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: February 8, 2005
                        (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)                                                        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)

                                       N/A
______________________________________________________________________________
         (Former name or former address, if changed since last report.)







ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On February 8, 2005, Griffon Corporation (the "Registrant")  issued a press
release  announcing the  Registrant's  financial  results for the fiscal quarter
ended  December 31, 2004. A copy of the  Registrant's  press release is attached
hereto as Exhibit 99.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)  99.1    PRESS RELEASE

     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.












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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/Robert Balemian
                                      --------------------------------
                                      Robert Balemian, President


Date:  February 8, 2005









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                                  EXHIBIT INDEX

    99.1    Press release dated February 8, 2005 issued by Griffon Corporation.