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 (Date of earliest event reported): August 3, 2006

                               GRIFFON CORPORATION
               (Exact Name of Registrant as Specified in Charter)

         Delaware                     1-6620                    11-1893410
(State or Other Jurisdiction        (Commission              (I.R.S. Employer
     of Incorporation)              File Number)          Identification 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)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition.

     On August 3, 2006, Griffon  Corporation (the  "Registrant")  issued a press
release  announcing  the  Registrant's  financial  results for the third  fiscal
quarter  ended  June 30,  2006.  A copy of the  Registrant's  press  release  is
attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

99.1.  Press Release, dated August 3, 2006

     The information  filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 2.02 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.



     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/Eric P. Edelstein
                                       Eric P. Edelstein
                                       Executive Vice President and
                                       Chief Financial Officer

Date:   August 3, 2006


                                  Exhibit Index

99.1.      Press release, dated August 3, 2006