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: June 21, 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)                                                    Number)


     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 5.  Other Events and Required FD Disclosure

     On May 21, 2004, Griffon Corporation (the "Registrant")  commenced an offer
for  $130  million  in  principal  amount  of  its  currently  outstanding  4.0%
Contingent Convertible  Subordinated Notes Due 2023 (the "Old Notes"), which was
all of the Old Notes outstanding.

     On June 21, 2004,  the  Registrant  accepted  for exchange  $130 million in
principal amount of currently outstanding Old Notes which were properly tendered
and not withdrawn in the Registrant's  exchange offer.  Pursuant to the terms of
the exchange  offer,  which expired at 5:00 p.m., New York City time, on Monday,
June 21, 2004, an aggregate $130 million  principal  amount of newly issued 4.0%
Contingent Convertible  Subordinated Notes Due 2023 (second series) and $390,000
in cash will be exchanged for the Old Notes.






























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                                    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:  June 21, 2004





























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