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)


             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:
                            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,                  400,000 shs.(3)(4)           $7.625                        $2,988,000          $848
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 2, 1999,  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 $848 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>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------
     This  Registration  Statement  on Form S-8 is being  filed to  register  an
additional  400,000  shares of Common Stock  available  for  issuance  under the
Registrant's  1998  Employee and Director  Stock  Option  Plan,  as amended.  An
initial  Registration   Statement  on  Form  S-8  (Registration   Statement  No.
333-62319) was previously  filed with respect to that plan and the  Registrant's
1998 Stock Option Plan and Senior Management  Incentive  Compensation  Plan. The
contents  of such  earlier  Registration  Statement  No.  333-62319  are  hereby
incorporated by reference.

     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  1998 Employee & Director Stock Option Plan, as amended.
     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 29th day of July 1999.

                                         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 29th day of July, 1999 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

     ______________________              Director
         Abraham M. Buchman

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

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

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

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

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

     /s/ Lester L. Wolff                 Director
         Lester L. Wolff
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10043}]
{"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", "file-number": "333-84409", "film-number": "99677139"}, "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)

             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:
                            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,                  400,000 shs.(3)(4)           $7.625                        $2,988,000          $848
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 2, 1999,  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 $848 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.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------
     This  Registration  Statement  on Form S-8 is being  filed to  register  an
additional  400,000  shares of Common Stock  available  for  issuance  under the
Registrant's  1998  Employee and Director  Stock  Option  Plan,  as amended.  An
initial  Registration   Statement  on  Form  S-8  (Registration   Statement  No.
333-62319) was previously  filed with respect to that plan and the  Registrant's
1998 Stock Option Plan and Senior Management  Incentive  Compensation  Plan. The
contents  of such  earlier  Registration  Statement  No.  333-62319  are  hereby
incorporated by reference.

     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  1998 Employee & Director Stock Option Plan, as amended.
     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 29th day of July 1999.

                                         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 29th day of July, 1999 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

     ______________________              Director
         Abraham M. Buchman

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

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

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

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

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

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