AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                 FEBRUARY 10, 1997
                          Registration No. 333-_________
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                              

                                     FORM S-3

                              REGISTRATION STATEMENT

                                      under

                            THE SECURITIES ACT OF 1933
                                              

                               GRIFFON CORPORATION
              (Exact name of registrant as specified in its charter)

                 DELAWARE                              11-1893410
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
          100 JERICHO QUADRANGLE                   ROBERT BALEMIAN, PRESIDENT
          JERICHO, NEW YORK 11753                      GRIFFON CORPORATION
              (516) 938-5544                          100 JERICHO QUADRANGLE
     (Address, including zip code and                 JERICHO, NEW YORK 11753
     telephone number, including area                     (516) 938-5544
       code, of registrant's principal       (Name address and telephone number,
       executive offices)                        including area code, of agent 
                                                          for service)
                                              
                                     Copy to:
                                 Elliott V. Stein
                          Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York  10019
                                  (212) 403-1000

              APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
         PUBLIC:  From time to time after the effective date of this
         Registration Statement.

              If the only securities being registered on this Form are
         being offered pursuant to dividend or interest reinvestment
         plans, please check the following box [ ]

              If any of the securities being registered on this Form are
         to be offered on a delayed or continuous basis pursuant to Rule
         415 under the Securities Act of 1933, other than securities
         offered only in connection with dividend or interest
         reinvestment plans, check the following box  [X].

              If this Form is filed to register additional securities
         for an offering pursuant to Rule 462(b) under the Securities
         Act, please check the following box and list the Securities Act
         registration statement number of the earlier effective
         registration statement for the same offering.  [ ]            

              If this Form is a post-effective amendment filed pursuant
         to Rule 462(c) under the Securities Act, check the following
         box and list the Securities Act registration number of the
         earlier effective registration statement for the same offering.
         [ ]

         If delivery of the prospectus is expected to be made pursuant
         to Rule 434, please check the following box [ ]       

                         CALCULATION OF REGISTRATION FEE
         Title of                        Proposed    Proposed   
         Each Class                      Maximum     Maximum    Amount
         of Securi-      Amount          Offering    Aggregate  of Regi-
         ties to be      to be           Price Per   Offering   stration
         Registered      Registered      Share (1)   Price(1)   Fee

         Common Stock,
         par value
         $.25 per
         share, to-
         gether with
         the associ-
         ated Pre-
         ferred Share
         Purchase
         Rights, re-
         served for
         issuance upon
         the exercise
         of Common
         Stock Purchase
         Warrants (2)    226,413 shares  $13.5625    $3,070,726   $931

         (1)   Estimated solely for the purpose of calculating the
               registration fee, based on the average of the high and
               low prices of the Common Stock reported in the
               consolidated reporting system on February 4, 1997,
               pursuant to Rule 457.

         (2)   Pursuant to Rule 416, this Registration Statement also
               covers any additional shares of Common Stock which may
               become issuable by virtue of the anti-dilution provisions
               of such Warrants.
         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
         SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
         DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
         SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
         THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
         THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
         SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
         PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.





                               GRIFFON CORPORATION

                              Cross Reference Sheet

         Showing location in Prospectus of Information Required by Items
         on Form S-3


         Item No.  Prospectus Caption

         1.        Forepart of the Registration    Outside Front Cover Page
                   Statement and Outside Front     of Prospectus
                   Cover Page of Prospectus

         2.        Inside Front and Outside        Inside Front and Outside
                   Back Cover Pages of             Back Cover Page of
                   Prospectus                      Prospectus

         3.        Summary Information, Risk       *
                   Factors and Ratio of
                   Earnings to Fixed Charges

         4.        Use of Proceeds                 Use of Proceeds

         5.        Determination of Offering       Outside Front Cover 
                   Price                           Page; Plan of Distribution

         6.        Dilution                        *

         7.        Selling Security Holders        Selling Securityholders

         8.        Plan of Distribution            Outside Front Cover Page;
                                                   Plan of Distribution

         9.        Description of Securities
                   to be Registered                *

         10.       Interests of Named Experts      Legal Matters; Experts
                   and Counsel

         11.       Material Changes                *

         12.       Incorporation of Certain        Incorporation of Certain
                   Information by Reference        Documents By Reference

         13.       Disclosure of Commission
                   Position on Indemnification
                   for Securities Act
                   Liabilities                     *

         _______________

         *    Omitted since answer to item is negative or inapplicable


        Information contained herein is subject to completion or amendment.  A
        Registration Statement relating to these securities has been filed with
        the Securities and Exchange Commission.  These securities may not be 
        sold nor may offers to buy be accepted prior to the time the 
        Registration Statement becomes effective.  This Prospectus shall not 
        constitute an offer to sell or the solicitation of an offer to buy 
        nor shall there be any sale of these securities in any State in which 
        such offer, solicitation or sale would be unlawful prior to 
        registration or qualification under the securities laws of any such 
        State.   


                              SUBJECT TO COMPLETION

                              Dated February 10, 1997

                               GRIFFON CORPORATION

                          226,413 Shares of Common Stock
                                  $.25 par value

            (including the associated Preferred Share Purchase Rights)

                          ______________________________

         The 226,413 shares of Common Stock, par value $.25 per share
         (including the associated Preferred Share Purchase Rights, the
         "Shares"), underlying a Common Stock Purchase Warrant of
         Griffon Corporation (the "Company") covered by this Prospectus
         are being offered for sale from time to  time by or for the
         account of Harvey R. Blau, the Chairman of the Board and Chief
         Executive Officer of the Company, certain transferees thereof,
         and any pledgees, transferees, donees or other successors in
         interest thereof  (the "Selling Securityholders").  The Shares
         may be offered by the Selling Securityholders from time to time
         in transactions on the New York Stock Exchange, in privately
         negotiated transactions, or by a combination of such methods of
         sale, at fixed prices that may be changed, at market prices
         prevailing at the time of sale, at prices related to such
         prevailing market prices or at negotiated prices.  The Selling
         Securityholders may effect such transactions by selling the
         Shares to or through broker-dealers and such broker-dealers may
         receive compensation in the form of discounts, concessions or
         commissions from the Selling Securityholders or the purchaser
         of the Shares for whom such broker-dealers may act as agent or
         to whom they sell as principal or both (which compensation to a
         particular broker-dealer might be in excess of customary
         commissions).  See "Selling Securityholders" and "Plan of
         Distribution."

         None of the proceeds from the sale of the Shares by the Selling
         Securityholders will be received by the Company.  The Company
         will bear the expenses in connection with the offering,
         including filing fees and the Company's legal fees, estimated
         at $10,000.

         The Company's Common Stock, $.25 par value (the "Common
         Stock"), is traded on the New York Stock Exchange (NYSE Symbol:
         GFF).  On February 7, 1997, the last reported sale price of the
         Common Stock as reported by the New York Stock Exchange was
         $13.75 per share.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                 The date of this Prospectus is ___________, 1997





                              AVAILABLE INFORMATION

              The Company has filed with the Securities and Exchange
         Commission (the "Commission"), Washington, D.C., a Registration
         Statement under the Securities Act of 1933, as amended (the
         "Act"), with respect to the Common Stock offered hereby.  This
         Prospectus does not contain all the information set forth in
         the Registration Statement and the exhibits relating thereto.
         For further information with respect to the Company and the
         shares of Common Stock offered by this Prospectus, reference is
         made to such Registration Statement and the exhibits thereto.
         Statements contained in this Prospectus as to the contents of
         any contract or other document are not necessarily complete and
         in each instance reference is made to the copy of such contract
         or other document filed as an exhibit to the Registration
         Statement for a full statement of the provisions thereof; each
         such statement contained herein is qualified in its entirety by
         such reference.

              The Company is subject to the informational requirements
         of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), and, in accordance therewith, files reports,
         proxy statements and other information with the Commission.
         Such reports, proxy statements and other information can be
         inspected and copied at the public reference facilities
         maintained at the office of the Commission at Room 1024, 450
         Fifth Street, N.W., Washington, D.C. 20549 and at the
         Commission's Regional Offices at Northwestern Atrium Center,
         500 West Madison Street, Suite 1400, Chicago, Illinois
         60661-2511 and 7 World Trade Center, New York, New York 10048.
         Copies of such material can be obtained from the Public
         Reference Section of the Commission, Washington, D.C. 20549, at
         prescribed rates, and from the Securities and Exchange
         Commission's Web site at the address http://www.sec.gov.  In
         addition, the Company's Common Stock is listed on the New York
         Stock Exchange, and copies of the foregoing materials and other
         information concerning the Company can be inspected at the
         offices of the New York Stock Exchange at 20 Broad Street, New
         York, New York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                   The following documents have been filed by the
         Company with the Commission (File No. 1-6620) pursuant to the
         Exchange Act, are incorporated by reference in this Prospectus
         and shall be deemed to be a part hereof:

              (1)  The Company's Annual Report on Form 10-K for the
                   fiscal year ended September 30, 1996.

              (2)  The Company's Quarterly Report on Form 10-Q for the
                   fiscal quarter ended December 31, 1996. 

              (3)  The Company's Proxy Statement dated December 20, 1996
                   for its 1997 annual meeting of stockholders.

              (4)  The Registration Statement on Form 8-A dated January
                   19, 1993 with respect to the Company's Common Stock
                   (File No. 1-6620), including any amendment or report
                   filed for the purpose of updating the description of
                   the Common Stock contained therein. 

              (5)  The Registration Statement on Form 8-A dated May 16,
                   1996 with respect to the Company's Preferred Share
                   Purchase Rights.

              All documents filed pursuant to Section 13(a), 13(c), 14
         or 15(d) of the Exchange Act after the date of this Prospectus
         and prior to the termination of this offering of Common Stock
         shall be deemed to be incorporated by reference in this
         Prospectus and to be part hereof from the date of filing of
         such documents.  Any statement contained in a document
         incorporated or deemed to be incorporated by reference in this
         Prospectus shall be deemed to be modified or superseded for
         purposes of this Prospectus to the extent that a statement
         contained herein or in any subsequently filed document that
         also is or is deemed to be incorporated by reference herein
         modifies or supersedes such statement.  Any statement so
         modified or superseded shall not be deemed, except as so
         modified or superseded, to constitute a part of this
         Prospectus.

              The Company will provide without charge to each person to
         whom a copy of this Prospectus is delivered, upon the written
         or oral request of such person, a copy of any or all of the
         documents incorporated by reference
                                       -2-





          (except for exhibits thereto unless specifically incorporated
         by reference therein).  Requests for such copies should be
         directed to the Secretary, Griffon Corporation, 100 Jericho
         Quadrangle, Suite 224, Jericho, New York 11753, (516) 938-5544.

                                   THE COMPANY

              Griffon Corporation (the "Company") is a diversified
         manufacturer with operations in three business segments:
         Building Products, Specialty Plastic Films and Electronic
         Information and Communication Systems.  

              In November 1996, the Company announced the sale of its
         synthetic batting business and the decision to sell its
         specialty hardware business.  Accordingly, the operating
         results of these businesses have been reclassified as
         discontinued operations. 

              The principal executive offices of the Company are located
         at 100 Jericho Quadrangle, Jericho, New York 11753 and its
         telephone number is (516) 938-5544.

         BUILDING PRODUCTS

              Management believes that its wholly-owned subsidiary,
         Clopay, is among the largest manufacturers of residential
         garage doors in the United States.  Clopay sells a broad line
         of steel and wood garage doors for residential and commercial
         use which are manufactured in stock sizes and styles as well as
         special order to customer specifications.

              Clopay's strategy is to produce a broad line of high
         quality garage doors for distribution throughout North America
         to professional installer, retail and wholesale channels.
         Clopay has focused on increasing its market share by
         introducing new products, expanding its distribution, sales and
         marketing programs and through strategic acquisitions.  In
         October 1995 Clopay acquired the Atlas Roll-Lite Door
         Corporation, a manufacturer of heavy duty rolling steel doors,
         grilles and counter shutters for industrial and commercial
         markets; sectional garage doors for residential applications;
         and doors and components for the self-storage market.  A
         company involved in the installation of building products was
         also acquired.  These businesses have annual sales of
         approximately $80,000,000.

              Clopay sells residential garage doors to a large number of
         retailers throughout North America, including home centers and
         building material cooperative buying groups.  Significant
         customers include The Home Depot Inc., Menards, Inc., Lowe's
         Companies, Inc., Builders Square, Inc. and 84 Lumber.
         Residential and commercial garage doors and related products
         for professional installation are sold directly to a national
         network of installation specialists.

              Clopay distributes garage doors directly from its
         manufacturing facilities and through its network of 37
         company-owned distribution centers throughout the United States
         and Canada.  Under Clopay's "installed sales" program,
         consumers purchase garage doors through local retailers and
         Clopay manages the installation through authorized installing
         dealers.

              Clopay continues to make substantial capital investments
         in its manufacturing facilities and believes that its automated
         continuous production plants enable it to produce garage doors
         cost effectively.  Steel garage doors, including insulated
         doors, are fabricated from pre-painted, galvanized steel,
         specially selected for rust resistance and low maintenance.
         Wood garage doors are produced from kiln dried lumber and are
         constructed for ease of operation and durability.  The lumber
         and steel used in the manufacturing operations are generally
         available from a variety of sources.  All products are designed
         for safe operation and easy specification by architects and
         contractors.

              The garage door market is characterized by several large
         national manufacturers, including Clopay, and many smaller
         regional and local manufacturers.  In addition to price, Clopay
         believes that it competes favorably on the basis of diversity
         of product line, quality, service and merchandising capability.

                                       -3-





              Clopay also operates a service company that installs and
         services manufactured fireplaces, garage doors and openers and
         a range of related products.  This part of Clopay's business
         grew substantially in 1996 through internal growth and
         acquisitions, while expanding into new markets.  Management
         believes that the service business is one of the country's
         leading fireplace dealers.

         SPECIALTY PLASTIC FILMS

              Clopay is a leading manufacturer of customized plastic
         film and laminates made from plastic resin and non-woven
         fabrics for use in consumer and health-care products.  Clopay's
         strategy is to offer technologically advanced products for use
         in niche markets to major consumer and health-care product
         companies.  Clopay believes that its research and development
         activities and capital investment in related equipment enable
         it to efficiently manufacture products in large volume and meet
         changing consumer needs.  These factors, together with its
         technical expertise, allow Clopay to compete favorably in its
         markets.  Clopay sells its products primarily throughout the
         United States with sales also in Canada, Latin America and the
         Pacific Rim.  Clopay has formed a 60%-owned joint venture,
         headquartered in Germany, to develop and market laminates and
         films for use in the infant diaper, health-care and other
         markets in Europe, South Africa and the Middle East.  The joint
         venture is constructing and will operate a manufacturing
         facility in Germany, the cost of which is expected to be
         approximately $12,000,000, of which $3,400,000 has been
         incurred as of December 31, 1996.  The investment in the joint
         venture to fund Clopay's share of the initial construction and
         equipment costs will be made during the first half of 1997.

              Clopay manufactures thin gauge embossed barrier and
         breathable films and coated laminates of plastic film and
         non-woven fabric to customer specifications for sale to
         consumer product and other companies.  These products are used
         primarily as the backsheet in disposable diapers as well as the
         moisture barrier in adult incontinent products and sanitary
         napkins.  These products are differentiated by strength,
         barrier and other properties.   A substantial portion of the
         specialty plastic film sales over the last five years have been
         to The Procter & Gamble Company.  The loss of this customer
         would have a material adverse effect on the Company's business.

              Clopay also manufactures plastic films and laminates for a
         wide variety of disposable health-care products including
         surgical drapes, patient care underpads and medical garments.
         These plastic products are also sold for use in garments worn
         by workers in hazardous industrial environments.

              Clopay manufactures these products on high speed equipment
         to meet stringent tolerances.  The manufacturing process
         consists of melting a mixture of plastic resins (primarily
         polyolefins) and additives, and forcing this  mixture through a
         computer controlled die and rollers to produce embossed films.
         In addition, the process can involve extruding the melted
         plastic film directly onto a non-woven fabric to form a
         laminate.  Certain products involve further processes such as a
         secondary lamination of the film to a non-woven material.
         Through statistical process control methods, Clopay personnel
         monitor and control the entire production process.  The plastic
         resins used in Clopay's products are commodities generally
         available from several sources.

              Clopay is engaged in several joint efforts with the
         research and development departments of its major specialty
         plastic film customers.  Clopay employs chemists, scientists
         and engineers at a technical center to study polymers and
         manufacturing processes that will assist in the development of
         its specialty plastic film products.  Clopay's research and
         development efforts have resulted in inventions covering
         embossing patterns, improved processing methods, product
         applications and other proprietary technology.  Clopay's
         research and development costs for this business amounted to
         approximately $1,700,000, $1,800,000 and $1,800,000 in 1994,
         1995 and 1996, respectively.

         ELECTRONIC INFORMATION AND COMMUNICATION SYSTEMS

              The Company's wholly-owned subsidiary, Telephonics, is an
         electronics systems company specializing in advanced
         information and communications systems for government,
         aerospace, civil, industrial and commercial markets.  In recent
         years, Telephonics has expanded its customer base with
         increasing emphasis in non-military markets.  These efforts
         have resulted in a series of new contract awards in the transit
         industry as well as international air traffic control projects.

                                       -4-






              Telephonics designs, manufactures and logistically
         supports maritime surveillance radars, air traffic control
         systems, advanced military communication systems, IFF
         equipment, transit communication systems, command and control
         systems, VLSI/LSI circuits, microwave landing systems and
         avionics for commercial airlines.  A substantial portion of
         Telephonics' sales (approximately 56% for 1996) were to
         agencies of the U.S. Government or to prime contractors or
         subcontractors on government, military or aerospace programs.  

              Telephonics participates in approximately 40 government,
         aerospace and commercial programs.  Approximately 65% of
         Telephonics' sales for 1996 were attributable to upgrades,
         enhancements and follow-on options to existing long-term
         products and programs.  

              Telephonics also designs and produces custom large-scale
         integrated circuits, which replace conventional circuits and
         components with a single microchip.  Telephonics provides
         microchips to manufacturers of complex control circuitry for
         telecommunications signal processing equipment, security
         systems, home appliances, automated hand tools, military
         airborne interior communication systems, and fast down windows,
         fuel monitoring and air bag sensors for automobiles.
         Telephonics also provides specialized design services which
         supplement customers' in-house capabilities.  Telephonics also
         produces a wide variety of microwave components and test
         instruments.

              Headsets, microphones, earphones and cables manufactured
         by Telephonics are used in military and commercial aircraft and
         ground vehicles, especially in high noise environments.

              Telephonics' other commercial projects include contracts
         with Kawasaki, ABB Traction, Long Island Rail Road and other
         rail suppliers under which Telephonics produces communication
         equipment which provides passenger and crew interior
         communications among train cars, radio communications between
         the train and the central control facility, automated voice
         announcement, passenger information signage and vehicle
         performance monitoring systems.  Telephonics is under contract
         with McDonnell Douglas to produce passenger and cabin address
         intercom systems for the MD-80 and MD-95 aircraft.

              Government programs in which Telephonics is involved
         frequently provide for purchases under a series of
         independently priced contracts, each calling for delivery of a
         lot, consisting of a portion of the units in the overall
         program.  Each contract is treated separately and there is no
         requirement that upon delivery of the lot which is the subject
         of one contract, the government must contract to purchase, or
         the supplier must contract to sell, additional lots.

              In accordance with Department of Defense and NASA
         procedures, all contracts involving government programs permit
         the government to terminate the contract at any time, at its
         convenience, without cause.  In the event of such termination,
         Telephonics is entitled to reimbursement for its costs and to
         receive a proportionate share of its profits, if any, on the
         work performed prior to termination.                           

              Telephonics' staff of approximately 250 engineers and
         marketing personnel, many of whom have technical backgrounds,
         advise government and commercial planning and design personnel
         in an attempt to include Telephonics' products in their
         programs.

              Telephonics competes on the basis of technology, design,
         price and performance.  The products sold by Telephonics
         utilize technologies which are constantly changing.
         Telephonics' expertise in these technologies enables it to
         compete with several major manufacturers of electronic
         information and communications systems which have greater
         financial resources than Telephonics.  Telephonics also
         competes with several smaller manufacturers of similar
         products.

              A major part of Telephonics' product development is
         performed under government contracts under which such costs are
         generally recoverable.  Research and development costs not
         recoverable under contractual arrangements are charged to
         expense as incurred.  These costs were approximately
         $1,400,000, $1,600,000 and $2,200,000 for 1994, 1995 and 1996,
         respectively.

                                       -5-






         EMPLOYEES

              The Company has approximately 3,600 employees located
         throughout the United States and in Canada at its various
         plants, warehouses and offices.  Approximately 100 of its
         employees are covered by collective bargaining agreements,
         primarily with affiliates of the AFL-CIO.  The Company believes
         its relationships with employees are satisfactory.

                             SELECTED FINANCIAL DATA
                      (in thousands, except per share data)
         
Three Months Ended December 31, Years Ended September 30, 1996 1995 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- ---- ---- Net sales $181,744 $153,363 $655,063 $506,116 $451,166 $401,757 $361,931 ======== ======== ======== ======== ======== ======== ======== Income from continuing operations $7,520 $5,832 $ 28,067 $ 23,245 $ 29,394 $ 26,340 $ 21,189 ====== ====== ======== ======== ======== ======== ======== Per share $.24 $.18 $.88 $.69 $.79 $.69 $.58 ==== ==== ==== ==== ==== ==== ==== Total assets $313,878 $318,725 $311,169 $285,616 $293,215 $270,270 $246,750 ======== ======== ======== ======== ======== ======== ======== Long-term obligations $37,419 $33,225 $ 32,458 $ 16,074 $ 15,538 $ 26,147 $ 28,406 ======= ======= ======== ======== ======== ======== ========
No dividends on Common Stock were declared or paid during the five years ended September 30, 1996 or the three months ended December 31, 1996. RECENT DEVELOPMENTS On February 6, 1997, the Company announced that it called for redemption all outstanding shares of its Second Preferred Stock, Series I (the "Second Preferred Stock"). Each share of Second Preferred Stock is redeemable at $10.17, which includes accrued and unpaid dividends to March 10, 1997, the date of redemption, and is convertible at the option of the holder into one share of Common Stock. There were 1,569,594 shares of Second Preferred Stock outstanding as of January 31, 1997. USE OF PROCEEDS The Company will not receive any proceeds from this offering. SELLING SECURITYHOLDERS The Shares being offered by this Prospectus are for the account of Mr. Harvey R. Blau and any pledgees, transferees, donees or other successors in interest thereto. Prior to the sale of the Shares covered by this Prospectus, Mr. Blau beneficially owned 1,695,568 shares of the Common Stock, including 226,413 Shares covered hereby and options exercisable within 60 days for 1,090,000 shares of Common Stock under the Company's stock option plans, or 5.6% of the outstanding shares of Common Stock. After giving effect to the sale of the Shares covered by this Prospectus, Mr. Blau would beneficially own 1,469,155 shares of the Common Stock or 4.8% of the outstanding shares of the Common Stock. Mr. Blau is the Chairman of the Board and Chief Executive Officer of the Company. All expenses in connection with the registration of the Shares being offered by the Selling Securityholders will be borne by the Company, other than brokerage fees or commissions, which shall be borne by the Selling Securityholders. PLAN OF DISTRIBUTION The Common Stock is traded on the New York Stock Exchange under the symbol GFF. The Shares may be sold from time to time directly by the Selling Securityholders. Alternatively, the Selling Securityholders may -6- from time to time offer such securities through underwriters, dealers or agents. The distribution of securities by the Selling Securityholders may be effected in one or more transactions that may take place on the New York Stock Exchange, including ordinary broker's transactions, privately- negotiated transactions or through sales to one or more broker- dealers for resale of such Shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Securityholders in connection with such sales of securities. The 226,413 Shares covered by this prospectus are currently reserved for issuance by the Company upon the exercise of a warrant (the "Warrant") held by Mr. Blau. If Mr. Blau exercises the Warrant in whole or in part, the Shares so purchased may be sold by Mr. Blau pursuant to this prospectus. In addition, Mr. Blau may sell or otherwise dispose of the Warrant in one or more transactions exempt from the registration requirements of the Act, in which case the transferee of the Warrant will be entitled to make sales pursuant to this prospectus of any Shares obtained upon exercise of the Warrant. The Company will use its best efforts to maintain the effectiveness of the registration statement of which this prospectus is a part for a period of 180 days following the sale by Mr. Blau of all or any portion of the Warrant, or, if a shorter period, until all Shares that may be sold hereunder have been sold. At the time a particular offer of securities is made by or on behalf of the Selling Securityholders, to the extent required, a prospectus will be distributed which will set forth the number of Shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, if any, the purchase price paid by any underwriter for shares purchased from the Selling Securityholders and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and the proposed selling price to the public. The Company will indemnify the Selling Securityholders and certain persons who may be deemed to be underwriters in connection with the sale of Shares pursuant to this prospectus against certain liabilities, including liabilities under the Act. LEGAL MATTERS Certain legal matters in connection with this offering will be passed upon for the Company by Wachtell, Lipton, Rosen & Katz, New York, New York. EXPERTS The financial statements and schedules incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. -7- NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR GRIFFON CORPORATION MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED BY THE COMPANY. THIS 226,413 Shares of PROSPECTUS DOES NOT CONSTITUTE Common Stock AN OFFER TO SELL, OR A SOLICITA- TION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURI- TIES TO WHICH IT RELATES, OR AN PROSPECTUS OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER DE- LIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. TABLE OF CONTENTS Page Available Information........ 2 Incorporation of Certain Documents by Reference..... 2 The Company.................. 3 Selected Financial Data...... 6 Recent Developments.......... 6 ____________, 1997 Use of Proceeds.............. 6 Selling Securityholders...... 6 Plan of Distribution......... 6 Legal Matters................ 7 Experts...................... 7 -8- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Filing Fee........................... $ 931 Legal Fees................................. 9,000 ----- Total................................ $9,931 ======
The Company will pay all of these expenses. Item 15. Indemnification of Directors and Officers Under provisions of the Certificate of Incorporation and By-Laws of the Company, each person who is or was a director or officer of the Company may be indemnified by the Company to the full extent permitted or authorized by the General Corporation Law of Delaware. Under such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against him by reason of the fact that he is a director or officer of the Company, he shall be indemnified against expenses (including attorneys' fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or if a criminal suit is settled, such a person may be indemnified under such law against both (1) expenses (including attorneys' fees) and (2) judgements, fines and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the Company, or if such suit is settled, such a person may be indemnified under such law only against expenses (including attorneys' fees) incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company except that if such a person is adjudged to be liable in such suit for negligence or misconduct in the performance of his duty to the Company, he cannot be made whole even for expenses unless the court determines that he is fairly and reasonably entitled to indemnity for such expenses. The Company and its officers and directors are covered by officers and directors liability insurance. The policy coverage is $30,000,000, which includes reimbursement for costs and fees. There is a maximum deductible under the policy of $100,000 for each claim. The Company has entered into Indemnification Agreements with certain of its officers and directors. The Agreements provide for reimbursement for all direct and indirect costs of any type or nature whatsoever (including attorneys' fees and related disbursements) actually and reasonably incurred in connection with either the investigation, defense or appeal of a Proceeding, as defined, including amounts paid in settlement by or on behalf of an Indemnitee. II-1 Item 16. Exhibits 4 Form of Warrant Certificate dated May 8, 1991 between the Company and Mr. Harvey R. Blau 5 Opinion of Wachtell, Lipton, Rosen & Katz 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5 hereof) 24 Powers of Attorney (included in the signature pages hereof) Item 17. Undertakings (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "Act"), each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jericho, New York on the 10th day of February, 1997. GRIFFON CORPORATION By:/s/ Robert Balemian Robert Balemian President and Director POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on February 10, 1997 by the following persons in the capacities indicated. Each person whose signature appears below constitutes and appoints Harvey R. Blau and Robert Balemian, and each of them acting individually, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and on our behalf in our capacities indicated below which they or either of them may deem necessary or advisable to enable Griffon Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities stated below, any and all amendments (including post-effective amendments) thereto, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Signature Title /s/ Harvey R. Blau Chairman of the Board Harvey R. Blau (Principal Executive Officer) /s/ Robert Balemian President and Director Robert Balemian (Principal Financial Officer) /s/ Patrick Alesia Vice President and Treasurer Patrick Alesia (Principal Accounting Officer) /s/ Henry A. Alpert Director Henry A. Alpert /s/ Bertrand M. Bell Director Bertrand M. Bell /s/ Robert Bradley Director Robert Bradley /s/ Abraham M. Buchman Director Abraham M. Buchman II-3 /s/ Clarence A. Hill, Jr. Director Clarence A. Hill, Jr. /s/ Ronald J. Kramer Director Ronald J. Kramer /s/ James W. Stansberry Director James W. Stansberry /s/ Martin S. Sussman Director Martin S. Sussman /s/ William H. Waldorf Director William H. Waldorf /s/ Lester L. Wolff Director Lester L. Wolff II-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _______________ EXHIBITS TO FORM S-3 REGISTRATION STATEMENT _______________ GRIFFON CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                                                               EXHIBIT 4

         THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT
         THE TIME OF SUCH OFFER OR SALE, THE PERSON MAKING SUCH OFFER OF
         SALE DELIVERS A PROSPECTUS MEETING THE REQUIREMENTS OF THE
         SECURITIES ACT OF 1933 FORMING A PART OF A REGISTRATION
         STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS
         EFFECTIVE UNDER SAID ACT, OR UNLESS IN THE OPINION OF COUNSEL
         TO THE CORPORATION, SUCH OFFER AND SALE IS EXEMPT FROM THE
         PROVISIONS OF SECTION 5 OF SAID ACT.



                                  W A R R A N T
                                  - - - - - - -

          FOR THE PURCHASE OF COMMON STOCK, PAR VALUE $.25 PER SHARE OF

                          INSTRUMENT SYSTEMS CORPORATION

              (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

                         VOID AFTER 5 P.M. MARCH 1, 1998


         NO. 06                                      WARRANT TO PURCHASE
                                                          226,413 SHARES


                   THIS IS TO CERTIFY that, for value received, HARVEY R.
         BLAU is entitled, subject to the terms and conditions set forth,
         at or before 5 P.M., New York City Time, on March 1, 1998, but
         not thereafter, to purchase the number of shares set forth above
         of Common Stock, par value $.25 per share (the "Common Stock"),
         of INSTRUMENT SYSTEMS CORPORATION, a Delaware corporation (the
         "Corporation"), from the Corporation at a purchase price per
         share of $2.65 per share if and to the extent this Warrant is
         exercised, in whole or in part, during the period this Warrant
         remains in force, subject in all cases to adjustment as provided
         in Section 3 hereof, and to receive a certificate or certificates
         representing the shares of Common Stock so purchased, upon
         presentation and surrender to the Corporation of this Warrant,
         with the form of subscription attached hereto duly executed, and
         accompanied by payment of the purchase price of each share
         purchased either in cash or by certified or bank cashier's check
         payable to the order of the Corporation.  This Warrant is one of
         a class of warrants initially exercisable for the purchase of
         283,018 shares of Common Stock.

                   1.   The Corporation covenants and agrees that all
         shares may be delivered upon the exercise of this Warrant and
         will, upon delivery, be fully paid and non-assessable, and,
         without limiting the generality of the foregoing, the Corporation
         covenants and agrees that it will from time to time take all such




         action as may be requisite to assure that the par value per share
         of the Common Stock is at all times equal to or less than the
         then current Warrant purchase price per share of the Common Stock
         issuable upon exercise of this Warrant.

                   2.   The rights represented by this Warrant are
         exercisable at the option of the holder hereof in whole at any
         time, or in part from time to time, within the period above
         specified at the prices specified in Section 1 hereof.  In case
         of the purchase of less than all the shares as to which this
         Warrant is exercisable, the Corporation shall cancel this Warrant
         upon the surrender hereof and shall execute and deliver a new
         Warrant of like tenor for the balance of the shares purchasable
         hereunder.

                   3.   The price per share at which shares of Common
         Stock may be purchased hereunder, and the number of such shares
         to be purchased upon exercise hereof, are subject to change or
         adjustment as follows:

                        (A)       In case the Corporation shall, while
                   this Warrant remains unexercised, in whole or in part,
                   and in force, effect a recapitalization of such
                   character that the shares of Common Stock purchasable
                   hereunder shall be changed into or become exchangeable
                   for a larger or smaller number of shares, then, after
                   the date of record for effecting such recapitalization,
                   the number of shares of Common Stock which the holder
                   hereof shall be entitled to purchase hereunder shall be
                   increased or decreased, as the case may be, in direct
                   proportion to the increase or decrease in the number of
                   shares of Common Stock by reason of such
                   recapitalization, and the purchase price hereunder per
                   share of such recapitalized Common Stock shall, in the
                   case of an increase in the number of such shares, be
                   proportionately reduced, and in the case of a decrease
                   in the number of such shares, shall be proportionately
                   increased.  For the purpose of this subsection (A), a
                   stock dividend, stock split-up or reverse stock split
                   shall be considered as a recapitalization and as an
                   exchange for a larger or smaller number of shares, as
                   the case may be.

                        (B)       In the case of any consolidation of the
                   Corporation with, or merger of the Corporation into,
                   any other corporation, or in case of any sale or
                   conveyance of all or substantially all of the assets of
                   the Corporation in connection with a plan of complete
                   liquidation of the Corporation, then, as a condition of
                   such consolidation, merger or sale or conveyance,
                   adequate provision shall be made whereby the holder
                   hereof shall thereafter have the right to purchase and
                   receive, upon the basis and upon the terms and
                   conditions specified in this Warrant and in lieu of

                                         -2-




                   shares of Common Stock immediately theretofore
                   purchasable and receivable upon the exercise of the
                   rights represented hereby, such shares of stock or
                   securities as may be issued in connection with such
                   consolidation, merger or sale or conveyance with
                   respect to or in exchange for the number of outstanding
                   shares of Common Stock immediately therefore
                   purchasable and receivable upon the exercise of the
                   rights represented hereby had such consolidation,
                   merger or sale or conveyance not taken place, and in
                   any such case appropriate provision shall be made with
                   respect to the rights and interests of the holder of
                   this Warrant to the end that the provisions hereof
                   shall be applicable as nearly as may be in relation to
                   any shares of stock or securities thereafter
                   deliverable upon the exercise hereof.

                        (C)       In case the Corporation shall, while
                   this Warrant remains unexercised, in whole or in part,
                   and in force, issue (otherwise than by stock dividend
                   or stock split-up or reverse split) or sell shares of
                   its Common Stock (hereinafter referred to as
                   "Additional Shares") for a consideration per share
                   (before deduction of expenses or commissions or
                   underwriting discounts or allowances in connection
                   therewith) less than the purchase price hereunder per
                   share, then, after the date of such issuance or sale,
                   the purchase price hereunder per share shall be reduced
                   to a price determined by dividing (1) an amount equal
                   to (a) the total number of shares of Common Stock
                   outstanding immediately prior to the time of such
                   issuance or sale multiplied by such purchase price
                   hereunder per share, plus (b) the consideration (before
                   deduction of expenses or commissions or underwriting
                   discounts or allowances in connection therewith), if
                   any, received by the Corporation upon such issuance or
                   sale, by (2) the total number of shares of Common Stock
                   outstanding after the date of the issuance or sale of
                   such Additional Shares, and the number of shares of
                   Common Stock which the holder hereof shall be entitled
                   to purchase hereunder at each such adjusted purchase
                   price per share, at the time such adjusted purchase
                   price per shall be in effect, shall be the number of
                   whole shares of Common Stock obtained by multiplying
                   such purchase price hereunder per share before such
                   adjustment, by the number of shares of Common Stock
                   purchasable upon the exercise of this Warrant
                   immediately before such adjustment, and dividing the
                   product so obtained by such adjusted purchase price per
                   share; provided, however, that no such adjustment of
                   the purchase price hereunder per share or the number of
                   shares for which this Warrant may be exercised shall be
                   made upon the issuance or sale by the Corporation of
                   Additional Shares reserved for issuance upon exercise

                                         -3-




                   of outstanding Stock Options, and of Additional Shares
                   reserved for issuance upon exercise of outstanding
                   stock under the Corporation's Restricted Management
                   Stock Bonus Plan.

                        (D)       In case the Corporation shall, while
                   this Warrant remains unexercised in whole or in part,
                   and in force, issue or grant any rights to subscribe
                   for or to purchase, or any option (other than the
                   employee stock options referred to in subsection (C)
                   above) for the purchase of (i) Common Stock or (ii) any
                   indebtedness or shares of stock convertible into or
                   exchangeable for Common Stock (indebtedness or shares
                   of stock convertible into or exchangeable for Common
                   Stock being hereinafter referred to as "Convertible
                   Securities"), or issue or sell Convertible Securities
                   and the price per share for which Common Stock is
                   issuable upon the exercise of such rights or options or
                   upon conversion or exchange of such Convertible
                   Securities at the time such Convertible Securities
                   first become convertible or exchangeable (determined by
                   dividing (1) in the case of an issuance or grant of any
                   such rights or options, the total amount, if any,
                   received or receivable by the Corporation as
                   consideration for the issuance or grant of such rights
                   or options, plus the minimum aggregate amount of
                   additional consideration payable to the Corporation
                   upon exercise of such rights or options, plus, in the
                   case of such Convertible Securities, in the minimum
                   aggregate amount of additional consideration, if any,
                   payable to the Corporation upon the conversion or
                   exchange of such Convertible Securities at the time
                   such Convertible Securities first become convertible or
                   exchangeable, or (2) in the case of an issuance or sale
                   of Convertible Securities other than where the same or
                   issuable upon the exercise of any such rights or
                   options, the total amount, if any, received or
                   receivable by the Corporation as consideration for the
                   issuance or sale of such Convertible Securities, plus
                   the minimum aggregate amount of additional
                   consideration, if any, payable to the Corporation upon
                   the conversion or exchange of such Convertible
                   Securities at the time such Convertible Securities
                   first become convertible or exchangeable, by, in either
                   such case, (3) the total maximum number of shares of
                   Common Stock issuable upon the exercise of such rights
                   or options or upon the conversion or exchange of such
                   Convertible Securities at the time such Convertible
                   Securities first become convertible or exchangeable)
                   shall be less than the two purchase prices hereunder
                   per share, then the total maximum number of shares of
                   Common Stock issuable upon the exercise of such rights
                   or options or upon conversion or exchange of the total
                   maximum amount of such Convertible Securities at the

                                         -4-




                   time such Convertible Securities first become
                   convertible or exchangeable, shall (as of the date of
                   the issuance or grant of such rights or options or, in
                   the case of the issuance or sale of Convertible
                   Securities other than where the same are issuable upon
                   the exercise of rights or options, as of the date of
                   such issuance or sale) be deemed to be outstanding and
                   to have been issued for said price per share; provided
                   that (i) no further adjustment of the purchase price
                   shall be made upon the actual issuance of such Common
                   Stock upon the exercise of such rights or options or
                   upon the conversion or exchange of such Convertible
                   Securities or upon the actual issuance of Convertible
                   Securities where the same are issuable upon the
                   exercise of such rights or options, and (ii) rights or
                   options issued or granted pro rata to shareholders
                   without consideration and Convertible Securities
                   issuable by way of dividend or other distribution to
                   shareholders shall be deemed to have been issued or
                   granted at the close of business on the date fixed for
                   the determination of shareholders entitled to such
                   rights, options or Convertible Securities and shall be
                   deemed to have been issued without consideration; and
                   (iii) if, in any case, the total maximum number of
                   shares of Common Stock issued upon exercise of such
                   rights or options or upon conversion or exchange of
                   such Convertible Securities is not, in fact, issued and
                   the right to exercise such right or option or to
                   convert or exchange such Convertible Securities shall
                   have expired or terminated, then, and in any such
                   event, the purchase price, as adjusted, shall be
                   appropriately readjusted at the time of such expiration
                   or termination.  In such case, each purchase price
                   hereunder per share which is greater than the price per
                   share for which Common Stock  is issuable upon
                   conversion or exchange of such rights or options or
                   upon conversion or exchange of such Convertible
                   Securities at the time such Convertible Securities
                   first become convertible or exchangeable, as determined
                   above in this subsection (D), shall thereupon be
                   reduced to a price determined by dividing (1) an amount
                   equal to (a) the total number of shares of Common Stock
                   outstanding immediately prior to the time of the
                   issuance or grant of such rights or options or the
                   issuance or sale of such Convertible Securities
                   multiplied by such purchase price hereunder per share,
                   plus (b) the total amount, if any, received or
                   receivable by the Corporation as consideration for such
                   issuance or grant or such issuance or sale, plus the
                   additional amounts referred to and more fully set forth
                   in clauses (1) and (2) of the parenthetical material
                   above in this subsection (D), whichever clause and
                   whichever additional amounts may be applicable, by (2)
                   the total number of shares of Common Stock outstanding

                                         -5-




                   after the date of such issuance or grant or such
                   issuance or sale, and the number of shares of Common
                   Stock which the holder hereof shall be entitled to
                   purchase hereunder at such adjusted purchase price per
                   share, at the time such adjusted purchase price per
                   shall be in effect, shall be the number of whole shares
                   of Common Stock obtained by multiplying such purchase
                   price hereunder, per share, before such adjustment, by
                   the number of shares of Common Stock purchasable upon
                   the exercise of this Warrant immediately before such
                   adjustment and dividing the product so obtained by such
                   adjusted purchase price per share.

                        (E)       For the purpose of subsections (C) and
                   (D) above, in case the Corporation shall issue or sell
                   Additional Shares, issue or grant any rights to
                   subscribe for or to purchase, or any options for the
                   purchase of (i) Common Stock or (ii) Convertible
                   Securities, or issue or sell Convertible Securities for
                   a consideration part of which shall be other than cash,
                   the amount of the consideration received by the
                   Corporation therefor shall be deemed to be the cash
                   proceeds, if any, received by the Corporation plus the
                   fair value of the consideration other than cash as
                   determined by the Board of Directors of the Corporation
                   in good faith, before deduction of commissions,
                   underwriting discounts or allowances or other expenses
                   paid or incurred by the Corporation for any
                   underwriting of, or otherwise in connection with, such
                   issuance, grant or sale.

                        (F)       Subject to the provisions of subsection
                   (G) below, in case the Corporation shall, while this
                   Warrant remains unexercised, in whole or in part, and
                   in force, make any distribution of its assets to
                   holders of Common Stock as a partial liquidating
                   dividend, by way of return of capital or otherwise,
                   then, after the date of record for determining
                   shareholders entitled to such distribution, the holder
                   hereof shall be entitled, upon exercise of this Warrant
                   and purchase of any or all of the shares of Common
                   Stock subject hereto, to receive the amount of such
                   assets (or at the option of the Corporation, a sum
                   equal to the value thereof at the time of such
                   distribution to holders of Common Stock as such value
                   is determined by the Board of Directors of the
                   Corporation in good faith) which would have been
                   payable to such holder had he been the holder of record
                   of such shares of Common Stock on the record date for
                   the determination of shareholders entitled to such
                   distribution.

                        (G)       Except as otherwise provided in
                   subsection (B) above, in the case of any sales or

                                         -6-




                   conveyance of all or substantially all of the assets of
                   the Corporation in connection with a plan of complete
                   liquidation of the Corporation, in the case of the
                   dissolution, liquidation or winding up of the
                   Corporation, all rights under this Warrant shall
                   terminate on a date fixed by the Corporation, such date
                   so fixed to be not earlier than the date of the
                   commencement of the proceedings for such dissolution,
                   liquidation or winding-up and not later than thirty
                   (30) days after such commencement date.  Notice of such
                   termination of purchase rights shall be given to  the
                   registered holder hereof, as the same shall appear on
                   the books of the Corporation, at least thirty (30) days
                   prior to such termination date.

                        (H)       In case the Corporation shall, while this
                   Warrant remains unexercised in whole or in part, and in
                   force, offer to the holders of Common Stock any rights
                   to subscribe for additional shares of stock of the
                   Corporation, then the Corporation shall given written
                   notice thereof to the registered holder hereof not less
                   than thirty (30) days prior to the date on which the
                   books of the Corporation are closed or a record date
                   fixed for the determination of shareholders entitled to
                   such subscription rights.  Such notice shall specify
                   the date as to which the books shall be closed or the
                   record date fixed with respect to such offer or
                   subscription, and the right of the holder hereof to
                   participate in such offer or subscription shall
                   terminate if this Warrant shall not be exercised on or
                   before the date of such closing of the books or such
                   record date.

                        (I)       Any adjustment pursuant to the foregoing
                   provisions shall be made on the basis of the number of
                   shares of Common Stock which the holder hereof would
                   have been entitled to acquire by exercise of this
                   Warrant immediately prior to the event giving rise to
                   such adjustment and, as to the purchase price hereunder
                   per share, whether or not in effect immediately prior
                   to the time of such adjustment, on the basis of such
                   purchase price immediately prior to the event giving
                   rise to such adjustment.  Whenever any such adjustment
                   is required to be made, the Corporation shall forthwith
                   determine the new number of shares of Common Stock
                   which the holder shall be entitled to purchase
                   hereunder and/or such new purchase price per share, and
                   shall prepare, retain on file and transmit to the
                   holder hereof within ten (10) days after such
                   preparation a statement describing in reasonable detail
                   the method used in calculating such adjustment(s).

                        (J)       For the purposes of this Section 3, the
                   term "Common Stock" shall include all shares of

                                         -7-




                   capital stock authorized by the Corporation's
                   Certificate of Incorporation, as from time to time
                   amended, which are not limited to a fixed sum or
                   percentage of par value in respect of the right of the
                   holders thereof to participate in dividends or in the
                   distribution of assets upon the voluntary or
                   involuntary liquidation, dissolution or winding-up of
                   the Corporation.

                        (K)       Whenever the price per share hereunder,
                   initial or adjusted, and the number of shares of Common
                   Stock to be purchased upon exercise hereof, initial or
                   adjusted, shall be changed or adjusted pursuant to the
                   provisions of this Section 3, the Corporation shall
                   forthwith cause written notice setting forth the
                   changed or adjusted price per share hereunder and
                   number of shares to be purchased upon exercise hereof
                   to be given to the holder of this Warrant.

                   4.   (A)       The Corporation agrees prior to December
         31, 1995 to file a Registration Statement on the appropriate form
         (the "Registration Statement") with the Securities and Exchange
         Commission in accordance with the Securities Act of 1933, as
         amended (the "Act"), and hereby agrees to include in the
         Registration Statement among the securities to be registered the
         Warrants, and the shares of Common Stock into which the Warrants
         are exercisable, at the Corporation's sole cost and expense.

                        (B)       The Corporation agrees that so long as
         the holder hereof owns any of the Warrants or any shares of
         Common Stock issued upon the exercise thereof, at the written
         request of the holder hereof made at any time, it will prepare
         and file with the Securities and Exchange Commission a post-
         effective amendment to the Registration Statement or a new
         registration statement with respect to a then proposed public
         offering by the holder hereof of the Warrants or shares of Common
         Stock issued or issuable upon exercise thereof, all of the
         expenses of preparation and filing of such post-effective
         amendment or new registration statement, including legal,
         accounting, printing, blue sky and other fees and expenses, to be
         borne by the Corporation.

                        (C)       The Corporation agrees that at any 
         time the Corporation contemplates filing under the Act an
         amendment to the Registration Statement or a new registration
         statement, it shall notify the holder hereof in writing at least
         thirty (30) days prior to the filing of such amended or new
         registration statement of its intention to do so, and in such
         case the holder hereof shall have the right, upon written notice
         delivered to the Corporation within twenty (20) days after
         receipt of notice from the Corporation, to require that such
         Warrants and such shares of Common Stock be included in such
         amended or new registration statement.  In the event that the


                                         -8-




         holder hereof elects to so include such Warrants or such shares
         of Common Stock, the Corporation shall pay all of the expenses of
         preparation and filing of such new registration statement,
         including legal, accounting, printing, blue sky and other fees
         and expenses.

                        (D)       The Corporation agrees to use it best efforts
         to cause any such post-effective amendment to the Registration
         Statement or such new registration statement to become effective
         as promptly as possible.  The Corporation agrees to file such
         post-effective amendment or amendments to any post-effective
         amendment or new registration statement or supplements to any
         prospectus contained therein as may be required so that there
         will continuously be available (for so long a period of time as
         such prospectus may be used under the Act or otherwise as may be
         determined by the Securities and Exchange Commission) a
         prospectus meeting the requirements of the Act.  The Corporation
         agrees to provide a reasonable number of copies of any
         preliminary or final prospectus forming a part of such post-
         effective amendment or new registration statement, and the
         Corporation shall comply with the blue sky laws of such states as
         may be requested by the holder of the Warrants or shares of
         Common Stock issued upon exercise hereof; provided, however, that
         the Corporation shall not be obligated to file any general
         consent to service of process or to qualify as a foreign
         corporation under the laws of any such state.  Such provision and
         such compliance shall be at the expense of the Corporation.  The
         Corporation agrees to indemnify the holder of the Warrants and
         shares of Common Stock issued upon exercise hereof to the usual
         extent in connection with liabilities and expenses arising out of
         material misrepresentations or omissions in such post-effective
         amendment or new registration statement against the
         indemnification of the Corporation by the holder of the Warrants
         and shares of Common Stock issued upon exercise hereof to the
         usual extent.

                        (E)       The holder hereof agrees that the Warrants
         and shares of Common Stock will not be offered or sold (1) unless
         at the time of such offer or sale, there is delivered a
         prospectus meeting the requirements of the Securities Act of
         1933, as amended, forming a part of an applicable post-effective
         amendment to the Registration Statement, or forming a part of a
         new registration statement with respect to such offer and sale,
         or (2) unless in the opinion of counsel to the Corporation
         satisfactory to the holder hereof, such offer and sale is exempt
         from the provisions of Section 5 of the Act.  In connection with
         the preparation of any post-effective amendment to the
         Registration Statement or any new registration statement, the
         holder hereof agrees to furnish the Corporation with information,
         in writing, concerning the terms of the proposed offer.

                   5.   The Corporation agrees at all times to reserve or
         hold available a sufficient number of shares of Common Stock


                                         -9-




         to cover the number of shares issuable upon the exercise of this
         and all other Warrants of the same class.

                   6.   This Warrant shall not entitle the holder hereof
         to any voting rights or other rights as a shareholder of the
         Corporation, or to any other rights whatsoever except the rights
         herein expressed, and no dividends shall be payable or accrue in
         respect of this Warrant or the interest represented hereby or the
         shares purchasable hereunder until or unless, and except to the
         extent that, this Warrant shall be exercised.

                   7.   This Warrant is exchangeable upon the surrender
         hereof by the holder hereof to the Corporation for new Warrants
         of like tenor representing in the aggregate the right to purchase
         the number of shares purchasable hereunder, each of such new
         Warrants to represent the right to purchase such number of shares
         as shall be designated by the holder hereof at the time of such
         surrender.

                   8.   The Corporation will transmit to the holder of
         this Warrant such information, documents and reports as are
         generally distributed to shareholders of the Corporation
         concurrently with the distribution thereof to such shareholders.

                   9.   Notices to be given to the holder of this Warrant
         shall be deemed to have been sufficiently given if delivered or
         mailed, addressed in the name and at the address of such holder
         appearing in the records of the Corporation, and if mailed, sent
         first class registered or certified mail, postage prepaid.  The
         address of the Corporation is 100 Jericho Quadrangle, Jericho,
         New York 11753, and the Corporation shall give written notice of
         any change of address to the holder hereof.

                   IN WITNESS WHEREOF, the Corporation has caused this
         Warrant to be executed by the signature of its President and its
         seal affixed and attested by its Secretary.

         Dated: May 8, 1991

                                       INSTRUMENT SYSTEMS CORPORATION



                                       By: /s/ Robert Balemian            
                                            Robert Balemian, President


         [Corporate Seal]

         ATTEST:


         /s/ Susan Reilly     
         Susan Reilly, Secretary

                                        -10-




                                SUBSCRIPTION FORM
                                _________________ 

                           To Be Executed By the Holder
                          If He Desires to Exercise The
                           Warrant in Whole Or In Part

         TO: INSTRUMENT SYSTEMS CORPORATION

                   The undersigned hereby irrevocably elects to exercise
         the right of purchase represented by the within Warrant for,
         and to purchase thereunder, ________________ shares of the
         stock provided for therein and tenders payment herewith to the
         order of INSTRUMENT SYSTEMS CORPORATION in the amount of $
         (such payment being in cash or by certified or official bank or
         bank cashier's check) in accordance with the terms of the
         within Warrant.  The undersigned requests that certificates for
         such shares be issued in the name of

         ______________________________        __________________________       
          (Name)                               (Social Security or
                                               other identifying number
                                                of Subscriber)
         ______________________________
         (Address)
         and to be delivered to___________________________________________     
                                       (Name)
                                                                        
         (Address)
         _________________________________________________________________

         and, if said number of shares shall not be all the shares
         purchasable hereunder, that a new Warrant for the balance
         remaining of the shares purchasable under the within Warrant be
         registered in the name of, and delivered to, the undersigned at
         the address stated below.

                                                                        
         _________________________________________________________________
         (Address)

         Dated:_________________, 19       _______________________________      
                                            (Signature)
                                            NOTE: The signature to this
                                            Subscription must correspond
                                            with the name as written
                                            upon the face of this
                                            Warrant in every particular,
                                            without alteration or
                                            enlargement or any change
                                            whatever.




                                    ASSIGNMENT
                                    __________

                           To Be Executed By The Holder
                           If He Desires To Assign The
                             Warrant In Its Entirety


                   FOR VALUE RECEIVED, _____________________________________

                   hereby sells, assigns and transfers unto_________________   

         _____________________________   ___________________________________    
                                         (Please insert Social Security
                                         or other identifying number of
                                         Assignee)

         the right to purchase _______________________ shares of Common
         Stock of  the within named Company evidenced by the within
         Warrant, together with all right, title and interest therein,
         and does hereby irrevocably constitute and appoint

                                                                        
         ___________________________________________________________________
         attorney to transfer the said Warrant on the books of said
         Company, with full power of substitution in the premises.


         Dated:_________________, 19  




                                            ________________________________    
                                            (Signature)
                                            NOTE: The signature to this
                                            Assignment must correspond
                                            with the name as written
                                            upon the face of this
                                            Warrant in every particular,
                                            without alteration or
                                            enlargement or any change
                                            what-ever.


                                            SIGNATURE GUARANTEED:






                                                               EXHIBIT 5



                  [Letterhead of Wachtell, Lipton, Rosen & Katz]


                                            February 10, 1997



         Griffon Corporation
         100 Jericho Quadrangle
         Jericho, New York  11753

         Gentlemen:

                   We have acted as special counsel to Griffon
         Corporation, a Delaware corporation (the "Company"), in
         connection with the Registration Statement on Form S-3 of the
         Company, to be filed with the Securities and Exchange
         Commission on February 10, 1997 (the "Registration Statement"),
         relating to the registration under the Securities Act of 1933,
         as amended, of 226,413 shares of the Company's Common Stock,
         par value $.25 per share (the "Shares"), and the associated
         Preferred Share Purchase Rights (the "Rights") to be sold
         pursuant to such Registration Statement by certain
         securityholders described in the Registration Statement.

              In this connection, we have reviewed:  (i) the Restated
         Certificate of Incorporation and By-Laws of the Company as
         currently in effect; (ii) the Registration Statement; (iii) the
         Rights Agreement dated as of May 9, 1996 (the "Rights
         Agreement"), between the Company and American Stock Transfer &
         Trust Company as Rights Agent; (iv) certain resolutions adopted
         by the Board of Directors of the Company; and (v) such other
         documents, records and other matters as we have deemed
         necessary or appropriate in order to give the opinions set
         forth herein.  We are familiar with the proceedings heretofore
         taken by the Company in connection with the authorization,
         registration, issuance and sale of the Shares and associated
         Rights.  We have, with your consent, relied as to factual
         matters on certificates or other documents furnished by the
         Company or its officers and by governmental authorities and
         upon such other documents and data that we have deemed
         appropriate.  We have assumed the authenticity of all documents
         submitted to us as originals and the conformity to original
         documents of all documents submitted to us as copies.

                   We are members of the Bar of the State of New York
         and express no opinion as to the laws of any jurisdiction other
         than the laws of the State of New York and the General
         Corporation Law of the State of Delaware.

                   Based on such examination and review and subject to
         the foregoing, we are of the opinion that:  (i) the Shares,
         when sold in the manner set forth in the Registration
         Statement, will be legally issued, fully paid and
         nonassessable; and (ii) the Rights issued together with the
         Shares, assuming issuance of the Rights in accordance with the
         terms of the Rights Agreement, will be validly issued and
         binding obligations of the Company and entitled to the benefits
         of the Rights Agreement.

                   We consent to the use of this opinion as an Exhibit
         to the Registration Statement and to





         the reference to us under the caption "Legal Matters" in the
         Prospectus that is a part of the Registration Statement.  In
         giving such consent, we do not hereby admit that we are in the
         category of persons whose consent is required under Section 7
         of the Securities Act of 1933, as amended.

                                       Very truly yours,



                                       WACHTELL, LIPTON, ROSEN & KATZ






                                                            EXHIBIT 23.1








                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS






         As independent public accountants, we hereby consent to the
         incorporation by reference in this registration statement of
         our report dated November 6, 1996 included in Griffon
         Corporation's Form 10-K for the year ended September 30, 1996
         and to all references to our Firm included in this registration
         statement.




                                              ARTHUR ANDERSEN LLP


         February 7, 1997
         Roseland, New Jersey