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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000932214-03-000072.txt : 20030430
<SEC-HEADER>0000932214-03-000072.hdr.sgml : 20030430
<ACCEPTANCE-DATETIME>20030430165140
ACCESSION NUMBER:		0000932214-03-000072
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030331
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRIFFON CORP
		CENTRAL INDEX KEY:			0000050725
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442]
		IRS NUMBER:				111893410
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06620
		FILM NUMBER:		03673612

	BUSINESS ADDRESS:	
		STREET 1:		100 JERICHO QUADRANGLE
		CITY:			JERICHO
		STATE:			NY
		ZIP:			11753
		BUSINESS PHONE:		5169385544

	MAIL ADDRESS:	
		STREET 1:		100 JERICHO QUADRANGLE
		CITY:			JERICHO
		STATE:			NY
		ZIP:			11753

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INSTRUMENT SYSTEMS CORP /DE/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pressrelease8k.txt
<DESCRIPTION>REGULATION FD DISCLOSURE
<TEXT>
                       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: April 30, 2003
                        (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)


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

                                       N/A
______________________________________________________________________________
         (Former name of former address, if changed since last report.)



<PAGE>


Item 7.  Financial Statements and Exhibits.

                                    Exhibits

    99.1  Press release dated  April [30], issued by Griffon Corporation
          ("Registrant").



Item. 9. Regulation FD Disclosure

     The following  information is furnished  pursuant to Item 9, "Regulation FD
Disclosure"  and Item 12,  "Results of  Operations  and Financial Condition."

     On April 30, 2003,  the  Registrant  issued a press release  announcing the
Registrant's  financial  results for the second  fiscal  quarter ended March 31,
2003. A copy of the  Registrant's  press  release is attached  hereto as Exhibit
99.1.

     The  information in this Form 8-K is being  furnished under Item 9 and Item
12 and shall not be deemed to be "filed"  for the  purposes of Section 18 of the
Securities and Exchange Act of 1934 (the "Exchange  Act"), or otherwise  subject
to the  liabilities  of such  section,  nor  shall  such  information  be deemed
incorporated  by reference in any filing under the Securities Act of 1933 or the
Exchange Act,  except as shall be expressly  set forth by specific  reference in
such a filing.



                                   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









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>pressreleaseexh.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                         GRIFFON CORPORATION ANNOUNCES
                         -----------------------------
            OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2003
            -------------------------------------------------------

     Jericho,  New York, April 30, 2003 - Griffon  Corporation  (NYSE:GFF) today
reported  operating  performance  for the second  quarter of fiscal 2003,  ended
March  31,  2003.  Net sales  for the  quarter  were  $277,330,000  compared  to
$267,308,000  for the second quarter of fiscal 2002.  Income before income taxes
increased to  $11,236,000  from  $10,445,000.  Net income was  $4,617,000 in the
current  quarter  compared to $4,815,000 in the second quarter of 2002.  Diluted
and basic earnings per share were $.14 in the second quarter of both fiscal 2003
and 2002.

     Garage  doors'  profitability  improved on the  strength  of  manufacturing
efficiencies and effective cost control, and was also positively impacted by the
2002 divestiture of Atlas, an unprofitable  commercial  operation.  Net sales of
the garage doors segment were lower  compared to last year  primarily due to the
Atlas divestiture and inclement weather conditions in the segment's markets.

     Net sales of the specialty  plastic films segment  increased  substantially
compared to last year's second quarter. The growth was principally due to higher
unit volumes,  the effect of a weaker U.S.  dollar on translated  foreign sales,
the net sales of the Brazilian  operation  acquired in the latter half of fiscal
2002 and selling price  adjustments  to pass through raw material  (resin) price
increases  to  customers.  Resin  price  increases  have been  substantial;  raw
material  cost  increases  in  the  quarter   exceeded   related  selling  price
adjustments  by  approximately  $3.5  million.   Also  impacting  the  segment's
profitability in the quarter were costs associated with  manufacturing  facility
expansion  for  existing  and  new  products.  The  electronic  information  and
communication systems segment,  Telephonics,  reported lower sales primarily due
to delays in  anticipated  awards of new orders which are expected to pick up as
the year progresses. Earnings in this segment declined slightly compared to last
year  principally  due  to  the  sales  decrease  and  increased   research  and
development expenditures.

     Net sales  for the six  months  ended  March  31,  2003  were  $579,484,000
compared to $569,210,000 for the first six months of fiscal 2002.  Pretax income
for the six months rose to $32,317,000 compared to $30,739,000 last year. Income
before  the  accounting  change  last  year  to  adopt  Statement  of  Financial
Accounting  Standards  No. 142,  "Goodwill  and Other  Intangible  Assets",  was
$15,537,000 for the first six months of 2003 compared to $15,397,000 last year.

     During the quarter,  cash  generated  from  operations  and  existing  cash
balances funded treasury stock  purchases of $3,100,000,  further  reductions in
bank debt of $9,700,000 and capital  expenditures  of  $12,300,000  primarily in
connection with ongoing programs in the specialty plastic films segment.

         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.

<PAGE>


"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,  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 to release  publicly any  revisions to these  forward-looking
statements  to  reflect  future  events  or  circumstances  or  to  reflect  the
occurrence of unanticipated events.


<PAGE>


<TABLE>
                                                   GRIFFON CORPORATION
                                                   -------------------

                                                   OPERATING HIGHLIGHTS
                                                   --------------------

                                 (Unaudited, in thousands except for per share amounts)

<CAPTION>

                                                             For the Three Months Ended         For the Six Months Ended
                                                                       March 31,                        March 31,
                                                             --------------------------         ------------------------

                                                                 2003            2002              2003          2002
                                                                 ----            ----              ----          ----

 <S>                                                           <C>             <C>                <C>           <C>
 Net sales:
   Garage Doors                                               $ 82,886        $ 93,302           $196,349      $213,039
   Installation Services                                        66,672          63,520            138,992       134,630
   Specialty Plastic Films                                      92,129          68,948            179,471       141,514
   Electronic Information and Communication Systems             40,612          46,675             76,373        92,362
   Intersegment eliminations                                    (4,969)         (5,137)           (11,701)      (12,335)
                                                              --------        --------           --------      --------
                                                              $277,330        $267,308           $579,484      $569,210
                                                              ========        ========           ========      ========
Operating income:

   Garage Doors                                               $  2,966        $    336           $ 13,883      $  9,581
   Installation Services                                           528             721              2,207         3,105
   Specialty Plastic Films                                       9,156          10,064             19,822        19,884
   Electronic Information and Communication Systems              2,894           3,086              4,616         5,526
                                                                 -----           -----              -----         -----
     Segment operating income                                   15,544          14,207             40,528        38,096
 Unallocated amounts                                            (3,450)         (2,863)            (6,584)       (5,397)
 Interest expense, net                                          (  858)           (899)            (1,627)       (1,960)
                                                                ------          ------             ------        ------
   Income before income taxes                                   11,236          10,445             32,317        30,739
 Provision for income taxes                                     (4,269)         (4,178)           (12,280)      (12,295)
                                                                ------          ------            -------       -------
   Income before minority interest and
     cumulative effect of a change in accounting principle       6,967           6,267             20,037        18,444
 Minority interest                                              (2,350)         (1,452)            (4,500)       (3,047)
                                                                ------          ------             ------        ------
   Income before cumulative effect of a change
     in accounting principle                                     4,617           4,815             15,537        15,397
 Cumulative effect of a change in accounting  principle, net
   of income tax effect                                              -               -                  -       (24,118) (1)
                                                              --------        --------           --------      --------
   Net income(loss)                                           $  4,617        $  4,815           $ 15,537      $ (8,721)
                                                              ========        ========           ========      ========
 Basic earnings per share of common stock:
     Income before cumulative effect of a change
        in accounting principle                               $    .14        $    .14           $    .47      $    .47
     Cumulative effect of a change in accounting principle           -               -                  -          (.73)
                                                              --------        --------           --------      --------
          Net income(loss)                                    $    .14        $    .14           $    .47      $   (.26)
                                                              ========        ========           ========      ========

 Diluted earnings per share of common stock:
     Income before cumulative effect of a change
        in accounting principle                               $    .14        $    .14           $    .46      $    .44
     Cumulative effect of a change in accounting principle           -               -                  -          (.69)
                                                              --------        --------           --------      --------
          Net income(loss)                                    $    .14        $    .14           $    .46      $   (.25)
                                                              ========        ========           ========      ========


<FN>
(1) To reflect the impairment of the goodwill of the installation services segment pursuant to the adoption of Statement
    of Financial Accounting Standards No. 142.
</FN>

</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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