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: May 2, 2001
                        (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)                                           Number)


        100 Jericho Quadrangle, Jericho, New York          11753
        (Address of principal executive offices)         (Zip Code)

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


         (Former name of former address, if changed since last report.)






Item 5.   Other Events

     (a) In May  2001,  Registrant  executed  amended  and  restated  employment
agreements  with Harvey R. Blau, its Chairman of the Board and Robert  Balemian,
its President.  The agreements extend the term of the prior agreements for three
years,  until  December 1, 2006, and reduce annual  compensation  by eliminating
accrued cost of living adjustments.  In all other material respects, the amended
agreements are substantially identical to their previous employment agreements.

     (b) In May 2001,  Registrant  also amended its By-Laws to amend the advance
notice  provisions  for  shareholder  proposals and the  procedures for director
nominations.


Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

         3    Amended and Restated By-Laws.

         10.1 Employment Agreement  between Registrant and Harvey R. Blau.

         10.2 Employment Agreement between Registrant and Robert Balemian.




                                    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