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 STOCK OPTION PLAN
                  SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
             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,                            1,000,000 shs.(3)                $10.28              $10,280,000             $3,033
par value $.25
per share together with
the associated Preferred
Share Purchase Rights

Common Stock,                              500,000 shs.(4)                $10.28               $5,140,000             $1,517
par value $.25
per share together with
the associated Preferred
Share Purchase Rights

Common Stock,                            1,350,000 shs(5)                 $10.28              $13,878,000             $4,094
par value $.25
per share together with
the associated Preferred
Share Purchase Rights
<PAGE>
--------------------------------------------------------------------------------
<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 20, 1998, pursuant
     to Rule 457.
(3)  Represents  shares of Common Stock issuable  under the Griffon  Corporation
     1998 Stock Option Plan.
(4)  Represents  shares of Common Stock issuable  under the Griffon  Corporation
     Senior Management Incentive Compensation Plan.
(5)  Represents  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.
         ---------------------------------------
     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, 1997;

(2)  The Company's  Quarterly  Report on Form 10-Q for the fiscal quarters ended
     December 31, 1997, March 31, 1998 and June 30, 1998;

(3)  The Company's  Proxy  Statement dated December 19, 1997 for its 1998 annual
     meeting of stockholders.

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

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

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

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

Item 4.   Description of Securities.
          -------------------------
     Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the Registrant. As of August 18, 1998, Mr. Blau owns 418,657 shares of Common
Stock,  and  2,465,000  options to  purchase  Common  Stock  granted to Mr. Blau
pursuant to the Registrant's  various stock option plans. Edward I. Kramer, also
a member of BKW&L,  is Vice  President,  Administration  and  Secretary  for the
Registrant.  As of August 18,  1998,  Mr.  Kramer owns  40,500  shares of Common
Stock,  and 50,000  options  to  purchase  Common  Stock  granted to Mr.  Kramer
pursuant to the Registrant's various stock option plans.
<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Under provisions of the Certificate of Incorporation and the By-Laws of the
Company,  each  person who is or was a director or officer of the Company may be
indemnified  by the Company to the full extent  permitted or  authorized  by the
General Corporation Law of the State of Delaware.

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

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

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

     The Company and its  officers  and  directors  are covered by officers  and
directors  liability  insurance.  The  policy  coverage  is  $30,000,000,  which
includes  reimbursement for costs and fees. There is a maximum  deductible under
the  policy  of  $100,000   for  each  claim.   The  Company  has  entered  into
Indemnification  Agreements  with 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 Stock Option Plan.
     4.2  Senior Management Incentive Compensation Plan.
     4.3  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.

 Item 9.  Undertakings.
          ------------
     (a)  The undersigned Registrant hereby undertakes:
<PAGE>
          (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 a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.
<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 26th day of August, 1998.

                                         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 26th day of August,  1998 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/     Robert Bradley 
------------------------              Director
        Robert Bradley

/S/     Abraham M. Buchman
--------------------------            Director
        Abraham M. Buchman

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

/S/     Ronald J. Kramer  
------------------------              Director
        Ronald J. Kramer

/S/     James W. Stansberry 
---------------------------           Director
        James W. Stansberry

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

/S/     William H. Waldorf 
--------------------------            Director
        William H. Waldorf

/S/     Lester L. Wolff
-----------------------               Director
        Lester L. Wolff
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20125}]
{"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": "333-62319", "film-number": "98698608"}, "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 STOCK OPTION PLAN
                  SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
             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,                            1,000,000 shs.(3)                $10.28              $10,280,000             $3,033
par value $.25
per share together with
the associated Preferred
Share Purchase Rights

Common Stock,                              500,000 shs.(4)                $10.28               $5,140,000             $1,517
par value $.25
per share together with
the associated Preferred
Share Purchase Rights

Common Stock,                            1,350,000 shs(5)                 $10.28              $13,878,000             $4,094
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 20, 1998, pursuant
     to Rule 457.
(3)  Represents  shares of Common Stock issuable  under the Griffon  Corporation
     1998 Stock Option Plan.
(4)  Represents  shares of Common Stock issuable  under the Griffon  Corporation
     Senior Management Incentive Compensation Plan.
(5)  Represents  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.
         ---------------------------------------
     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, 1997;

(2)  The Company's  Quarterly  Report on Form 10-Q for the fiscal quarters ended
     December 31, 1997, March 31, 1998 and June 30, 1998;

(3)  The Company's  Proxy  Statement dated December 19, 1997 for its 1998 annual
     meeting of stockholders.

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

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

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

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

Item 4.   Description of Securities.
          -------------------------
     Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
     Harvey  R.  Blau,  a  member  of the law firm of Blau,  Kramer,  Wactlar  &
Lieberman,  P.C.  ("BKW&L") is Chairman of the Board and Chief Executive Officer
of the Registrant. As of August 18, 1998, Mr. Blau owns 418,657 shares of Common
Stock,  and  2,465,000  options to  purchase  Common  Stock  granted to Mr. Blau
pursuant to the Registrant's  various stock option plans. Edward I. Kramer, also
a member of BKW&L,  is Vice  President,  Administration  and  Secretary  for the
Registrant.  As of August 18,  1998,  Mr.  Kramer owns  40,500  shares of Common
Stock,  and 50,000  options  to  purchase  Common  Stock  granted to Mr.  Kramer
pursuant to the Registrant's various stock option plans.
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Under provisions of the Certificate of Incorporation and the By-Laws of the
Company,  each  person who is or was a director or officer of the Company may be
indemnified  by the Company to the full extent  permitted or  authorized  by the
General Corporation Law of the State of Delaware.

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

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

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

     The Company and its  officers  and  directors  are covered by officers  and
directors  liability  insurance.  The  policy  coverage  is  $30,000,000,  which
includes  reimbursement for costs and fees. There is a maximum  deductible under
the  policy  of  $100,000   for  each  claim.   The  Company  has  entered  into
Indemnification  Agreements  with 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 Stock Option Plan.
     4.2  Senior Management Incentive Compensation Plan.
     4.3  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.

 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 a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.
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 26th day of August, 1998.

                                         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 26th day of August,  1998 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/     Robert Bradley 
------------------------              Director
        Robert Bradley

/S/     Abraham M. Buchman
--------------------------            Director
        Abraham M. Buchman

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

/S/     Ronald J. Kramer  
------------------------              Director
        Ronald J. Kramer

/S/     James W. Stansberry 
---------------------------           Director
        James W. Stansberry

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

/S/     William H. Waldorf 
--------------------------            Director
        William H. Waldorf

/S/     Lester L. Wolff
-----------------------               Director
        Lester L. Wolff