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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report: June 30, 2005
(Date of earliest event reported)

Griffon Corporation
_____________________________________________________________________________ 
(Exact name of registrant as specified in its charter)

Delaware                          1-6620                        11-1893410
_____________________________________________________________________________
(State or other                 (Commission                    (IRS Employer
jurisdiction of                 File Number)                   Identification
incorporation)                                                       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)

N/A
_____________________________________________________________________________
(Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 
230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
.14a-12)
_ Pre-commencement communications pursuant to Rule  14d-2(b) under the  Exchange
Act (17 CFR 240.14d-(b))
_ Pre-commencement communications pursuant to Rule  13e-4(c) under the  Exchange
Act (17 CFR 240.13e-(c))

ITEM 1.01    ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On June 30, 2005,  the Registrant  entered into a Stock Purchase  Agreement
with BBA Holding  Deutschland  GmbH  ("BBA")  pursuant to which the  Registrant,
through its indirect,  wholly-owned subsidiary,  Clopay Folien GmbH, ("Clopay"),
will purchase  from BBA all of the share  capital of BBA Joint  Venture  Holding
GmbH ("JV Holding") for $82 million in cash (the  "Transaction").  JV Holding is
the owner of the forty  (40%)  percent of  Finotech  Verbundstoffe  GmbH & Co KG
("Finotech")  that  Clopay  does not already  own.  Finotech is a joint  venture
between Clopay and BBA. In connection with the Transaction,  BBA Group PLC ("BBA
Group"), the parent of BBA, guaranteed the obligation of BBA to indemnify Clopay
for a ten (10) year period in respect of any liabilities of JV Holding as of the
Closing Date other than those related to its ownership of Finotech.

In addition,  on July 1, 2005, the Registrant  entered into an Amendment to
its Loan  Agreement  dated  as of  October  25,  2001,  as  amended  (the  "Loan
Agreement"),  pursuant to which  certain  covenants  were  amended to enable the
Registrant to consummate the Transaction.

A copy of the press release  announcing the  Transaction is attached hereto
as Exhibit 99.1. A copy of the Stock  Purchase  Agreement is attached  hereto as
Exhibit 10.1. A copy of the amendment to the Loan  Agreement is attached  hereto
as Exhibit 10.2.

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On July 5, 2005, the Registrant  consummated the  Transaction  described in
Item 1.01,  above.  The purchase  price paid in the  Transaction  was determined
based on the historical and projected financial results for Finotech and was the
result of arms-length negotiations.

ITEM 2.03    CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On July 5,  2005,  the  Registrant  borrowed  $60  million  under  its Loan
Agreement.  The Registrant may borrow, repay and reborrow amounts under its Loan
Agreement.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

As a result of the  Registrant's  60%  ownership  in Finotech  prior to the
consummation  of the  Transaction  described in Item 1.01 above,  the  requisite
financial   information   required  by  this  Item  has  been  included  in  the
Registrant's  Form 10-Q for the  quarter  ended March 31, 2005 and Form 10-K for
the fiscal year ended September 30, 2004,  each of which is hereby  incorporated
by reference.

2

(b) Pro forma financial information.

The Registrant  will file the financial  information  required by this Item
not later than 71 days after the date on which this Form 8-K is  required  to be
filed.

(c) Exhibits.

10.1    Stock Purchase Agreement dated June 30, 2005 among Clopay Folien
Folien GmbH, BBA Holding Deutschland GmbH and BBA Group PLC

10.2    Amendment  to Loan  Agreement  dated as of June 30, 2005 between
the Registrant and the lenders party thereto

99.1    Press Release dated July 1, 2005

3

SIGNATURES
----------

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

GRIFFON CORPORATION

By:  /s/ Eric Edelstein
----------------------------------------- 
Eric Edelstein, Executive Vice President
and Chief Financial Officer

Date:  July 7, 2005

4

EXHIBIT INDEX
-------------

10.1   Stock Purchase Agreement dated June 30, 2005  among  Clopay Folien
GmbH, BBA Holding Deutschland GmbH and BBA Group PLC

10.2   Amendment to Loan Agreement  dated as of June 30, 2005 between the
Registrant and the lenders party thereto

99.1   Press Release dated July 1, 2005

5

Deed Register Allg. Prot. Nr. 95/2005
-------------------------------------

NOTARIAL DEED

R e c o r d e d
in Basel on 1 July 2005 00.30 a.m. Basel time/
on 30 June 2005 11.30 p.m. London time

Before me, the undersigned notary

Dr. Thomas Gelzer

practising in Basel / Switzerland,

the following persons appeared today:

1.   Mrs.  Melanie Becker,  born on January 14, 1982,  whose business address is
Aeschenvorstadt  4, CH-4010 Basel,  personally known to the notary,  acting
not in her own name but on the basis of a power of attorney  dated June 28,
2005,  and a sub-power of attorney  dated June 30, 2005 fax copies of which
were available for inspection during the notarisation, and copies of which,
which are hereby  certified,  are  attached to this Deed,  on behalf of BBA
HOLDING  DEUTSCHLAND GMBH, a German limited liability company with place of
business at  Rathenaustra(beta)e  12,  30159  Hannover,  registered  in the
commercial register of the Local Court of Hannover under HR B 59385,

"BBA ",

2.   Mrs.   Sabrina   Stoll,   born  on  August  5,  1982,   whose  business  is
Aeschenvorstadt  4, CH-4010 Basel,  personally known to the notary,  acting
not in her own name but on the basis of a power of attorney  dated June 30,
2005,  a fax  copy  of  which  was  available  for  inspection  during  the
notarisation,  and a certified  copy of which is attached to this Deed,  on
behalf of BBA Group PLC, an English  public  limited  company with place of
business at 20 Balderton  Street,  London W1K 6TL, England  registered with
Companies' House under registration number 00053688,

the "GUARANTOR",

3.   Mrs.  Sylvia  Walter,  born on July 31,  1973,  whose  business  address is
Aeschenvorstadt  4, CH-4010 Basel,  personally known to the notary,  acting
not in his own name but on the basis of a power of attorney  dated June 29,
2005 and a sub-power of attorney dated June 30, 2005,  electronic copies of
which were available for inspection during the notarisation,  and copies of
which, which are hereby certified,  are attached to this Deed, on behalf of
CLOPAY  FOLIEN  GMBH a  German  limited  liability  company  with  place of
business at  Rathenaustra(beta)e  12,  30159  Hannover,  registered  in the
commercial register of the Local Court of Hannover under HR B 61730,

"CLOPAY".

On the basis of inspection of the certified excerpt from the commercial register
submitted to him, a certified copy of which is attached to this Deed, the notary
certifies  that the  persons  that  issued  the power of  attorney  under 3. are
managing directors of the Buyer and have the power of joint representation.

BBA on the one hand and  Clopay on the other  hand are also  referred  to as the
"PARTY" and collectively as the "PARTIES".

The notary  pointed  out that,  prior to  notarisation,  he was bound to inquire
whether he or any of his partners had already  been or was  currently  active in
the matter  recorded  hereinafter  other  than in his  capacity  as  officiating
notary. The persons appearing declared that this was not the case.

The persons appearing requested the notarisation of the following

PURCHASE AND TRANSFER AGREEMENT

Section 1
Objects of the Sale
-------------------

1.1  BBA Joint Venture Holding GmbH is a German limited  liability  company with
place of business at  Rathenaustra(beta)e  12, 30159  Hannover,  registered
with the  commercial  register of the Hannover  Local Court under HRB 61828
(the "COMPANY").  The Company has a share capital of EUR 25,000,-- which is
divided into two shares in the nominal value of EUR 24,750 and EUR 250 (the
"SHARE") owned by BBA.

1.2  The Company owns the following interests in other companies:

A  limited   partner's   interest   (Kommanditanteil)   of  EUR   1,039,600
representing  40% of the  capital of Finotech  Verbundstoffe  GmbH & Co. KG
(the "BBA LIMITED PARTNER'S  INTEREST"),  a German limited partnership with
place of business at Daimlerstra(beta)e  3, 06449 Aschersleben,  registered
with the  commercial  register of the Magdeburg  Local Court under HRA 2716
("FINOTECH");

Shares  representing  100% of the share  capital of ASIG  Germany  GmbH,  a
German limited liability company,  registered with the commercial  register
of the Frankfurt am Main Local Court under HRB 31502 ("ASIG");

Shares  representing  50% of the share capital of Advanced  Design  Concept
GmbH,  a  German  limited  liability  company  with  place of  business  at
Rathenaustra(beta)e  12, 30159  Hannover,  registered  with the  commercial
register of the Hannover Local Court under HRB 59459 ("ADC");

Shares   representing   25.1%  of  the  share   capital  of  CORATECH  GmbH
Gesellschaft  fur  Recycling  und  Anwendungsberatung,   a  German  limited
liability  company  with place of business at  Beneckestra(beta)e  4, 31224
Peine,  registered with the commercial  register of the Gifhorn Local Court
under HRB 11644 ("CORATECH");

Shares  representing 50% of the share capital of Coronor Composites GmbH, a
German  limited  liability  company  with place of  business  at  Woltorfer
Stra(beta)e  124, 31224 Peine,  registered with the commercial  register of
the Gifhorn Local Court under HRB 11821 ("CORONOR");

-ASIG, ADC, CORATECH and Coronor hereinafter
collectively the "EXCLUDED SUBSIDIARIES"-
- the Excluded Subsidiaries and Finotech hereinafter collectively the
"SUBSIDIARIES" -

1.3  The Company and BBA have executed a profit and loss  transfer  agreement on
December 22, 2003 which has been registered in the commercial  register for
the Company on December 20, 2004 (the "PTLA"). BBA's receivable against the
Company  stemming  from the PLTA for the profits of the Company  (the "PLTA
RECEIVABLE") shall be assigned to Clopay under this Agreement.

1.4  Clopay originally  intended to acquire the BBA Limited  Partner's  Interest
only.  Upon BBA's  request,  Clopay is willing to do so indirectly  via the
purchase of the Share. It is, however, the common understanding and goal of
the Parties  that (i) prior to the  Transfer  Date (as  defined  below) the
Excluded  Subsidiaries  shall be sold and  transferred  to  another  entity
affiliated   with  BBA  and  that  (ii)  by  virtue  of  the   transactions
contemplated  in this Agreement (x) Clopay shall  economically  be put in a
position as if it would acquire the BBA Limited Partner's Interest only and
(y) BBA, to the extent that any liabilities or risks (including liabilities
or risks pertaining to the Excluded  Subsidiaries are not validly and fully
transferred  out of the  Company  prior to the  Transfer  Date (as  defined
hereunder), will indemnify Clopay against any such liabilities or risks.

Section 2
Sale and Transfer of the Share, Assignment of the PLTA Receivable
-----------------------------------------------------------------

2.1  BBA sells and,  subject to the condition  precedent that the Purchase Price
has been paid in full,  transfers  the Share to Clopay with effect as of 30
June 2005,  11.59 pm UK time (the "TRANSFER  DATE").  Clopay hereby accepts
the sale and transfer.

2.2  The  transfer  also  includes  all  ancillary  rights out of the Share,  in
particular the right to participate in the profits for the current business
year and in undistributed profits of past financial years.

2.3  BBA sells and,  subject to the condition  precedent that the Purchase Price
has been paid in full, assigns the PLTA Receivable to Clopay with effect as
of the Transfer Date. Clopay hereby accepts the sale and assignment.

Section 3
Purchase Price 
--------------

3.1  The  purchase  price for the Share and the PLTA  Receivable  amounts to USD
82,000,000 (the "PURCHASE PRICE").

3.2  An amount of USD 76,000,000 of the Purchase Price (the "IMMEDIATE  PURCHASE
PRICE") is due  immediately  and  payable in no event later than on July 5,
2005.

The Immediate Purchase Price shall be paid to the following bank account:

Correspondent Bank: Barclays Bank, New York

Bank: Barclays Bank, London.

SWIFT: BARCGB22

Sort-code: 20-00-00

Account Name: BBA Group PLC

A/C No.: 83298100

3.3  An amount of USD  6,000,000  of the Purchase  Price (the "ESCROW  ACCOUNT")
shall be paid to an account  jointly  held by BBA and  Clopay  with a major
German  bank  (deutsche  Gro(beta)bank)  to be agreed upon in good faith as
soon  as  possible  after  the  signing  of  this  Agreement  (the  "ESCROW
ACCOUNT").  Immediately after agreeing on the relevant bank, BBA and Clopay
shall enter into an escrow agreement  substantially in the form as attached
hereto as Annex  3.2(a) and shall  instruct  the bank with which the Escrow
Account  is held  substantially  in the form as  attached  hereto  as Annex
3.2(b).

3.4  A portion of the Purchase Price corresponding to the face value of the PLTA
Receivable  shall be allocated to the PLTA  Receivable and the remainder of
the Purchase Price shall be allocated to the Share.

3.5  Any right of Clopay to set-off and/or  withhold the payment of the Purchase
Price is hereby expressly waived and excluded.

Section 4
Guarantees
---------- 

4.1  BBA hereby assumes  vis-a-vis  Clopay by way of an  independent  promise of
liability  pursuant  to  Section  311  para.  1 of the  German  Civil  Code
(selbstandige  Haftungsversprechen  im Sinne des ss.  311 Abs. 1 BGB) (with
the remedies  stipulated in Section 5 below) that the  statements set forth
in this  Section 4 are true and correct as of today and as of the  Transfer
Date.  BBA and Clopay agree and  explicitly  confirm that the statements in
this Section 4 are not granted,  and shall not be qualified  and  construed
as, quality guaranties concerning the object of the purchase (Garantien fur
die  Beschaffenheit  der Sache)  within the meaning of Sections 443, 444 of
the German Civil Code,  respectively,  that Section 444 of the German Civil
Code  shall  not and does not  apply to the  statements  contained  in this
Section 4.

4.2  The factual statements in Sec. 1.1 to 1.3 are true and the Company does not
own any  direct  interests  in  companies  or  enterprises  other  than the
Subsidiaries. With respect to any of the Excluded Subsidiaries there are no
facts or circumstances  that could jeopardise the insulation of the Company
against unlimited  liability afforded by a German limited liability company
(GmbH),  including,  but not limited to concepts of "piercing the corporate
veil" (Durchgriff) or the like.

4.3  BBA is the legal and  economic  owner of the Share and the PLTA  Receivable
and can freely dispose of them and transfer title thereto to Clopay without
the approval of any third party. BBA has not sold,  assigned,  or otherwise
transferred  the  Share  or the PLTA  Receivable  or any  portion  thereof.
Neither the Share nor the PLTA  Receivable  are  encumbered  by any pledge,
collateral,  security  interest,  special  restriction or any other form of
security or promise.

4.4  The profit and loss transfer agreement between the Company and BBA has been
validly terminated with effect as of the Transfer Date.

4.5  The Company is the legal and  economic  owner of the BBA Limited  Partner's
Interest.  The Company has not sold, assigned, or otherwise transferred the
BBA Limited  Partner's  Interest or any  portion  thereof.  The BBA Limited
Partner's  Interest is not encumbered by any pledge,  collateral,  security
interest, special restriction or any other form of security or promise.

4.5  The Share and the BBA Limited  Partner's  Interest  have been fully paid up
and no repayments have been made.

4.6  As of the Transfer  Date, and except for the Excluded  Liabilities  and any
liability  for Taxes  against  which BBA is not  obliged  to  indemnify  in
accordance  with Sec.  10,  the  Company  will have no netted or  un-netted
liabilities outstanding, nor netted or un-netted liabilities which would be
required to be accrued  under  German  GAAP,  if a balance  sheet as of the
Transfer Date would be prepared  under German GAAP for a year-end  close on
June  30,  2005.  This  representation  includes  also the  absence  of any
contingent or currently unknown liabilities.

4.8  The consideration  for the Excluded  Subsidiary Shares is not less than the
current fair market value of such Excluded Subsidiary Shares.

4.9  As of the Transfer Date the  employment / service  agreements  with Messrs.
Homann and  Zimmermann  have been  transferred  with no claims of either of
them against the Company. The Company does not have any other employees. In
case of breach of this  guarantee,  BBA shall see to it that the respective
agreement is terminated as soon as possible after the Transfer Date and BBA
will indemnify the Company for any costs or liabilities in connection  with
the termination (incl. court and reasonable attorney's fee, if relevant).

4.10 The  Company  is not bound by any  contract  other  than the PLTA,  a lease
agreement in relation to a company car and a cash pooling  arrangement.  In
case of breach of this  guarantee,  BBA shall see to it that the respective
agreement is terminated as soon as possible after the Transfer Date and BBA
will indemnify the Company for any costs or liabilities in connection  with
the termination (incl. court and reasonable attorney's fee, if relevant).

4.11 The Company is not a party - be it as  plaintiff,  defendant or otherwise -
to any court or arbitration or public  authority  proceedings  There are no
indications that any such proceedings are imminent.

4.12 The Company has prior to or on the Transfer Date sold and  transferred  all
its  shares  in  the  Excluded  Subsidiaries  (the  "EXCLUDED  SUBSIDIARIES
SHARES") to a separate  entity that is not directly or indirectly  owned by
the Company  (the sale and  transfer of the  Excluded  Subsidiaries  Shares
hereinafter the "RESTRUCTURING").

4.13 To the  extent  that BBA has  disclosed  facts to  Clopay  or its  advisers
outside this  Agreement

or Clopay has otherwise gained knowledge of facts that relate to individual
guarantees  this can only be held against  Clopay if and to the extent that
these facts are  expressly  mentioned  in the  relevant  guarantee or in an
annex to which it expressly refers; section 442 BGB does not apply.

Section 5
Legal Consequences
------------------

5.1  In  the  event  of  any  breach  or  non-fulfilment  by  BBA  of any of the
statements  pursuant to Section 4, BBA shall put Clopay  into the  position
Clopay would have been in had the statements not been breached (restitution
in kind;  Naturalrestitution).  If BBA is unable to achieve  this  position
within thirty (30) days after having been notified by Clopay of the breach,
Clopay may claim for monetary damages (Schadenersatz in Geld). Clopay shall
be excluded  from  claiming  that any damage amount should be calculated by
reference to the fact that the Purchase  Price was  calculated  taking into
consideration   earnings   multiples  or  other  multiples  of  performance
indicators ("Euro for Euro principle").

5.2  The aggregate liability of BBA under this Section 5 shall be limited to the
Purchase Price. For the avoidance of doubt, this does not affect in any way
the  indemnities  given in this  Agreement,  including Sec. 7 and 10, which
shall not be limited in any way

5.3  All claims for any breach of a statement of BBA pursuant to Section 4 above
shall  become  time-barred  (verjahren)  ten (10) years after the  Transfer
Date.

5.4  Unless required by mandatory statutory  provisions,  the legal consequences
pursuant to this Section 5 shall override all statutory  remedies available
to  Clopay  in case  of  defects  in  substance  or in  title  (Sach-  oder
Rechtsmangel)  of any purchased  object acquired under this Agreement.  Any
further  liability  of BBA and any  additional  further  rights of  Clopay,
including, but not limited to, the right to terminate,  void (anfechten) or
rescind  (zurucktreten)  this Agreement for inaccuracy or incompleteness of
the statements  pursuant to Section 4 or based upon them or for a breach of
contractual or pre-contractual protection duties (Schutzpflichten) shall be
excluded to the extent such  liability or such right relates to a defect in
substance or in title of the  purchased  object or in the fact that BBA has
made  untrue,   incomplete  or  misleading  declarations  relating  to  the
purchased object or has otherwise violated information duties regarding the
purchased object.

5.5  Any  payments  to be  effected  by BBA  according  to this Sec.  5 shall be
considered as an adjustment of the Purchase Price.

5.6  The Parties  acknowledge that damages or other detriments that may arguably
lead to claims of Clopay (or the Company) pursuant to more than one section
in this Agreement  (e.g.,  guarantee  claims under sec. 5, indemnity claims
under  sec 7 or 10 or for  breach  of any  other  obligation),  may only be
claimed under one section of the  Agreement,  i.e.,  economically  not more
than once.

Section 6
Transfer of Excluded Subsidiaries; Cash Pool Sweep
--------------------------------------------------

6.1  The parties acknowledge that the consideration for the sale of the Excluded
Subsidiaries,   net  of  all  applicable  taxes  as  per  Sec.10  shall  be
distributed  to BBA by way of a reduction  of the  capital  reserves of the
Company.  BBA is obliged to ensure that any German withholding tax payments
on such distribution would need to be calculated and properly declared with
and paid to German tax authorities.

6.2  BBA shall be entitled to any amounts owed by it to the Company under a cash
pooling  arrangement.  The respective amounts shall be released by way of a
reduction of the capital reserves of the Company.  BBA is obliged to ensure
that any German withholding tax payments on such distribution would need to
be  calculated   and  properly   declared  with  and  paid  to  German  tax
authorities.

6.3  Clopay shall ensure that any  payments to  implement  the  reduction of the
capital  reserves  under Sec. 6.1 and 6.2 shall be made as soon as possible
after the Transfer Date and shall  indemnify BBA against any and all claims
for repayment of the amounts under Sec. 6.1 and 6.2.

Section 7
Indemnities, Preparation of 2003 and 2004 Financial Statements
--------------------------------------------------------------

7.1  Subject to Sec. 10, BBA shall indemnify Clopay from any and all liabilities
of the Company existing or based on facts or circumstances  occurring prior
to or on the  Transfer  Date or arising in  relation  to the  Restructuring
except for any liability of the Company under the PLTA and any  liabilities
in relation to the reduction of capital  reserves in  accordance  with Sec.
6.1 and 6.2 (the "EXCLUDED  LIABILITIES")  (including reasonable attorney's
fees).  All claims under this Section 7 shall become  time-barred  ten (10)
years after the Transfer Date. Any payments

to be effected by BBA  according to this Sec. 7.1 shall be considered as an
adjustment of the Purchase Price.

7.2  Within three months after the Transfer  Date,  BBA shall prepare  statutory
financial  statements of the Company for the business  years 2003 and 2004.
Clopay  shall   procure  that  after  the  Transfer   Date,   BBA  and  its
representatives  are given  reasonable  access to, and are  allowed to make
copies  of,  such  financial   information  and  documents  which  BBA  may
reasonably require for the preparation of such accounts.

7.3  Clopay shall  indemnify BBA from any and all  liabilities  of BBA under the
PLTA  relating  to  periods  up to the  Transfer  Date to the  extent  such
liabilities  stem from losses of Finotech  allocable to the Company for the
holding of the BBA Limited Partner's Interest.

Section 8
Change of Managing Directors
----------------------------

BBA shall procure that the managing  directors of the Company (Messrs  Kociemba,
Dayan and Homann) and Mr Homann in his capacity as managing director of Finotech
Verbundstoffe  Verwaltungs  GmbH either resign or are dismissed from office with
effect as of or prior to the  Transfer  Date.  Prior to the Transfer  Date,  BBA
shall pass a  shareholders'  resolution of the Company  appointing Mr. Ronald E.
Zinco,  Mr. Thomas D. Gibbons and Mr.  Markus Bohme as new managing  director(s)
and Mr. Jurgen Uherek as Prokurist of the Company.  Clopay undertakes to procure
that  as soon  as  practicable  after  the  Transfer  Date,  Mr  Homann  will be
discharged (entlastet) for his management of Finotech Verbundstoffe  Verwaltungs
GmbH.

Section 9
Post-Transfer Obligations
-------------------------

9.1  Clopay  shall   procure  that  after  the  Transfer   Date,   BBA  and  its
representatives  are given  reasonable  access to, and are  allowed to make
copies  of,  such  financial   information  and  documents  which  BBA  may
reasonably require for the preparation of its own accounts (or the accounts
of any  companies  affiliated  with BBA) in respect of the period up to and
including  the Transfer  Date.  Likewise,  BBA shall procure that after the
Transfer  Date,  Clopay,  the Company and their  representatives  are given
reasonable access to, and are allowed to make copies

of, such financial or other  information  and documents which Clopay or the
Company may reasonably  require for the  preparation of the accounts of the
Company in respect of the period up to and including the Transfer Date.

9.2  BBA and Clopay  agree that within 60 days of the  Transfer  Date they shall
discuss mutually beneficial business  opportunities in the materials market
in North Africa and Europe. If at the end of the  aforementioned  period no
agreement has been reached,  there shall be no further  responsibilities of
the Parties under this Sec. 9.2.

9.3  Clopay shall  procure that within three (3) months after the Transfer  Date
the name of the Company is effectively changed in a manner that it does not
include the letter combination "BBA" or a similar combination.

Section 10
Taxes
-----

10.1      Definitions

10.1.1    TAXATION"  or "TAX"  means all  forms of  taxation  whether  direct or
indirect and whether  levied by reference to income,  profits,  gains,
net wealth, asset values,  turnover,  added value, or other reference,
and statutory,  governmental, state, provincial, local governmental or
municipal  impositions,   duties,  contributions,   rates  and  levies
(including,  without limitation, social security contributions and any
other payroll taxes),  imposed in Germany (whether imposed by way of a
withholding or deduction for or on account of tax or otherwise);

10.1.2    "TAX  AUTHORITY"  means any  taxing or other  authority  competent  to
impose any  liability  in respect of Taxation or  responsible  for the
administration and/or collection of Taxation or enforcement of any law
in relation to Taxation;

10.1.3    "TAX SAVING"  shall mean the net present  value of  reductions  of any
future tax payments  resulting  from future  depreciation  or expenses
related to past  depreciation or expenses not fully  recognized in any
tax audit.  The net present  value shall be  calculated  with a deemed
total  tax rate of 35% (in  words:  thirty-five  per cent) and with an
interest  rate of 5% (in words:  five per cent) per annum on the basis
of future  depreciation  or expenses  that will lead to a reduction of
tax payments after December 31, 2004.

10.2      Tax Indemnification

10.2.1    If and to the extent that Taxes would also be levied on the Company in
the event that a valid tax consolidation  (Organschaft) of the Company
with its shareholders  does not exist for the year 2004, BBA agrees to
indemnify  Clopay  from and  against  all Taxes due and payable by the
Company (i) for  periods  ending on or before  December  31, 2004 (ii)
which are assessed due to events or  circumstances  that have occurred
up to and including 31 December 2004 ("RELEVANT ASSESSMENT PERIOD") or
(iii) which exclusively  result from the  Restructuring,  unless,  and
except to the extent, that such Tax liabilities

(i)       arise due to the fact a valid  Organschaft  is not
established  for 2004 for the reason that the sold
and  assigned  2004 PLTA  receivable  has not been
properly   settled  by  Clopay  and  the   Company
provided,  however,  that  BBA has  completed  the
preparation  of the financial  statements  for the
year  2004  pursuant  Sec.  7.2 of  the  Agreement
timely.

(ii)      are   subject   of  a   valid,   enforceable   and
collectable claim for repayment or indemnification
against a third party; or

(iii)     are caused by any  reorganization  initiated or by
any  other  acts  committed  by  Clopay  after the
signing of this Agreement.

The amount to be paid by BBA,  however,  shall be reduced by
any Tax Savings.

10.2.2    Concerning any tax liability that would need to be accrued in the year
2005,  had a German GAAP  balance  sheet been  prepared for a June 30,
2005 year end and that does not relate to the result of Finotech, Sec.
4.6 and 5 apply accordingly.

10.2.3    Sec. 4.6 and this Sec. 10 shall exclusively  stipulate BBA's liability
for Taxes vis-a-vis  Clopay and the Company and any further  liability
of BBA for Taxes under Sec. 7.1 shall  hereby be  expressly  excluded.
Clause 1.3 of the Rescission Agreement dated December 29, 2003 between
Finotech,  the  Company  and Clopay  (roll of deeds no 108/2003 of the
notary Dr Thomas Gelzer) shall remain unaffected by this Agreement.

10.2.4    Indemnification  payments  due by BBA under this sec. 10 shall be made
within 30 (in words:  thirty) days following written notice by Clopay,
provided  that the payment of such amounts to the Tax Authority is due
and that BBA shall not be required to make any payment  earlier than 2
(in words:  two) days before such Taxes are due to the Tax  Authority.
In case of any Tax being contested in accordance with sec. 10.4.2, and
if in such Tax Contest an injunctive relief (Aussetzung der sofortigen
Vollziehung)  has either  been  granted or is not  necessary  to defer
payment  until a final  determination  concerning  the Tax Contest has
been  made,  the  payment  of such  Tax to the Tax  Authority  will be
considered  due no earlier than on the date a final  (bestandskraftig)
determination  to such effect is made by either the Tax  Authority  or
the competent court.

10.3      Tax Filings after the Transfer Date

BBA shall make all  reasonable  efforts to assist  Clopay in preparing
all Tax  filings  required  to be filed by or on behalf of the Company
for all taxable  periods  prior to the Transfer  Date,  including  the
period  which  ends at the  close of the  fiscal  year  following  the
transfer date. Such tax filings are subject to the review and approval
of BBA (which may not be unreasonably withheld or delayed).  BBA's own
costs for the preparation of such filings are borne by BBA.

10.4      Indemnification Procedures

10.4.1    Notification

Following  the Transfer  Date,  Clopay shall notify BBA without  undue
delay of any Tax audit or administrative  or judicial  proceeding that
is  announced  or  commenced  and that  might  constitute  a basis for
indemnification  by BBA  pursuant to this sec. 10 Such notice shall be
in writing and shall contain full factual  information  describing the
object of the Tax audit or the  asserted Tax  liability in  reasonable
detail  and  shall  include  copies of any  notice  or other  document
received  from any Tax  Authority  in respect of any such Tax audit or
asserted Tax liability.  Clopay shall further procure that the Company
allows BBA to fully participate in such Tax audit. In particular,  BBA
shall be given the opportunity to review any reports or other measures
and  receive  copies of all  relevant  orders  (Bescheide)  of any Tax
Authority  as well as  copies  of any  filings  to any Tax  Authority.
Unless BBA is given notice without undue delay as required before, BBA
shall not have any  obligation  to  indemnify  Clopay for any  damages
arising out of such asserted Tax liability.

10.4.2    Tax Contest

BBA may elect to direct on its own or  through  counsel  of its choice
and at its expense,  any audit, claim for refund and administrative or
judicial proceeding  involving any asserted Tax liability with respect
to which  indemnity  may be sought  under this sec. 10 any such audit,
claim for refund or  proceeding  relating to an asserted Tax liability
is hereinafter referred to as a "TAX CONTEST"):

(i)  If BBA elects to direct a Tax  Contest,  then BBA shall within 30
(in words:  thirty)  days of receipt of Clopay's  written  notice
pursuant to this sec.  10.4.1,  notify Clopay of its intent to do
so,  and  Clopay  shall   cooperate  and  cause  the  Company  to
cooperate,  in each  phase of such Tax  Contest.  In  particular,
Clopay shall promptly  authorise,  and shall cause the Company to
authorise, the designated  representative of BBA to represent the
Clopay  or the  Company  in the Tax  Contest  insofar  as the Tax
Contest involves an asserted Tax liability for which BBA would be
liable under this sec. 10.

Further,  Clopay  shall give and shall  cause the Company to give
reasonable  information  and  assistance,   including  reasonable
access to  premises  and  personnel  and  including  the right to
examine and copy or photograph the relevant documents and records
for the  purpose  of  avoiding,  disputing,  denying,  defending,
resisting,   appealing,   compromising   or  contesting  any  tax
liability of BBA for Taxes for the Relevant  Assessment Period as
BBA or its professional advisers may reasonably request.

(ii)      If BBA does not elect to direct such Tax Contest or fails to
notify Clopay of its election as herein provided,  Clopay or
the Company may pay, compromise or contest such asserted Tax
liability,  provided that neither Clopay nor the Company may
settle or  compromise  any  asserted Tax  liability  without
prior  written  consent  of  BBA.  In  any  event,  BBA  may
participate, at its own expense, in any Tax Contest. In such
case this sec.  10.4.2 (1)  sentence 3 shall  apply  mutatis
mutandis.

10.5      Tax Refunds, Liquidation of Tax Provisions

If the Company (i) will  receive a Tax refund  relating to any payment
made under this Section,  (ii) would have to liquidate a Tax provision
contained in a (hypothetical) Transfer Date Balance Sheet prepared for
a June 30, 2005 year close under German GAAP, due to a non-realisation
of  the  risks  for  which  the  provision   would  have  been  set-up
(Ruckstellungsauflosung),  the  amount of the Tax refund or the amount
of the  provision  liquidated  shall be paid by Clopay to BBA.  Clopay
shall duly  notify BBA of any Tax refund and of any event  which would
result in a release of the  provision  included in the  (hypothetical)
Transfer Date Balance  Sheet.  Payments  under this sec. 10.5 shall be
made within 30 (in words:  thirty) days  following  the receipt of the
Tax  refund or the event  resulting  in a release  of a Tax  provision
included in the Transfer Date Balance Sheet.

10.7      Limitation Period

Claims of Clopay or BBA under this sec.  10 shall  become  time-barred
(verjahren)  3 (in words:  three)  months  after the final and binding
assessment (bestandskraftige Veranlagung) of the relevant Tax.

10.8      Allocation of Payments

Any  payments  to be  effected  according  to this  Sec.  10  shall be
considered as an adjustment of the Purchase Price.

Section 11
Guarantee
---------

The Guarantor hereby assumes a full and unlimited  guarantee for all obligations
of BBA under this Agreement.

Section 12
Costs and Transfer Taxes
------------------------

Clopay shall bear the costs connected with the conclusion and the implementation
of this Agreement and any transfer taxes (including real property transfer tax).
Each party shall bear the costs of its advisors itself.

Section 13
Confidentiality
---------------

The parties  will  maintain  silence  about all  knowledge  and  information  in
connection  with the  conclusion  of this  Agreement  and  will  not  make  such
knowledge and  information  available to third parties unless there is a duty of
disclosure.  Any such  disclosure  shall be limited to the  minimum  required by
statute or the authorities. Any other publications must be mutually agreed.

Section 14
Partial Invalidity
------------------

If individual  provisions of this Agreement are legally invalid,  this shall not
affect the  validity of the  remaining  contractual  provisions.  The same shall
apply if there is a gap in this  Agreement.  The invalid  provision  and the gap
shall be deemed to be replaced or filled by a regulation  which  corresponds  as
closely  as is  legally  possible  to what the  contracting  parties  would have
desired if they had considered this point when drafting the Agreement.

Section 15
Further Assurances
------------------

Each party will take such further actions,  including the execution and delivery
of further instruments and documents,  as the other party reasonably may request
to effectuate the purposes of this transaction.

Section 16
Miscellaneous
-------------

16.1      Alterations and additions to this Agreement must be in writing, unless
notarisation is necessary. This also applies to the alteration of this
written form clause.

16.2      This  Agreement  contains  all  the  agreements  reached  between  the
parties. There are no ancillary agreements.

16.3      This  Agreement  is governed  by German  law.  Place of venue shall be
Frankfurt am Main.

16.4      This  Agreement  and any rights and  obligations  hereunder may not be
assigned  and  transferred,  in whole or in part,  without  the  prior
written consent of the other Parties hereto. However,  nothing in this
Agreement shall be construed to prevent Clopay from  restructuring  or
merging the Company  into  another  entity in any way that it sees fit
after the  Transfer  Date,  provided  that the rights and  obligations
hereunder shall not be split onto different legal entities.

IN  WITNESS  THEREOF,  this  notarial  deed has been read  aloud to the  persons
appearing  and this  notarial  deed was  confirmed  and  approved by the persons
appearing. The persons appearing then signed this deed. All this was done in the
presence  of me, the notary  public,  who also  signed this deed and affixed his
official seal.

BASLE, this 30th (thirtieth) day of June 2005 (two thousand and five)

Seal

Allg. Prot. Nr.  95/2005
------------------------

AMENDMENT TO
LOAN AGREEMENT

AMENDMENT  (this  "Amendment"),  dated as of June 30,  2005,  by and  among
GRIFFON CORPORATION ("Griffon"), TELEPHONICS CORPORATION ("Telephonics;" Griffon
and Telephonics are at times referred to herein individually as a "Borrower" and
collectively as the "Borrowers"),  BANK OF AMERICA, N.A., successor by merger to
Fleet  National  Bank  ("BOA"),  JP MORGAN  CHASE BANK,  successor  to The Chase
Manhattan Bank ("Chase"),  HSBC BANK USA ("HSBC"), US BANK, NATIONAL ASSOCIATION
f/k/a Firstar Bank,  National  Association  ("US Bank;" BOA, Chase,  HSBC and US
Bank are at times referred to herein  individually as a "Bank" and  collectively
as the "Banks"),  BANK OF AMERICA,  N.A.,  SUCCESSOR BY MERGER TO FLEET NATIONAL
BANK,  in  its  capacity  as  Administrative   Agent  (in  such  capacity,   the
"Administrative  Agent")  and JP  MORGAN  CHASE  BANK,  successor  to The  Chase
Manhattan Bank, in its capacity as  Documentation  Agent (in such capacity,  the
"Documentation Agent").

W I T N E S S E T H
-------------------

WHEREAS,  the  Borrowers,  the  Banks,  the  Documentation  Agent  and  the
Administrative  Agent have entered into an Amended and Restated  Loan  Agreement
dated as of October 25, 2001 (such agreement,  as previously amended,  the "Loan
Agreement;"  capitalized  terms not  otherwise  defined  herein  shall  have the
respective meanings provided therefore in the Loan Agreement);

WHEREAS,  the Borrowers,  the Administrative Agent and the Required Lenders
have agreed,  subject to the terms and  conditions of this  Amendment,  to amend
certain provisions of the Loan Agreement as set forth herein;

NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein contained, the parties hereto agree as follows:

1.   Amendment. 
---------

(a) The  first  paragraph  of the  definition  of  Permitted
Acquisition  in Article 1 of the Loan Agreement is amended in its
entirety to read as follows:

""PERMITTED  ACQUISITION"  means the  acquisition  by either
Borrower or any  Subsidiary  of any Person or of any  division or
line of business of any Person (whether a Person,  or division or
line of  business,  an  "Eligible  Business",  either by  merger,
consolidation,  purchase  of  stock,  or  purchase  of  all  or a
substantial  part of the assets of such  Eligible  Business  (any
such type of  transaction  is referred to in this Agreement as an
"acquisition"  and  the  principal  agreement  relating  thereto,
whether a stock purchase agreement,  an asset purchase agreement,
a merger agreement or otherwise, is referred to in this Agreement
as the "acquisition agreement");  provided that (i) the aggregate
Permitted  Acquisition  Purchase  Price  of  all  such  Permitted
Acquisitions  during the term of this  Agreement  does not exceed
(a) Two Hundred Million Dollars  ($200,000,000) in the aggregate,
and (b) after  excluding the value of any capital stock issued by
Griffon in connection with any Permitted Acquisition, One Hundred
Million

Dollars  ($100,000,000)  in the aggregate,  (ii)  notwithstanding
anything  else  in this  Agreement,  the  acquisition  of the 40%
minority  interest in Finotech  shall be deemed to be a Permitted
Acquisition and the related Permitted  Acquisition Purchase Price
shall not be counted against the limits in subsections (i)(a) and
(i)(b)  above,  (iii) no Default or Event of Default  shall exist
immediately  before  and after  giving  effect to such  Permitted
Acquisition  or result from the  consummation  thereof,  and (iv)
each of the following conditions shall have been satisfied:"

(b) Section  6.9(b) of the Loan  Agreement is amended in its
entirety to read as follows:

"(b) As of the end of each fiscal quarter, on a Rolling Four
Quarters basis, a Funded Debt to Cash Flow Ratio of not more
than 3.75 to 1.00."

(c) All  references in the Loan Agreement and the other Loan
Documents to "Fleet  National Bank" or to "Fleet National Bank, a
Bank of America company" or to "Fleet National Bank, successor by
merger to Fleet Bank,  N.A." are deemed amended to read: "Bank of
America,  N.A.,  successor by merger to Fleet  National Bank" and
the defined term "Fleet" shall be deemed to read "BOA".

2.   Representations and Warranties.
------------------------------

(a) Each of the Borrowers  confirms and restates on and as of the
date hereof the accuracy of the representations and warranties contained in each
Loan Document.

(b) No  Default  or Event of  Default  and no event or  condition
which, with the giving of notice or lapse of time or both, would constitute such
a Default or Event of Default, now exists or would exist.

3.       Miscellaneous.
-------------

(a) This Amendment is limited  precisely as written and shall not
be deemed to (i) be an  amendment  to or a waiver of any other term or condition
of the Loan  Agreement or any other Loan  Document or (ii)  prejudice any rights
which  any Bank may now have or may have in the  future  under or in  connection
with the Loan Agreement or any other Loan Document.

(b)  THIS  AMENDMENT  AND ALL  OTHER  AGREEMENTS,  DOCUMENTS  AND
INSTRUMENTS  EXECUTED AND DELIVERED IN CONNECTION  WITH THIS AMENDMENT  SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK .

(c) The provisions of this  Amendment are  severable,  and if any
clause or provision shall be held invalid or  unenforceable  in whole or in part
in any jurisdiction,  then such invalidity or unenforceability shall affect only
such clause,  provision or part in such jurisdiction and shall not in any manner
affect such  clause,  provision or part in any other  jurisdiction  or any other
clause or provision in this Amendment in any jurisdiction.

(d) This  Amendment  may be signed in any number of  counterparts
with the  same  effect  as if all  parties  to this  Amendment  signed  the same
counterpart.

(e) The  Borrowers  agree to pay the  Administrative  Agent  upon
demand all  reasonable  expenses,  including  reasonable  fees to attorneys  and
paralegals  for  the   Administrative   Agent  (who  may  be  employees  of  the
Administrative  Agent),  incurred by the Administrative Agent in connection with
the preparation, negotiation and execution of this Amendment and any agreements,
instruments  and  documents  executed  or  furnished  in  connection  with  this
Amendment.

IN  WITNESS  WHEREOF,  the  Borrowers  and  the  Administrative  Agent,  as
authorized on behalf of the Required  Lenders,  have signed and  delivered  this
Amendment as of the date first written above.

GRIFFON CORPORATION

By:   /s/Eric Edelstein                    
-------------------------------
Name:   Eric Edelstein
Title:  Executive Vice-President

TELEPHONICS CORPORATION

By:   /s/Eric Edelstein                   
-------------------------------
Name:   Eric Edelstein
Title:  Vice President

BANK  OF  AMERICA,   N.A.,   SUCCESSOR  BY
MERGER  TO  FLEET  NATIONAL  BANK,  AS
ADMINISTRATIVE AGENT

By:   /s/Richard Williams                   
--------------------------------
Name:   Richard Williams
Title:  Credit Products Officer

JP MORGAN CHASE BANK, N.A.

By:   /s/Louise E. Duchi
--------------------------------
Name:   Louise E. Duchi
Title:  Vice President

HSBC BANK USA, NATIONAL ASSOCIATION

By:   /s/Thomas J. Dionian
--------------------------------
Name:   Thomas J. Dionian
Title:  Vice President    

Griffon 
Corporation   100 Jericho Quadrangle, Jericho, New York 11753-2794
(516) 938-5544    Fax (516) 938-5644

NEWS RELEASE

GRIFFON CORPORATION ANNOUNCES ITS PURCHASE OF THE
-------------------------------------------------
OUTSTANDING 40% MINORITY SHARE OF ITS EUROPEAN PLASTIC PRODUCTS
---------------------------------------------------------------
JOINT VENTURE PARTNER
---------------------

Jericho, New York, July 1, 2005 - Griffon Corporation  (NYSE:GFF) announced
that yesterday,  Clopay Plastics Products  Company,  its specialty plastic films
operation,  entered into a definitive  agreement to purchase the outstanding 40%
minority  share of  Finotech  GmbH & Co. KG  (Finotech)  from its joint  venture
partner, BBA Group PLC, in an $82 million cash transaction. Established in 1996,
Finotech  is a  leading  developer  and  manufacturer  of  sophisticated  films,
laminates and printing  solutions  for global  consumer  products  companies and
others, primarily in the infant diaper and other hygienic markets.

Gary Abyad,  President of the Clopay Plastics  Products Company stated that
the move to 100% ownership increases  financial and operational  flexibility and
will enable Clopay to streamline  its German  operations and strengthen its core
film  business,  creating  a  firm  base  for  anticipated  growth  in  European
operations.

It is expected that the  transaction  will be completed  next week and that
the purchase will be funded with cash on-hand and financing obtained through the
existing revolving credit facility.  The purchase  transaction is expected to be
accretive to earnings.

Griffon Corporation -

o    is a leading  manufacturer  and  marketer of  residential,  commercial  and
industrial garage doors sold to professional  installing  dealers and major
home center  retail  chains;  

o    installs and services  specialty  building products and systems,  primarily
garage  doors,  openers,  fireplaces  and  cabinets,  for new  construction
markets through a substantial  network of operations located throughout the
country; 

o    is an  international  leader in the  development and production of embossed
and laminated  specialty  plastic  films used in the baby diaper,  feminine
napkin,  adult  incontinent,  surgical  and  patient  care  markets;  and 

o    develops  and  manufactures   information  and  communication  systems  for
government and commercial markets worldwide.  

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995: All statements  other than  statements of historical fact included in this
release,   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  release,  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 to release  publicly any  revisions to these  forward-looking
statements  to  reflect  future  events  or  circumstances  or  to  reflect  the
occurrence of unanticipated events.