March 15, 2007

Board of Directors
Griffon Corporation
100 Jericho Quadrangle
Jericho, New York 11753

To Griffon Board Members:

We had been awaiting the conclusions reached by the investment bankers that Mr.
Blau and Mr. Edelstein have stated were hired in advance of our initial filing.
Unfortunately, we believe management's statements on the first quarter 2007
conference call, which were something to the effect of, "the concept of
diversity, which we have pushed over the years has worked", suggests that the
prudent value creating scenarios that we outlined are not currently being
entertained. We respectfully disagree that Griffon's conglomerate structure is
"working" as evidenced by a stock price that has declined since the beginning of
2005 while the S&P 500 is up over 19%.

Ironically, the most recent precedent defense transaction that supports the "sum
of the parts" valuation is the recently announced Aeroflex Incorporated
transaction which appears to be based on an 11x trailing EBITDA multiple. Mr.
Blau is obviously familiar with this deal since he is also chairman and CEO of
that public company, and it appears that he stands to reap a profit of well in
excess of $40 million from that transaction for what we would describe, for both
Aeroflex and Griffon, as a "part-time" CEO role.

However, rather than discussing the reasons for your stock's decline, the merits
of our value-enhancement analysis or the numerous inquiries we have had from
both strategic and financial buyers regarding each of Griffon's business lines,
as your second largest shareholder we would request that the Board of Directors
at least address the issues associated with what we perceive to be your
unfriendly shareholder corporate governance regime. We believe that changes must
be made to assure that shareholders have a legitimate means to be heard in the
governance and strategic direction of the Company they own.

A review of your articles of incorporation and by-laws demonstrates that many of
the shareholder friendly trends in today's corporate environment have failed to
manifest in Girffon's governance. While we obviously disagree on corporate
direction, we hope that we can agree that the Board of Directors should be
responsive to the wishes of the majority of its shareholders, as it has a
fiduciary duty to act in their best interests. In keeping with that philosophy,
we urge the Board of Directors to adopt at a minimum the following changes:

Amended By-Laws of Griffon Corporation

o    The required level of shareholdings to permit shareholders to call a
     special meeting should be reduced from the current 66 2/3% requirement to a
     more appropriate level in the range of 20%. The current requirement is at a
     level which as a practical matter forecloses shareholder action.

o    The Board should all be of one class, annually elected, and therefore the
     staggered board provision should be deleted. The staggered board simply
     entrenches current directors, enabling them to remain in office even in the
     face of overwhelming opposition by the shareholders.

o    Once the board is destaggered, shareholders should be permitted to remove
     directors with or without cause. Directors should serve shareholder
     interests and accordingly should be subject to removal by the same
     constituency that elected them.





o    In reverse of the current provision, the Chairman of the Board "shall NOT
     be" the Chief Executive Officer. Clearly current governance best practices
     favor a non-executive chairman role, in order to eliminate some of the
     power wielded, and conflicts raised, by such dual role executives.
     Unfortunately for Griffon shareholders, Mr. Blau has inexplicably
     maintained this dual role in not one, but two publicly traded companies.

Besides amending your by-laws, there are some other troubling corporate
governance issues that we believe should be addressed:

o    We do not believe that an executive officer should be a part-time employee
     serving simultaneously as an officer of another company. Currently, Harvey
     Blau is the CEO of both Griffon Corporation and Aeroflex Incorporated. This
     is an untenable situation, particularly in view of Mr. Blau's compensation
     (over $5 million in just cash and bonus in fiscal 2006), while the stock
     has floundered. Through the recent announcement of Aeroflex's going private
     transaction, it seems this dual CEO role issue may resolve itself.
     Nonetheless, we believe that such a scenario should never have occurred,
     nor should it ever transpire again. To that end, we request that the Board
     of Directors adopt a policy of limiting executive's outside obligations.

o    Given what we believe to be a pattern of excessive senior officer pay
     packages in terms of current salary and bonus, deferred restricted stock
     and option grants, as well as extremely generous employment agreements with
     costly change of control provisions, we believe such employment agreements
     and pay packages should be voted on by Griffon shareholders.

o    In keeping with the spirit of Regulation Fair Disclosure, we request that
     the management presentation and transcript relating to the Telephonics
     segment from the most recent annual meeting be posted on the company's web
     site. Hereafter, we hope that the Board of Directors adopts a policy of
     making all such presentations, including those made at analyst meeting,
     readily available to all shareholders.

We hope that the Board of Directors will expedite the review and implementation
of value-enhancing alternatives that presumably your financial advisors are
reviewing. Further, we look forward to seeing Griffon adopt a more
shareholder-friendly corporate governance structure in the near future.


Clinton Group, Inc.

/s/ Conrad L. Bringsjord

Conrad L. Bringsjord