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: February 16, 2005
                        (Date of earliest event reported)

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


 DELAWARE                         1-6620                          11-1893410  
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(State or other                (Commission                      (IRS Employer
jurisdiction of                File Number)                     Identification
incorporation)                                                       No.)


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


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



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





ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

(a)      None.

(b) On February 16, 2005,  Robert Balemian,  President,  Chief Financial Officer
and a director of Griffon  Corporation (the "Registrant")  since 1982,  notified
the Board of Directors of his retirement. Mr. Balemian will continue to serve as
President of the Registrant until May 1, 2005.

(c ) In connection with Mr. Balemian's retirement, the Board of Directors of the
Registrant has appointed Eric Edelstein to serve as Executive Vice President and
Chief Financial Officer effective March 1, 2005.

     Mr.  Edelstein  was,  from 1983  until  August  2002,  a partner  at Arthur
Andersen  LLP,  serving  as  Managing  Partner  of the  Northeast  Region of the
Business  Consulting  Division and Managing Partner of the National Practices of
the Business  Consulting  Division.  Since 2002,  Mr.  Edelstein has acted as an
independent  consultant.  Mr. Edelstein currently serves as a director of Valley
National Bancorp.,  a bank holding company,  Computer Horizon Corp., a strategic
solutions  and human capital  management  company and Aeroflex  Incorporated,  a
diversified  manufacturer  of  electronic  components  and test  equipment.  Mr.
Edelstein  will resign  from the board of  directors  of  Aeroflex  Incorporated
effective upon the commencement of his employment with the Registrant.

     A copy if the press release  announcing the retirement of Mr.  Balemian and
appointment of Mr. Edelstein is attached hereto as Exhibit 99.1.



                                      2



                                   SIGNATURE
                                   --------- 

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


                                                 GRIFFON CORPORATION


                                            By:  ______________________
                                                 Robert Balemian, President


Dated:  February 17, 2005








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                                 EXHIBIT INDEX

     99.1 Press release dated February 16, 2005 issued by Griffon Corporation.