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* MEHMEL ROBERT F (Last) (First) (Middle) C/O GRIFFON CORPORATION 712 FIFTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2012	3. Issuer Name and Ticker or Trading Symbol GRIFFON CORP [ GFF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President and COO	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)

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:

No securities are beneficially owned.

	/s/ Seth L. Kaplan, as attorney-in-fact	12/10/2012
	** 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.
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POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and
appoints each of Seth L. Kaplan and Douglas J. Wetmore signing individually,
the undersigned's true and lawful attorney-in-fact to:

(1) prepare and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Griffon Corporation
(the "Company"), (a) Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, (b) Forms 144
in accordance with Rule 144 of the Securities Act of 1933, and (c) any
other forms or reports the undersigned may be required to file, each in
connection with the undersigned's ownership, acquisition, or disposition of
securities of the Company; and

(2) file such forms or reports with the United States Securities and
Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might orcould do if personally present, with full power or
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,shall
lawfully do or cause to bedone by virtue of this power of attorney and the
rights and powers herein granted.

THIS POWER OF ATTORNEY shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company unless either revoked in writing by the undersigned or, as to each
attorney-in-fact, until such time as such attorney-in-fact ceases to be an
employee of Griffon Corporation or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of December, 2012.


/s/ Robert F. Mehmel

Signature

Name: Robert F. Mehmel