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: November 4, 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)                                                       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 November 4, 2004, Griffon Corporation (the "Registrant")  issued a press
release announcing the Registrant's  financial results for the fiscal year ended
September 30, 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.






















                                        2





                                    SIGNATURE

         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


Dated:  November 5, 2004






                                  EXHIBIT INDEX



        99.1     Press release dated November 4, 2004 issued by Griffon
                 Corporation.