer

/s/Donald J. Kutyna       Director                                   2/9/2006
------------------------                                           -------------
Donald J. Kutyna

                          Director
------------------------                                           -------------
James W. Stansberry

/s/Martin S. Sussman      Director                                   2/9/2006
------------------------                                           -------------
Martin S. Sussman

/s/William H. Waldorf     Director                                   2/9/2006
------------------------                                           -------------
William H. Waldorf

/s/Joseph J. Whalen       Director                                   2/9/2006
------------------------                                           -------------
Joseph J. Whalen

/s/Lester L. Wolff        Director                                   2/9/2006
------------------------                                           -------------
Lester L. Wolff

                                       8