8-K

                                  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 (Date of Earliest Event Reported): AUGUST 3, 2005

                               GRIFFON CORPORATION
                               -------------------
               (Exact Name of Registrant as Specified in Charter)


        DELAWARE                      1-6620                    11-1893410
        --------                      ------                    ----------
(State or Other Jurisdiction       (Commission               (I.R.S. Employer
     of Incorporation)             File Number)           Identification Number)


       100 JERICHO QUADRANGLE, JERICHO, NEW YORK                11753
       -----------------------------------------                -----
       (Address of Principal Executive Offices)               (Zip Code)


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



     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-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






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

     On August 3, 2005, upon the recommendation of the Nominating and Governance
Committee of the Board of Directors of Griffon  Corporation (the  "Registrant"),
the Board of  Directors  appointed  General  Donald J. Kutyna as a member of the
Board of Directors to fill a vacancy on the Board of Directors.  General  Kutyna
has also  been  appointed  to the  Ethics  Oversight  Committee  of the Board of
Directors.

     There is no arrangement  or  understanding  between  General Kutyna and any
other person  pursuant to which  General  Kutyna was  appointed as a director of
Registrant.

     There were no transactions or series of  transactions,  since the beginning
of the Registrant's last fiscal year, or any currently  proposed  transaction or
series of transactions to which the Registrant was or is to be a party, in which
the amount  involved  exceeds  $60,000 and in which General  Kutyna had, or will
have, a direct or indirect material interest.

     On August 8, 2005,  the  Registrant  issued a press release  announcing the
appointment of General Kutyna. A copy of the press release is attached hereto as
Exhibit 99.1.

ITEM 8.01   OTHER EVENTS.

     On August 8, 2005,  the  Registrant  issued a press  release  announcing an
increase in the number of shares  eligible  to be  purchased  by the  Registrant
pursuant to its stock buyback  program.  A copy of the press release is attached
hereto as Exhibit 99.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c)    EXHIBITS

       99.1  Press Release dated August 8, 2005

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                                   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/Patrick Alesia
                                         --------------------------------------
                                         Patrick Alesia
                                         Vice President, Treasurer and Secretary



Date:  August 8, 2005


                                       3






                                  EXHIBIT INDEX

         99.1     Press Release dated August 8, 2005.

EX-99.1

                          GRIFFON CORPORATION ANNOUNCES
                        INCREASE IN STOCK BUYBACK PROGRAM
             AND APPOINTMENT OF GENERAL DONALD J. KUTYNA USAF (RET.)
                              TO BOARD OF DIRECTORS

     Jericho,  New  York,  August  8,  2005  -  Griffon  Corporation  (NYSE:GFF)
announced  today that it has increased  its stock  buyback  program by 1,500,000
shares. This brings the current  authorization to 2,900,000 shares.  Since 1993,
the company has  expended  $199,000,000  to  purchase  15,700,000  shares of its
capital stock. Additional purchases will be made from time to time, depending on
market conditions, at prices deemed appropriate by management.

     In addition,  the company's Board of Directors  appointed General Donald J.
Kutyna USAF (Ret.) to the Board.  General  Kutyna had been commander in chief of
the North  American  Aerospace  Command and the U.S.  Space  Command and the Air
Force Space Command.

     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,  results of integrating  acquired
businesses into existing  operations,  competitive factors and pricing pressures
for resin and steel,  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.