UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2000

OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from           to
-------     -------

Commission File Number:  1-6620

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

DELAWARE                                   11-1893410
-------------------------------                   ----------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

100 JERICHO QUADRANGLE, JERICHO, NEW YORK                11753
-----------------------------------------                -----
(Address of principal executive offices)              (Zip Code)

(516) 938-5544
--------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

X   Yes            No
---             --- 
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date.  29,681,197  shares of Common
Stock as of January 31, 2001.

FORM 10-Q
---------     
CONTENTS
--------    
PAGE
----
PART I - FINANCIAL INFORMATION (Unaudited)
---------------------
Condensed Consolidated Balance Sheets at December 31, 2000
and September 30, 2000........................................    1

Condensed Consolidated Statements of Income for the Three
Months Ended December 31, 2000 and 1999 ......................    3

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 2000 and 1999 ................    4

Notes to Condensed Consolidated Financial Statements..........    5

Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................    8

Quantitative and Qualitative Disclosure about Market Risk.....    9

PART II - OTHER INFORMATION
-----------------
Item 1: Legal Proceedings ....................................   10

Item 2: Changes in Securities ................................   10

Item 3: Defaults upon Senior Securities ......................   10

Item 4: Submission of Matters to a Vote of Security Holders...   10

Item 5: Other Information ....................................   10

Item 6: Exhibits and Reports on Form 8-K .....................   10

Signature ....................................................   11

GRIFFON CORPORATION AND SUBSIDIARIES
------------------------------------  
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------  

December 31,   September 30,
2000            2000
------------   -------------
(Unaudited)       (Note 1)
ASSETS
------

CURRENT ASSETS:

Cash and cash equivalents                           $ 37,126,000   $ 26,616,000

Accounts receivable, less allowance for
doubtful accounts                                  140,737,000    144,259,000

Contract costs and recognized income not
yet billed                                          73,794,000     77,513,000

Inventories (Note 2)                                  95,380,000     98,440,000

Prepaid expenses and other current assets             18,837,000     18,891,000
------------   ------------        

Total current assets                              365,874,000    365,719,000

PROPERTY,  PLANT AND  EQUIPMENT
at cost,  less  accumulated  depreciation
and amortization of $93,156,000 at
December 31, 2000 and $87,533,000 at
September 30, 2000                                   142,420,000    142,944,000

OTHER ASSETS                                            73,294,000     73,363,000
------------   ------------        

$581,588,000   $582,026,000
============   ============
<FN>
See notes to condensed consolidated financial statements.
</FN>

1

GRIFFON CORPORATION AND SUBSIDIARIES
------------------------------------  
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------   

December 31,   September 30,
2000            2000
------------   ------------        
(Unaudited)     (Note 1)

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:

Accounts and notes payable and current
portion of long-term debt                         $ 76,184,000   $ 90,435,000

Other current liabilities                             92,311,000     83,621,000
------------   ------------        

Total current liabilities                         168,495,000    174,056,000
------------   ------------        

LONG-TERM DEBT                                         119,073,000    125,916,000
------------   ------------        

MINORITY INTEREST AND OTHER                             19,884,000     18,093,000
------------   ------------        

SHAREHOLDERS' EQUITY:
Preferred stock, par value $.25 per
share, authorized 3,000,000 shares,
no shares issued                                           ---            ---
Common Stock, par value $.25 per
share, authorized 85,000,000
shares, issued 31,749,199 shares
at December 31, 2000 and September 30, 
2000;  2,068,002 shares in treasury at
December 31, 2000 and September 30, 2000             7,937,000      7,937,000

Other shareholders' equity                           266,199,000    256,024,000
------------   ------------        

Total shareholders' equity                        274,136,000    263,961,000
------------   ------------        

$581,588,000   $582,026,000
============   ============

<FN>
See notes to condensed consolidated financial statements.
</FN>

2

GRIFFON CORPORATION AND SUBSIDIARIES
------------------------------------  
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited)

THREE MONTHS ENDED DECEMBER 31,
-------------------------------
2000           1999
------------   ------------        

Net sales                                               $288,195,000   $280,761,000
Cost of sales                                            212,994,000    208,909,000
------------   ------------
Gross profit                                           75,201,000     71,852,000

Selling, general and administrative expenses              57,336,000     55,437,000
------------   ------------        
Income from operations                                 17,865,000     16,415,000
------------   ------------        

Other income (expense):
Interest expense                                       (3,465,000)    (2,355,000)
Interest income                                           571,000        303,000
Other, net                                                 16,000        (13,000)
------------   ------------        
(2,878,000)    (2,065,000)
------------   ------------        
Income before income taxes                             14,987,000     14,350,000

Provision for income taxes                                 6,145,000      5,700,000
------------   ------------        
Income before minority interest and cumulative
effect of a change in accounting principle            8,842,000      8,650,000

Minority interest (Note 5)                                (1,339,000)     1,082,000
------------   ------------        

Income before cumulative effect of a change in
accounting principle                                  7,503,000      9,732,000

Cumulative effect of a change in accounting
principle, net of income taxes (Note 5)                       ---     (5,290,000)
------------   ------------        

Net income                                           $  7,503,000   $  4,442,000
============   ============

Basic and diluted earnings per share of common stock
(Note 3):
Income before cumulative effect of a change in
accounting principle                                $        .25   $        .32
Cumulative effect of a change in accounting
principle                                                    --           (.17)
------------   ------------        
$        .25   $        .15
============   ============
<FN>
See notes to condensed consolidated financial statements
</FN>

3

GRIFFON CORPORATION AND SUBSIDIARIES
------------------------------------  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)

THREE MONTHS ENDED DECEMBER 31,
-------------------------------  
2000            1999
-----------    -----------        

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                              $ 7,503,000    $ 4,442,000
-----------    -----------        
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization                         6,007,000      5,552,000
Minority interest                                     1,339,000     (1,082,000)
Cumulative effect of a change in accounting
principle                                                 ---      5,290,000
Provision for losses on accounts receivable             778,000        455,000
Change in assets and liabilities:
(Increase) decrease in accounts receivable
and contract costs and recognized income
not yet billed                                    7,276,000     (7,974,000)
(Increase) decrease in inventories                  3,497,000     (6,024,000)
Increase in prepaid expenses and other
assets                                           (1,342,000)    (2,000,000)
Decrease in accounts payable, accrued
liabilities and federal income taxes            (14,200,000)      (934,000)
Other changes, net                                  2,790,000      1,048,000
-----------    -----------        
Total adjustments                                       6,145,000     (5,669,000)
-----------    -----------        
Net cash provided by (used in) operating
activities                                      13,648,000     (1,227,000)
-----------    -----------        
CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property, plant and equipment           (4,011,000)    (7,421,000)
Acquired businesses                                           ---    (12,112,000)
Decrease in equipment lease deposits                    2,150,000        793,000
Other, net                                                 22,000      1,255,000
-----------    -----------        
Net cash used in investing activities             (1,839,000)   (17,485,000)
-----------    -----------        
CASH FLOWS FROM FINANCING ACTIVITIES:

Purchase of treasury shares                                   ---       (224,000)
Proceeds from issuance of long-term debt                1,406,000     16,500,000
Payments of long-term debt                             (1,936,000)      (311,000)
Other, net                                               (769,000)      (566,000)
-----------    -----------        
Net cash provided by (used in) financing
activities                                      (1,299,000)    15,399,000
-----------    -----------        
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     10,510,000     (3,313,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         26,616,000     21,242,000
-----------    -----------        

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $37,126,000    $17,929,000
===========    ===========
<FN>
See notes to condensed financial statements
</FN>

4

GRIFFON CORPORATION AND SUBSIDIARIES
------------------------------------  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------  
(Unaudited)

(1) Basis of Presentation -
---------------------

The accompanying  unaudited condensed  consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation have been included.  Operating  results for the three-month  period
ended December 31, 2000 are not  necessarily  indicative of the results that may
be expected  for the year  ending  September  30,  2001.  The  balance  sheet at
September  30, 2000 has been derived from the audited  financial  statements  at
that  date.  For  further  information,  refer  to  the  consolidated  financial
statements  and footnotes  thereto  included in the  company's  annual report to
shareholders for the year ended September 30, 2000.

(2) Inventories -
-----------

Inventories,  stated  at the  lower  of  cost  (first-in,  first-out  or
average) or market, are comprised of the following:

December 31,    September 30,
2000           2000
-----------    -----------

Finished goods.........................                 $57,135,000    $58,390,000

Work in process........................                  18,897,000     20,842,000

Raw materials and supplies.............                  19,348,000     19,208,000
-----------    -----------

$95,380,000    $98,440,000
===========    ===========

(3) Earnings per share (EPS) -
------------------------

Basic EPS is  calculated  by  dividing  income by the  weighted  average
number of shares of common  stock  outstanding  during the period.  The weighted
average  number  of shares of common  stock  used in  determining  basic EPS was
29,971,000  for the three months ended  December 31, 2000 and 30,466,000 for the
three months ended December 31, 1999.

5

Diluted EPS is  calculated  by dividing  income by the weighted  average
number of shares of common stock  outstanding plus additional common shares that
could be issued in connection with potentially dilutive securities. The weighted
average  number of shares of common  stock used in  determining  diluted EPS was
30,138,000 and 30,628,000 for the three months ended December 31, 2000 and 1999,
respectively, and reflects additional shares in connection with stock option and
other stock-based compensation plans.

Options to purchase  approximately  5,899,000  and  4,319,000  shares of
common stock were not included in the computations of diluted earnings per share
for the three months ended December 31, 2000 and 1999, respectively, because the
effects would have been antidilutive.

(4) Business segments -
-----------------

The company's reportable business segments are as follows - Garage Doors
(manufacture and sale of residential and commercial/industrial garage doors, and
related  products);  Installation  Services (sale and  installation  of building
products  primarily  for new  construction,  such as garage  doors,  garage door
openers,  manufactured  fireplaces  and  surrounds,  and  cabinets);  Electronic
Information and Communication Systems (communication and information systems for
government and commercial markets); and Specialty Plastic Films (manufacture and
sale of plastic films and film  laminates for baby diapers,  adult  incontinence
care  products,  disposable  surgical  and  patient  care  products  and plastic
packaging).

Information on the company's business segments is as follows:

Electronic
Information
Specialty       and
Garage      Installation     Plastic     Communication
Doors         Services        Films         Systems        Totals
------      ------------    ---------    -------------     ------

Revenues from
external customers -

Three months ended
December 31, 2000    $102,916,000   $ 67,807,000   $ 72,710,000   $ 44,762,000   $288,195,000

Three months ended
December 31, 1999     111,090,000     68,684,000     60,841,000     40,146,000    280,761,000

Intersegment revenues -

Three months ended
December 31, 2000    $  6,452,000   $     55,000   $        ---   $        ---   $  6,507,000

Three months ended
December 31, 1999       8,765,000        169,000            ---            ---      8,934,000

Segment profit -

Three months ended
December 31, 2000    $  4,935,000   $  1,188,000   $  9,712,000   $  4,279,000   $ 20,114,000

Three months ended
December 31, 1999       7,980,000      2,382,000      4,658,000      3,751,000     18,771,000

6

Following is a  reconciliation  of segment profit to amounts reported in
the consolidated financial statements:

Three Months Ended December 31,
-------------------------------    
2000               1999
----               ----

Profit for all segments                             $20,114,000         $18,771,000
Unallocated amounts                                  (2,233,000)         (2,369,000)
Interest expense, net                                (2,894,000)         (2,052,000)
-----------         -----------    
Income before income taxes                        $14,987,000         $14,350,000
===========         ===========

(5) Start-up costs -
--------------

Effective  October 1, 1999 the  company  adopted the  provisions  of the
American  Institute of Certified Public  Accountants'  Statement of Position No.
98-5 (SOP 98- 5),  "Reporting  on the Costs of  Start-Up  Activities".  SOP 98-5
requires that, at the date of adoption,  costs of start-up activities previously
capitalized  be  written-off  as a cumulative  effect of a change in  accounting
principle, and that after adoption, such costs are to be expensed as incurred.

Consequently,  in the  first  quarter  of  fiscal  2000,  the  company's
60%-owned  joint venture  wrote-off  costs that were  previously  capitalized in
connection with the start-up of the venture and the implementation of additional
production  capacity.  The  cumulative  effect  of  this  change  in  accounting
principle is  $5,290,000  (net of  $3,784,000  income tax effect).  The minority
interest's  share  of  the  net  charge  is  $2,116,000  and is  included  as an
offsetting  credit  in  "Minority   interest"  in  the  accompanying   Condensed
Consolidated Statement of Income for the three months ended December 31, 1999.

7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------     

RESULTS OF OPERATIONS

Net sales were $288.2 million for the three-month  period ended December
31, 2000, an increase of $7.4 million or 2.6% over last year.

Net sales of the garage door segment were $109.4 million,  a decrease of
$10.5 million or 8.7% compared to last year. The decrease was principally due to
lower unit sales of  residential  garage doors due  primarily to the effect of a
slowing economy, competitive markets and harsh winter weather conditions.

Net sales of the  installation  services  segment  were  $67.9  million,  a
decrease of $1.0 million,  or 1.4% compared to last year.  Internal  growth from
expanded  product  offerings  and a full  quarter's  results  from an  operation
acquired in the second  quarter of last year were offset by the effect of softer
housing markets.

Net sales of the specialty  plastic films  segment were $72.7  million,  an
increase of $11.9 million or 19.5% over last year. The increase was  principally
due to higher unit sales in both the segment's domestic and foreign  operations,
partly offset by the effect of a stronger U.S. dollar on foreign operations.

Net sales of the electronic  information and communication  systems segment
were $44.8  million,  an increase of $4.6 million or 11.5% compared to last year
due to higher funding levels on existing programs and a full quarter's operating
results from the search and weather radar business acquired last year.

Operating income for all business segments for the three-month period ended
December  31,  2000 was $20.1  million,  an  increase  of $1.3  million  or 7.2%
compared  to last  year.  The  increase  was  principally  due to  substantially
improved  operations in the specialty  plastic films and electronic  information
and communication systems segments.

Operating income of the garage door segment  decreased  approximately  $3.0
million or 38.2% compared to last year.  The effects of the decreased  sales and
lower margins were partly  offset by cost  reduction  programs.  The garage door
segment's  operating results also included a loss of approximately  $1.2 million
from a commercial door product line for which strategic  alternatives  are being
explored.  The outlook for garage doors'  near-term  prospects  remains  guarded
while cost containment  steps are being taken to enhance  operating results when
its markets improve.

Operating  income of the installation  services  segment  decreased by $1.2
million or 50.1% compared to last year. Higher margins from improved product mix
and expanded  product  offerings were offset by higher  distribution and selling
costs.

Operating  income of the specialty  plastic films  segment  increased  $5.1
million or 108.5%  compared to last year.  The  increase  was  primarily  due to
higher unit sales in both the  segment's  domestic and European  operations  and
related  manufacturing  efficiencies.  It is anticipated that specialty  plastic
films will further improve  profitability  through  additional  sales growth and
increased efficiencies.

Operating income of the electronic  information and  communication  systems
segment  increased  by  approximately  $.5  million  or 14.1% over last year due
primarily to the higher sales, partly offset by increased marketing and research

8

and development expenses.  Technology  initiatives,  which are expected to total
approximately  $5 million for the year,  aggregated less than $.5 million during
the first quarter as the programs commenced.  Telephonics' core business remains
strong, and though near-term earnings will be impacted by the increased research
and  development  activities,  the company is optimistic  that this segment will
generate increased sales and orders for the year.

Net interest expense  increased by $.8 million compared to last year due to
higher levels of outstanding debt used to pay for acquisitions in 2000 and 1999.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow  generated  by  operations  for the  quarter  was  $13.6  million
compared  to cash used in  operations  of $1.2  million  last  year and  working
capital was $197.4 million at December 31, 2000.

During the quarter,  the company had capital  expenditures of approximately
$4 million, principally made in connection with increasing production capacity.

Anticipated cash flows from  operations,  together with existing cash, bank
lines of credit  and lease  line  availability,  should be  adequate  to finance
presently  anticipated working capital and capital expenditure  requirements and
to repay long-term debt as it matures.

FORWARD-LOOKING STATEMENTS

All statements  other than  statements of historical  fact included in this
report,   including  without  limitation   statements  regarding  the  company's
financial  position,  business  strategy,  and the plans and  objectives  of the
company's management for future operations, are forward-looking statements. When
used  in  this  report,  words  such  as  "anticipate",  "believe",  "estimate",
"expect", "intend" and similar expressions, as they relate to the company or its
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the  company's  management,  as well as  assumptions
made by and information currently available to the company's management.  Actual
results could differ materially from those  contemplated by the  forward-looking
statements  as a result  of  certain  factors,  including  but not  limited  to,
business and economic  conditions,  competitive  factors and pricing  pressures,
capacity  and  supply  constraints.  Such  statements  reflect  the views of the
company with respect to future  events and are subject to these and other risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity of the company. Readers are cautioned not to place
undue  reliance  on  these  forward-looking  statements.  The  company  does not
undertake   any   obligation   to  release   publicly  any  revisions  to  these
forward-looking  statements  to reflect  future  events or  circumstances  or to
reflect the occurrence of unanticipated events.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Management does not believe that there is any material market risk exposure
with respect to derivative or other financial  instruments  that are required to
be disclosed.

9

PART II - OTHER INFORMATION

Item 1     Legal Proceedings
-----------------

None

Item 2     Changes in Securities
---------------------

None

Item 3     Defaults upon Senior Securities
-------------------------------

None

Item 4    Submission of Matters to a Vote of Security Holders
---------------------------------------------------

(a)  The Registrant  held its Annual Meeting of Stockholders on February 7,
2001

(b)  Not applicable

(c)(i) Four directors were elected at the Annual Meeting to serve until the
Annual Meeting of  Stockholders  in 2004. The names of these directors
and votes cast in favor of their  election and shares  withheld are as
follows:

Name                          Votes For     Votes Withheld
----                          ---------     --------------

Henry A. Alpert                             22,476,025       4,835,200
Abraham M. Buchman                          21,874,924       5,436,301
Lt. Gen. James W. Stansberry (Ret.)         21,882,537       5,428,688
Rear Admiral Clarence A. Hill, Jr. (Ret.)   21,873,262       5,437,963

(ii) In addition to the election of directors,  the stockholders approved a
proposal  to adopt the Griffon  Corporation  2001 Stock  Option  Plan.
17,647,918  shares  were  voted in favor of this  proposal,  8,849,294
shares were voted against and 814,013 shares abstained.

Item 5    Other Information
-----------------

None

Item 6    Exhibits and Reports on Form 8-K
--------------------------------

(a)  Exhibits
--------

None

10

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 thereunto duly authorized.

GRIFFON CORPORATION

By/s/ Robert Balemian
-------------------------------------
Robert Balemian
President and Chief Financial Officer
(Principal Financial Officer)

Date:  February 7, 2001

11