gff_00.htm
 
 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934



Griffon Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)


                                                                                          ________389433102_________
(CUSIP Number)

Peter D. Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


______________________ February 8, 2008________________________
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  .


 
1
 


CUSIP No.  420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC                                                                                          I.D. No.  13-4044523
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
   00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
303,060 (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
303,060 (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
303,060 (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
1.01%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA
 
 
2
 
CUSIP No. 420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.                                                                I.D. No.  13-4044521
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
 00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
1,217,745 (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
1,255,745 (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
1,255,745 (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
4.20%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA, CO
 
 
3
 
CUSIP No.  420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Securities, Inc.                                                                                   I.D. No.  13-3379374
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
00-Client Funds
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   Delaware
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
2,000      (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
2,000       (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
2,000       (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
0.01%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO, IA
 
 
4
 
CUSIP No. 420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc.                                                                                                 I.D. No.  13-4008049
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
00 – Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   Delaware
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
 9,907     (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
9,907     (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
9,907     (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
0.03%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)                                                                                                
    IA, CO

 
5
 
CUSIP No. 420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.                                                                                                                                                I.D. No.  13-3056041
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
None
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
None
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
None
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.00%
 
14
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
6
 
CUSIP No. 420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc.                                                                                                                               I.D. No.  13-4007862
 
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
  New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
None
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
None
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
None
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.00%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
7
 
CUSIP No. 420261109
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)                                                                                                                                          (a)(a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   USA
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
None
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
None
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
None
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)   X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.00%
14
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IN

 
8
 
Item 1.                                Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Common Stock of Griffon Corporation (the “Issuer”), a Delaware corporation with principal offices located at 100 Jericho Quadrangle, Jericho, New York 11753.

Item 2.                                Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer.  These entities, except for LICT Corporation (“LICT”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships.  Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer.  Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive.  In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc.  (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, and LICT.  Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the parent company of GBL.  GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies.  As a part of its business, GSI may purchase or sell securities for its own account.  It is the immediate parent of Gabelli & Company. GSI is the general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P.  GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited (“GSIL”). GSIL provides investment advisory services to offshore funds and accounts.   GSIL is an investment advisor of Gabelli International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, and The Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”), which are registered investment companies.
Teton Advisors, a subsidiary of GBL, is an investment adviser which provides discretionary advisory services to The GAMCO Westwood Mighty Mitessm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood Small Cap Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds.  Mario Gabelli is the sole shareholder, director and employee of MJG Associates.   MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited and Gabelli Fund, LDC.  Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation.  Mario Gabelli is the President, a Trustee and the
Investment Manager of the Foundation.
 LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry.  LICT actively pursues new business ventures and acquisitions.  LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, reinvesting, or trading in securities.  Mario J. Gabelli is a director, and substantial shareholder of LICT.
Mario Gabelli is the majority stockholder and Chief Executive Officer of GGCP and Chairman and Chief Executive Officer of GBL.  GGCP is the majority shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO.  GBL is also the majority stockholder of GSI and the largest shareholder of Teton Advisors.  Gabelli & Company is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580.  Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580.  MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.  LICT is a Delaware corporation having its principal place of business at 401 Theodore Fremd Avenue, Rye, New York 10580.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.

Item 3.                                Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $28,896,127 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $22,376,184 and $6,365,777, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients.  GSI used approximately $27,828 of client funds to purchase the Securities reported by it.  Teton Advisors used approximately $126,338 of client funds to purchase the Securities reported by it.

Item 4.                                Purpose of Transaction
Each of the Reporting Persons has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both.
The Reporting Persons, with the exception of  Interactive, are engaged in the business of securities analysis and investment and pursue an investment philosophy of identifying undervalued situations.  In pursuing this investment philosophy, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management).  The Reporting Persons do not believe they possess material inside information concerning the Issuer.  As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties or with management in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values.  Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company’s capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer.  However, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the 1940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the 1940 Act, if required, and in accordance with other applicable law.  In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients.  Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities.  Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values.  Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options.  Exceptions may be made when management otherwise demonstrates superior sensitivity to the needs of shareholders.  In the event that the aggregate voting position of all joint filers shall exceed 25% of the total voting position of the issuer then the proxy voting committees of each of the Funds shall vote their Fund’s shares independently.
Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family.  Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.                                Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D relates is 1,570,712 shares, representing 5.26% of the approximately 29,888,806 shares outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended December 31, 2007. The Reporting Persons beneficially own those Securities as follows:
 
Name
Shares of
Common Stock
% of Class of
Common
 
Gabelli Funds
 
 
171,000
 
1.67%
GAMCO
321,979
3.14%
 
GSI
 
2,000
 
0.02%
 
Teton Advisors
 
30,000
 
0.29%

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons.  GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company.  GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 38,000 of its reported shares,  (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special  circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisers and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships.  Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.
(e) Not applicable.

Item 6.                                Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Teton Advisers, GAMCO, GSI and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds.

Item 7.                                Material to be Filed as an Exhibit
The following Exhibit A is attached hereto.  The following Exhibit B is incorporated by reference to Exhibit A in the Amendment No. 2 to Schedule 13D of the Reporting Persons with respect to Lifecore Biomedical, Inc.
Exhibit A:
Joint Filing Agreement
 

Exhibit B:
Powers of Attorney to Peter D. Goldstein, Christopher J. Michailoff, James E. McKee and Douglas R. Jamieson from Mario J. Gabelli
 
 





 
9
 

Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:                      February 19, 2008

GGCP, INC.
MARIO J. GABELLI
    GABELLI SECURITIES, INC.




By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact

 


             GABELLI FUNDS, LLC
 TETON ADVISORS, INC.

 

 

 

By:/s/ Bruce N. Alpert                                                                
     Bruce N. Alpert
     Chief Operating Officer – Gabelli Funds, LLC
        President – Teton Advisors, Inc.

 




GAMCO ASSET MANAGEMENT INC.
 GAMCO INVESTORS, INC.





By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
                   President & Chief Operating Officer – GAMCO Investors, Inc.
                                                                                           President – GAMCO Asset Management Inc.

 
10
 

                  Schedule I
                         Information with Respect to Executive
                    Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management, Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D.



 
 
11
 


GGCP, Inc.
Directors:
  
Vincent J. Amabile
 
               Mario J. Gabelli
 
Business Consultant
 
Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chief Executive Officer of LICT Corporation.
 
Marc J. Gabelli
 
Chairman of LGL Corporation
 
Matthew R. Gabelli
 
Vice President – Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
 
Charles C. Baum
 
 
 
 
               Douglas R. Jamieson
 
 Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223
 
See below
Joseph R. Rindler, Jr.
 
Account Executive for GAMCO Asset Management Inc.
               Fredric V. Salerno
Chairman; Former Vice Chairman and Chief Financial Officer
Verizon Communications
 
Vincent Capurso
Vice President Taxes, Barnes & Noble, Inc.
 
Vincent S. Tese
 
Former Director GAMCO Investors, Inc.
   
Officers:
  
Mario J. Gabelli
 Chief Executive Officer and Chief Investment Officer
 
Michael G. Chieco
Chief Financial Officer, Secretary
 
   
GAMCO Investors, Inc.
Directors:
  
 
               Edwin L. Artzt
 
 
 
 
Raymond C. Avansino
 
 
 
              Richard L. Bready
 
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
 
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
Reno, NV 89501
 
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
 
Mario J. Gabelli
 
               John D. Gabelli
See above
 
Senior Vice President
   
               Eugene R. McGrath
 
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
 
               Robert S. Prather
 
 
 
 
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Officers:
  
Mario J. Gabelli
 
Chairman and Chief Executive Officer
 
Douglas R. Jamieson
 
Henry G. Van der Eb
 
Diane LaPointe
 
Kieran Caterina
 
President and Chief Operating Officer
 
Senior Vice President
 
Acting Co-Chief Financial Officer
 
Acting Co-Chief Financial Officer
   
GAMCO Asset Management Inc.
Directors:
 
  
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
 
  
Officers:
 
  
Mario J. Gabelli
Chief Investment Officer – Value Portfolios
 
   
Douglas R. Jamieson
 
John Piontkowski
 
               Chistopher J. Michailoff
President
 
Chief Operating Officer & Chief Financial Officer
 
General Counsel and Secretary
 
Gabelli Funds, LLC
Officers:
 
  
Mario J. Gabelli
 
Chief Investment Officer – Value Portfolios
Bruce N. Alpert
Executive Vice President and Chief Operating Officer
 
 
 
 
Teton Advisors, Inc.
Directors:
 
  
Bruce N. Alpert
               Douglas R. Jamieson
 
See above
See above
Officers:
 
  
Bruce N. Alpert
President
 
   
Gabelli Securities, Inc.
 
  
Directors:
 
  
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358
 
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022
 
 
               Douglas R. Jamieson
 
 
President
 

Officers:
 
  
Douglas R. Jamieson
 
               Christopher J. Michailoff
 
               Kieran Caterina
See above
 
Secretary
 
Chief Financial Officer
 
 
Gabelli & Company, Inc.
Directors:
 
  
James G. Webster, III
See Above
 
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
 
 
Officers:
  
James G. Webster, III
Chairman & Interim President
 
Bruce N. Alpert
Vice President - Mutual Funds
 
   
 
LICT Corporation
401 Theodore Fremd Avenue Rye, NY 10580
 
  
Directors:
 
  
Mario J. Gabelli
 
See above - GGCP, Inc.
 
 
Glenn Angelillo
P.O. Box 128
New Canaan, CT 06840
 
 
              Alfred W. Fiore
The Ross Companies
1270 Avenue of the Americas
New York, NY 10020-1703
 
 
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
 
 
Gary L. Sugarman
 
Chief Executive Officer
Richfield Associates
400 Andrews Street
Rochester, NY 14604
Officers:
 
  
Mario J. Gabelli
 
Chairman
Robert E. Dolan
 
Interim President and Chief Executive Officer,
Chief Financial Officer
 
Thomas J. Hearity
 
General Counsel
 









 
12
 


                                   SCHEDULE II
                            INFORMATION WITH RESPECT TO
                 TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
                 SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
                                   SHARES PURCHASED        AVERAGE
                        DATE            SOLD(-)             PRICE(2)
 COMMON STOCK-GRIFFON CORPORATION
          GAMCO ASSET MANAGEMENT INC.
                       2/15/08            1,000-            9.1399
                       2/15/08           20,000             9.2248
                       2/14/08            2,000             9.6750
                       2/14/08            6,000             9.6847
                       2/13/08            2,220-            9.6049
                       2/13/08            2,000             9.4888
                       2/11/08            5,000             9.3918
                       2/11/08              500             9.4500
                       2/11/08              200             9.4100
                       2/11/08              500             9.3918
                       2/11/08            2,500             9.4950
                       2/08/08              500             9.6500
                       2/08/08           10,000             9.7850
                       2/08/08            5,100             9.5484
                       2/08/08           10,000             9.7250
                       2/07/08           10,000             9.4676
                       2/07/08            4,000             9.6580
                       2/07/08            1,200             9.4329
                       2/07/08            1,200             9.6700
                       2/07/08            1,300             9.3999
                       2/07/08           77,900             9.6643
                       2/07/08              500             9.4196
                       2/07/08            1,100            10.5400
                       2/07/08              900             9.5639
                       2/07/08            1,500             9.5489
                       2/07/08            1,600             9.5800
                       2/07/08            2,000             9.5439
                       2/07/08            3,200             9.5019
                       2/07/08              300             9.6100
                       2/07/08            1,000             9.5890
                       2/06/08            2,000            11.0795
                       2/05/08            2,000            10.9200
                       2/05/08           20,000            11.0500
                       2/04/08            1,200            11.3001
                       2/01/08            8,900            11.0362
                       2/01/08           65,000            11.2132
                       2/01/08            8,000            11.0103
                       1/31/08           20,000            10.6451
                       1/31/08            1,000            10.7020
                       1/30/08            3,000            10.4400
                       1/30/08            5,000            10.4300
                       1/29/08            1,000            10.2500
                       1/29/08            6,000            10.3383
                       1/22/08            1,000             9.7800
                       1/22/08            1,000             9.8000
                       1/18/08              300-           10.7198
                       1/18/08              300-           10.0998
                       1/18/08            1,000            10.7400
                       1/14/08            1,000            11.0500
                       1/07/08              200            11.5700
                       1/04/08            5,000            12.0040
                       1/03/08            5,000            12.4874
                       1/02/08           15,000            12.5379
                       1/02/08              200            12.4100
                      12/31/07            2,000-           12.6568
                      12/28/07            1,700-           12.8133
                      12/26/07            9,200-           13.1809
                      12/24/07            1,500            13.1900
                      12/24/07            5,000            13.2338
                      12/24/07            1,700-           13.2521
                      12/21/07            1,500            13.0500
                      12/21/07            1,500            13.0433
                      12/21/07            1,000-           12.9498
                      12/21/07              500-           12.8398
                      12/21/07            3,000-           12.7998
                      12/20/07           19,900            12.4949
                      12/20/07              400-           12.3223
                      12/20/07            1,000-           12.4098
                      12/20/07              300-           12.3898
                      12/20/07           10,000            12.4325
                      12/20/07           10,000            12.4325
                      12/19/07              500-           12.4299
                      12/19/07            2,800-           12.3280
                      12/19/07              600-           12.3281
                      12/19/07            1,500            12.4060
                      12/19/07              800-           12.3511
                      12/18/07            1,000            12.1200
                      12/18/07            4,000            12.1285
                      12/18/07            4,000-           12.1611
                      12/17/07              500-           12.0838
                      12/17/07            1,000-           12.0128
                      12/17/07            2,000            12.1497
                      12/17/07            3,000            12.1345
                      12/17/07              500            12.1200
                      12/13/07            8,000            12.5540
                      12/13/07            1,000-           12.4588
                      12/13/07            2,000            12.4859
                      12/11/07              500-           12.4578
                      12/10/07              600            12.4717
                      12/10/07            1,000-           12.3798
          GABELLI SECURITIES, INC.
        
              GABELLI ASSOCIATES LTD
                      12/11/07            8,700-           12.5048
              GABELLI ASSOCIATES FUND
                      12/11/07           10,600-           12.5048
          GABELLI FUNDS, LLC.
              GABELLI SMALL CAP GROWTH FUND
                       2/12/08           15,000             9.4907
                       2/08/08           50,000             9.5346
                       2/05/08            5,900            11.2697
                       2/04/08           19,100            11.2900
                      12/28/07            4,500            13.0900
                      12/27/07           15,500            13.0862
                 
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
    ON THE NYSE.
                 
(2) PRICE EXCLUDES COMMISSION.


 
13
 

Exhibit A
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Griffon Corporation, and that this Agreement be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this February 19, 2008.

 
MARIO J. GABELLI
GGCP, INC.
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
LICT CORPORATION
 
 
 
By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact
 
 
 
 
GABELLI FUNDS, LLC
TETON ADVISORS, INC.
 
 
By: /s/ Bruce N. Alpert__________________________
       Bruce N. Alpert
       Chief Operating Officer – Gabelli Funds, LLC
       President – Teton Advisors, Inc.
 
 
 
 
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
GABELLI & COMPANY, INC.
 
 
 
 
By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     President & Chief Operating Officer – GAMCO Investors, Inc.
     President – GAMCO Asset Management Inc.
   


 
14