Exhibit 99.3

   Griffon Corporation Completes the Offering of $125 Million of Contingent
                   Convertible Subordinated Notes Due 2023


         JERICHO, N.Y., July 18, 2003 -- Griffon Corporation (NYSE: GFF) today
completed the sale of $125 million of 4.0% Contingent Convertible Subordinated
Notes due 2023 (the "Notes"). Approximately $50 million of the total net
proceeds of $120.5 million received by Griffon Corporation were used to
repurchase 3,067,484 shares of Griffon's common stock, at a price of $16.30
per share, concurrently with the closing of the offering of Notes. Griffon
intends to use the remainder of the net proceeds to repay approximately $49
million of revolving credit debt and for general corporate purposes.

         The initial purchasers of the Notes have the option to purchase up to
$25 million aggregate principal amount of additional Notes, which option must
be exercised on or before July 30, 2003.

         This notice does not constitute an offer to sell or the solicitation
of an offer to buy securities. The offering was made only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). The securities offered have not been
registered under the Securities Act or any state securities laws, and unless
so registered may not be offered or sold in the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

         Certain statements in this press release are forward-looking within
the meaning of the federal securities laws. While the Company believes any
forward-looking statements made are reasonable, 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, competitive factors and pricing pressures, 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
any obligation to release publicly any revisions to these forward-looking
statements to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.