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: April 29, 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 change since last report.)





ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On April 29, 2004, Griffon  Corporation (the  "Registrant")  issued a press
release  announcing the Registrant's  financial  results for the quarter and six
months  ended  March 31,  2004.  A copy of the  Registrant's  press  release  is
attached hereto as Exhibit 99.1.

     The information in this Form 8-K is being furnished under Item 12 and shall
not be deemed to be "filed"  for the  purposes  of Section 18 of the  Securities
Exchange  Act  of  1934  (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 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:  May 4, 2004





                                  EXHIBIT INDEX


99.1     Press release dated April 29, 2004 issued by Griffon Corporation.