UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                              GRIFFON CORPORATION
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock, $ .25 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    398433102
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2008
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 11



-----------------------
  CUSIP No. 398433102                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               0
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               0

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           0


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           .0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 11


-----------------------
  CUSIP No. 398433102                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

      Global Securities Services, a separate business unit within and across
      Goldman, Sachs & Co. and Goldman Sachs International, each of which is
      a direct or indirect subsidiary of The Goldman Sachs Group, Inc.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York and London

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               0
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               0

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           0


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           .0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD

------------------------------------------------------------------------------



                                Page 3 of 11



Item 1(a).         Name of Issuer:
                   GRIFFON CORPORATION

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   100 JERICHO QUADRANGLE
                   JERICHO, NY 11753

Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   Global Securities Services, a separate business unit within
                   and across Goldman, Sachs & Co. and Goldman Sachs
                   International, each of which is a direct or indirect
                   subsidiary of The Goldman Sachs Group, Inc.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.:
                   85 Broad Street
                   New York, NY  10004

                   Goldman Sachs International:
                   133 Fleet Street
                   London EC4A 2BB
                   England


Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York
                   GOLDMAN SACHS INTERNATIONAL - London

Item 2(d).         Title of Class of Securities:
                   Common Stock, $ .25 par value

Item 2(e).         CUSIP Number:
                   398433102

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[ ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 4 of 11

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                   If this statement is being filed to report the fact that as
                   of the date hereof the reporting persons have ceased to be
                   the beneficial owners of more than five percent of the class
                   of securities, check the following [X].

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable


Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------


 * In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially  owned by Global  Securities  Services,  a separate  business  unit
within and across Goldman, Sachs & Co. and Goldman Sachs International,  each of
which is a direct or  indirect  subsidiary  of The  Goldman  Sachs  Group,  Inc.
("GSS"),  resulting  from GSS  holding  title to such  securities  as a  secured
creditor  under a  transfer  of title  financial  collateral  arrangement  under
English Law. This  filing  does  not  reflect  securities,  if  any,
beneficially owned by any other separate business units of Goldman,  Sachs & Co,
Goldman Sachs International and/or The Goldman Sachs Group, Inc. whose ownership
is disaggregated from that of GSS in accordance with the Release.  GSS disclaims
beneficial ownership of any securities beneficially owned by any client accounts
with respect to which GSS or its employees have voting or investment discretion,
or both.




                               Page 5 of 11


                                    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.

Date:  February 10, 2009

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Jeremy Kahn
              ----------------------------------------
             Name:   Jeremy Kahn
             Title:  Attorney-in-fact

             GOLDMAN SACHS INTERNATIONAL
             on behalf of Global Securities Services

             By:/s/  Jeremy Kahn
              ----------------------------------------
             Name:   Jeremy Kahn
             Title:  Attorney-in-fact



                               Page 6 of 11


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to
                GOLDMAN SACHS INTERNATIONAL

                               Page 7 of 11


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $ .25 par value, of GRIFFON CORPORATION
and further agree to the filing of this agreement  as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 10, 2009

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Jeremy Kahn
              ----------------------------------------
             Name:   Jeremy Kahn
             Title:  Attorney-in-fact

             GOLDMAN SACHS INTERNATIONAL

             By:/s/  Jeremy Kahn
              ----------------------------------------
             Name:   Jeremy Kahn
             Title:  Attorney-in-fact


                               Page 8 of 11


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

    The securities  being  reported on  by The Goldman  Sachs  Group,  Inc. ("GS
Group"), as a parent holding company, may  be deemed to  beneficially  owned  by
Global Securities  Services, a separate business unit within and across Goldman,
Sachs &  Co.and  Goldman  Sachs  International,  each  of  which  is a direct or
indirect subsidiary of The Goldman Sachs Group, Inc.("GSS")

                               Page 9 of 11

                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS  that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does  hereby  make, constitute  and  appoint  each  of  Ronald L.
Christopher, Dan Deluca  and  Jeremy Kahn (and  any  other  employee of  The
Goldman Sachs Group, Inc. or  one of its affiliates  designated  in  writing
by one of the attorneys-in-fact), acting individually, its  true and  lawful
attorney, to execute  and  deliver  in its name and on  its  behalf  whether
the  Company is acting individually or as representative of others, any  and
all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with  respect to securities  which may
be deemed to be beneficially owned by the Company under the Act, giving  and
granting unto each  said attorney-in-fact power  and authority to act in the
premises as fully and to  all  intents  and  purposes  as  the Company might
or could  do if personally present  by one  of  its  authorized  signatories,
hereby  ratifying   and  confirming all  that  said  attorney-in-fact  shall
lawfully  do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY  shall remain in  full force  and effect until either
revoked in writing  by the  undersigned  or until such time as the person or
persons to whom power of attorney has been hereby granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 14, 2008.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel





                               Page 10 of 11



                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY

KNOW ALL PERSONS  BY  THESE  PRESENTS  that GOLDMAN SACHS INTERNATIONAL (the
"Company")does  hereby  make,  constitute  and  appoint  each  of  Ronald L.
Christopher, Dan DeLuca  and  Jeremy Kahn (and  any  other  employee  of The
Goldman Sachs Group, Inc. or one of its  affiliates  designated  in  writing
by  one of the attorneys-in-fact), acting individually, its true and  lawful
attorney, to execute and deliver in its name and on its  behalf  whether the
Company is acting individually or as representative of others, any  and  all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with  respect  to securities which  may be
deemed to be beneficially  owned  by  the  Company under the Act, giving and
granting  unto  each said attorney-in-fact power and authority to act in the
premises as fully  and  to  all  intents  and  purposes as the Company might
or could do if personally  present  by  one  of  its  authorized signatories,
hereby  ratifying   and  confirming all  that  said  attorney-in-fact  shall
lawfully  do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall  remain  in full force and effect until  either
revoked in  writing  by the undersigned or until such time  as the person or
persons to whom power of attorney  has been hereby  granted  cease(s) to  be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 18, 2008.


GOLDMAN SACHS INTERNATIONAL


By:    /s/ Mark J. Taylor
____________________________________
Name:  Mark J. Taylor
Title: Managing Director


                               Page 11 of 11