EXHIBIT 23.2






            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------



We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  December  13, 2005  relating to the
financial statements,  financial statement schedule,  management's assessment of
the  effectiveness  of  internal  control  over  financial   reporting  and  the
effectiveness  of  internal  control  over  financial   reporting,   of  Griffon
Corporation,  which appears in Griffon  Corporation's Annual Report on Form 10-K
for the fiscal year ended September 30, 2005.

PricewaterhouseCoopers LLP
300 Madison Avenue
New York, New York 10016

/s/PricewaterhouseCoopers LLP

February 9, 2006