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100
Jericho Quadrangle
Jericho,
NY 11753-2794
(516)
938-5544 · Fax (516)
938-5644
April 21,
2009
Mr.
Terence O’Brien, Accounting Branch Chief
U.S.
Securities and Exchange Commission
Mail Stop
7010
Washington,
D.C. 20549-7010
|
Re:
|
Griffon
Corporation (File No. 001-06620)
Form
10-K for the Fiscal Year Ended September 30, 2008 (Filed December 15,
2008)
Definitive
Proxy Statement (Filed December 29,
2008)
|
Dear Mr.
O’Brien:
A
representative of Griffon Corporation (“Griffon” or the “Company”) received a
call on April 9, 2009 from Dorine Miller of the Staff. Ms. Miller
indicated that the Staff reviewed the Company’s response of April 7, 2009 to the
Commission’s comment letter of March 27, 2009, and had one additional comment,
which she gave verbally, as set forth below. Also set forth below is
our supplemental response to Ms. Miller’s comment.
Definitive Proxy
Statement
Base Salary, page
19
Comment
of Ms. Miller: “We note your prior response to our Comment 1. We
believe it would be helpful for investors to understand how you use the
comparator companies in management compensation decisions. In
response please confirm supplementally that you will include the explanation of
this given in your response to our Comment 1 in future filings.”
Response: Please
be advised that in future filings we will explain how we use comparator
companies in management compensation decisions, and, accordingly, we will
include the explanation of this given in our April 7, 2009 response (and/or
other appropriate explanation(s)) to Comment 1 of the Commission’s March 27,
2009 letter.
*****
Mr.
Terence O’Brien
U.S.
Securities and Exchange Commission
April 21,
2009
Page 2 of
2
Thank you
for your comments. We trust that this response is sufficient for your purposes.
However, if you have further comments, please feel free to contact
me.
Sincerely,
/s/
Patrick L. Alesia
Patrick
L. Alesia
Chief
Financial Officer