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
incorporation or organization)                               Identification No.)

100 JERICHO QUADRANGLE, JERICHO,  NEW YORK                         11753
 (Address of principal executive offices)                       (Zip Code)


            1998 EMPLOYEE & DIRECTOR STOCK OPTION PLAN, AS AMENDED

                         (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:

                            NANCY D. LIEBERMAN, ESQ.
                   KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                (516) 822-4820
<TABLE>
<CAPTION>

                         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
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                    <C>                       <C>
Common Stock,            400,000 shs.(3)(4)         $13.75                 $5,500,000               $506
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 January 23, 2003, pursuant to Rule 457.
(3) Represents additional shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.
(4) Pursuant to Rule 457, a registration fee of $506 is payable with respect
to the additional 400,000 shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.

</FN>
</TABLE>


<PAGE>




               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, 2002;

     (2) The  Company's  Proxy  Statement  dated  December 30, 2002 for its 2003
annual meeting of stockholders;

     (3) 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; and

     (4) 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.
         ---------------------------------------

         Edward I. Kramer,  a member of the law firm of Kramer,  Coleman,
Wactlar & Lieberman,  P.C.  ("KCW&L") is Vice President - Administration  and
Secretary of the Registrant.  As of November 30, 2002, Mr. Kramer  beneficially
owns 140,857 shares of Common Stock,  including 326 shares owned by Mr. Kramer's
wife,  5,926 shares allocated to Mr. Kramer under the Blau, Kramer, Wactlar &
Lieberman, P.C. Profit  Sharing Plan (the prior name of  KCW&L)(but  excluding
the other shares held by the Blau,  Kramer,  Wactlar & Lieberman,  P.C. Profit
Sharing Plan), and options  exercisable  within 60 days to purchase  101,250
shares of Common Stock granted to Mr. Kramer pursuant to the Registrant's
various stock option plans.


                                      II-2

<PAGE>



Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

                  Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right 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 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
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 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 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 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  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      1998 Employee and Director Stock Option Plan, as amended
 5        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
23.2      Consent of PricewaterhouseCoopers 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:

                                      II-3

<PAGE>


                           (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;

                           (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 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 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 final adjudication of such issue.




                                      II-4

<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 27th day of January, 2003.

                        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 27th day of January,
2003 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\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\Joseph J. Whalen
---------------------------------------------------Director
     Joseph J. Whalen

  \s\Lester L. Wolff
---------------------------------------------------Director
     Lester L. Wolff
[{"type": "S-8", "sequence": "1", "filename": "griffons8edp.txt", "description": "SECURITIES OFFERED TO EMPLOYEES", "secsgml_size_bytes": 18353}]
{"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": "333-102742", "film-number": "03526239"}, "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
incorporation or organization)                               Identification No.)

100 JERICHO QUADRANGLE, JERICHO,  NEW YORK                         11753
 (Address of principal executive offices)                       (Zip Code)

            1998 EMPLOYEE & DIRECTOR STOCK OPTION PLAN, AS AMENDED

                         (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:

                            NANCY D. LIEBERMAN, ESQ.
                   KRAMER, COLEMAN, 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,            400,000 shs.(3)(4)         $13.75                 $5,500,000               $506
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 January 23, 2003, pursuant to Rule 457.
(3) Represents additional shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.
(4) Pursuant to Rule 457, a registration fee of $506 is payable with respect
to the additional 400,000 shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.
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, 2002;

     (2) The  Company's  Proxy  Statement  dated  December 30, 2002 for its 2003
annual meeting of stockholders;

     (3) 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; and

     (4) 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.
         ---------------------------------------

         Edward I. Kramer,  a member of the law firm of Kramer,  Coleman,
Wactlar & Lieberman,  P.C.  ("KCW&L") is Vice President - Administration  and
Secretary of the Registrant.  As of November 30, 2002, Mr. Kramer  beneficially
owns 140,857 shares of Common Stock,  including 326 shares owned by Mr. Kramer's
wife,  5,926 shares allocated to Mr. Kramer under the Blau, Kramer, Wactlar &
Lieberman, P.C. Profit  Sharing Plan (the prior name of  KCW&L)(but  excluding
the other shares held by the Blau,  Kramer,  Wactlar & Lieberman,  P.C. Profit
Sharing Plan), and options  exercisable  within 60 days to purchase  101,250
shares of Common Stock granted to Mr. Kramer pursuant to the Registrant's
various stock option plans.

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

                  Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right 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 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
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 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 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 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  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      1998 Employee and Director Stock Option Plan, as amended
 5        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
23.2      Consent of PricewaterhouseCoopers 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:

                                      II-3
(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;

                           (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 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 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 final adjudication of such issue.

                                      II-4
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 27th day of January, 2003.

                        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 27th day of January,
2003 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\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\Joseph J. Whalen
---------------------------------------------------Director
     Joseph J. Whalen

  \s\Lester L. Wolff
---------------------------------------------------Director
     Lester L. Wolff