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)


                             2001 STOCK OPTION PLAN

                            (Full title of the plans)

                           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 (1)       Price Per Share (2)       Offering Price (2)   Registration Fee
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                       <C>                   <C>
Common Stock,                1,250,000 shs.       $11.75                    $14,688,000           $3,672
par value $.25
per share together with
the associated Preferred
Share Purchase Rights
-----------------------------------------------------------------------------------------------------------------
<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 plans.
(2) 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 August 14, 2001,  pursuant to
Rule 457.
</FN>
</TABLE>
================================================================================
<PAGE>

                                     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, 2000;

     (2)  The Company's  Quarterly  Report on Form 10-Q for the fiscal  quarters
          ended December 31, 2000, March 31, 2001 and June 30, 2001;

     (3)  The Company's  Proxy  Statement  dated  December 28, 2000 for its 2001
          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 8. Exhibits.
        --------

     4.1  2001 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.



<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
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 15th day of August , 2001.

                                         GRIFFON CORPORATION

                                         By:    /s/ Harvey R. Blau
                                                -------------------------------
                                                 Harvey R. Blau
                                                 Chairman of the Board
                                                 (Principal Executive Officer)

                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on the 15th day of August,  2001 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
    Harvey R. Blau                  (Principal Executive Officer)

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

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

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

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

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


    --------------------            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/ Joseph J. Whalen                Director
    Joseph J. Whalen

/s/ Lester L. Wolff                 Director
    Lester L. Wolff
[{"type": "S-8", "sequence": "1", "filename": "gffs8sop2001-live.txt", "secsgml_size_bytes": 9916}]
{"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": "333-67760", "film-number": "1717547"}, "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"}}
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)

                             2001 STOCK OPTION PLAN

                            (Full title of the plans)

                           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 (1)       Price Per Share (2)       Offering Price (2)   Registration Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock,                1,250,000 shs.       $11.75                    $14,688,000           $3,672
par value $.25
per share together with
the associated Preferred
Share Purchase Rights
-----------------------------------------------------------------------------------------------------------------
(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 plans.
(2) 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 August 14, 2001,  pursuant to
Rule 457.
================================================================================
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, 2000;

     (2)  The Company's  Quarterly  Report on Form 10-Q for the fiscal  quarters
          ended December 31, 2000, March 31, 2001 and June 30, 2001;

     (3)  The Company's  Proxy  Statement  dated  December 28, 2000 for its 2001
          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 8. Exhibits.
        --------

     4.1  2001 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.
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 15th day of August , 2001.

                                         GRIFFON CORPORATION

                                         By:    /s/ Harvey R. Blau
                                                -------------------------------
                                                 Harvey R. Blau
                                                 Chairman of the Board
                                                 (Principal Executive Officer)

                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on the 15th day of August,  2001 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
    Harvey R. Blau                  (Principal Executive Officer)

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

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

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

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

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

    --------------------            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/ Joseph J. Whalen                Director
    Joseph J. Whalen

/s/ Lester L. Wolff                 Director
    Lester L. Wolff