UNITED STATES
                       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:  August 3, 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)                                                        No.)



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 12. Results of Operations and Financial Condition

     On August 3, 2004, Griffon  Corporation (the  "Registrant")  issued a press
release  announcing the Registrant's  financial results for the quarter and nine
months ended June 30, 2004. 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
Exchange Act of 1934, as amended (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,  as
amended, 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 hereunto duly authorized.


                                           GRIFFON CORPORATION



                                           By: /s/Robert Balemian
                                              ---------------------------
                                              Robert Balemian, President


Dated:  August 4, 2004






















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                                  Exhibit Index

     99.1    Press release dated August 3, 2004 issued by Griffon Corporation.