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)

         (Former name or former address, if changed since last report.)

Item 7.       Financial Statements and Exhibits.


      99.1    Press release dated February 5, 2004 issued by Griffon Corporation

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.



         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