SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                        Date of Report: February 5, 2004
                        (Date of earliest event reported)

                               Griffon Corporation
 _____________________________________________________________________________

             (Exact name of registrant as specified in its charter)



 Delaware                          1-6620                     11-1893410
______________________________________________________________________________
(State or other                  (Commission                (IRS Employer
jurisdiction of                  File Number)               Identification
incorporation)                                                 Number)



100 Jericho Quadrangle, Jericho,  New York                     11753
______________________________________________________________________________
(Address of principal executive offices)                    (Zip Code)


                                 (516) 938-5544
 _____________________________________________________________________________
               (Registrant's telephone number including area code)

                                       N/A
 _____________________________________________________________________________
         (Former name or former address, if changed since last report.)







Item 7.       Financial Statements and Exhibits.

Exhibits

      99.1    Press release dated February 5, 2004 issued by Griffon Corporation
              ("Registrant").


Item 12. Results of Operations and Financial Condition

     On February 5, 2004, the Registrant  issued a press release  announcing the
Registrant's  financial results for the first quarter ended December 31, 2003. A
copy of the Registrant's press release is attached hereto as Exhibit 99.1.

     The information in this Form 8-K is being furnished under Item 12 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities and
Exchange  Act  of  1934  (the  "Exchange  Act"),  or  otherwise  subject  to the
liabilities of such section,  nor shall such information be deemed  incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.

























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                                    SIGNATURE
                                    ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      GRIFFON CORPORATION


                                      By: /s/Robert Balemian
                                          -------------------

Dated:  February 6, 2004





























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