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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Cardinale Gerald J.
(Last) (First) (Middle)
85 BROAD STREET
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2008 		3. Issuer Name and Ticker or Trading Symbol
GRIFFON CORP [ GFF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 10,000,000 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
2. GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation, beneficially owned directly by GS Direct, L.L.C. ("GS Direct"). GS Direct is a wholly-owned subsidiary of GS Group. Goldman Sachs is the manager of GS Direct. GS Group, Goldman Sachs and GS Direct each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs has net open short positions of 312,989 shares of Common Stock.
/s/ Yvette Kosic, Attorney-in-fact 10/09/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                    POWER OF ATTORNEY


     The undersigned does hereby appoint Bruce A. Albert,  Andrea DeMar,  Yvette
Kosic,  Rachel Parrish,  Kevin P. Treanor,  Michael T. Seeley and Anthony DeRose
(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),  his true and
lawful attorneys,  and each of them his true and lawful attorney,  with power to
act without the other, and with full power of substitution  and  resubstitution,
to execute for him and in his name any Initial Statement of Beneficial Ownership
of Securities  on Form 3, any  Statement of Changes in  Beneficial  Ownership on
Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5, or
any similar or successor form, which may be required to be filed by him with the
Securities  and Exchange  Commission  and any and all  instruments  necessary or
incidental therewith,  hereby granting unto said attorneys and each of them full
power  and  authority  to do and  perform  in the  name  and  on  behalf  of the
undersigned,  and in any and all  capacities,  every  act and  thing  whatsoever
required or necessary to be done in and about the premises,  as fully and to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and approving the act of said attorneys and each of them.

     This power of attorney shall not be affected by the  subsequent  disability
or  incompetence  of the principal.  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 thereof the undersigned hereunto signed his name this 2nd day of
October, 2008.



                                                    /s/ Gerald J. Cardinale
                                                    -----------------------
                                                        Gerald J. Cardinale