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 (Date of Earliest Event Reported): August 3, 2005

                               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 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)

                     

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 240.14a-12)

[ ] 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, 2005, Griffon  Corporation (the  "Registrant")  issued a press
release  announcing the  Registrant's  financial  results for the fiscal quarter
ended June 30, 2005. A copy of the Registrant's press release is attached hereto
as Exhibit 99.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c)     EXHIBITS

        99.1 Press Release dated August 3, 2005

     The  information  filed as Exhibit 99.1 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.






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                                   SIGNATURES
                                   
     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 Edelstein
                                      --------------------------------
                                      Eric Edelstein
                                      Executive Vice President and
                                      Chief Financial Officer


Date:  August 3, 2005




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                                  EXHIBIT INDEX

         99.1     Press release dated August 3, 2005.