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<SEC-DOCUMENT>0000932214-04-000007.txt : 20040206
<SEC-HEADER>0000932214-04-000007.hdr.sgml : 20040206
<ACCEPTANCE-DATETIME>20040206143433
ACCESSION NUMBER:		0000932214-04-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031231
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040206

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:		04573569

	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>pressrelease.txt
<DESCRIPTION>INITIAL FILING
<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: February 5, 2004
                        (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 or former address, if changed since last report.)




<PAGE>


Item 7.       Financial Statements and Exhibits.

Exhibits

      99.1    Press release dated February 5, 2004 issued by Griffon Corporation
              ("Registrant").


Item 12. Results of Operations and Financial Condition

     On February 5, 2004, the Registrant  issued a press release  announcing the
Registrant's  financial results for the first quarter ended December 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 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.

























                                        2


<PAGE>


                                    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
                                          -------------------

Dated:  February 6, 2004





























                                        3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>quarterresults.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                      GRIFFON CORPORATION ANNOUNCES RECORD
             OPERATING RESULTS FOR THE FIRST QUARTER OF FISCAL 2004
                     AND INCREASE IN STOCK BUYBACK PROGRAM

     Jericho, New York, February 5, 2004 - Griffon Corporation  (NYSE:GFF) today
reported  record  operating  performance  for the first  quarter of fiscal 2004,
ended December 31, 2003. Net sales for the quarter increased to $338,502,000, up
from  $302,154,000  for the first  quarter of fiscal 2003.  Income before income
taxes grew to $25,658,000  from  $21,081,000.  Net income was $13,115,000 in the
current quarter  compared to $10,920,000 last year. Basic earnings per share for
the quarter was $.44  compared to $.33 last year and diluted  earnings per share
was $.41 compared to $.32 in 2003.

     Sales and earnings growth in the first quarter  reflects  continued  strong
operating performance by each of the company's segments. Specialty plastic films
had another  solid  quarter with  improved  product mix,  higher unit volume and
increased  manufacturing  efficiencies  driving  profitability gains in spite of
higher  raw  material  costs.  The  effect of a weaker  U.S.  dollar on  foreign
operations  also  contributed to the sales and earnings  gains.  In the building
products operations, strong demand buoyed sales at both the garage doors and the
installation  services  segments.  Garage doors enjoyed higher unit sales during
the quarter  and also  benefited  from a favorable  product  mix,  resulting  in
operating profit and margin increases.  Installation services' profitability and
operating  margins  improved on higher  sales  attributable  to positive  market
conditions and the elimination  last year of an  underperforming  location.  The
electronic information and communication systems segment, Telephonics, continued
to build  momentum in



<PAGE>

the first quarter,  reporting  higher sales and operating profit due to recently
awarded contracts and good performance in military production  programs.  Higher
consolidated  earnings in the quarter also absorbed  increased  interest expense
associated with the company's convertible subordinated notes, which were sold in
the latter part of fiscal 2003.

     Strong  cash flow from  operations  generated  $25,000,000  for the quarter
which was used for capital  expenditures  of  $14,000,000,  principally  for the
specialty  plastic films segment capital expansion  programs,  and $6,000,000 to
acquire 300,000 shares of the company's  common stock under its buyback program.
Since the end of the first  quarter  the  company has  purchased  an  additional
200,000 shares of its Common Stock for  $4,000,000  and announced  today that it
has  increased its stock buyback  program by 1,000,000  shares.  This brings the
current  authorization to 1,900,000 shares. Since 1993, the company has expended
$165,000,000  to purchase  14,000,000  shares of its capital  stock.  Additional
purchases  will be made from time to time,  depending on market  conditions,  at
prices deemed appropriate by management.


<PAGE>

         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,  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>
<CAPTION>

                              GRIFFON CORPORATION
                              -------------------
                              OPERATING HIGHLIGHTS
                              --------------------
                                   (Unaudited)

                                                           For the Three Months Ended
                                                                  December 31,
                                                         ------------------------------
                                                               2003            2002

<S>                                                     <C>               <C>
Net sales:
   Garage Doors                                          $ 121,860,000    $ 113,463,000
   Installation Services                                    76,705,000       72,320,000
   Specialty Plastic Films                                 104,001,000       87,342,000
   Electronic Information and Communication Systems         41,640,000       35,761,000
   Intersegment eliminations                                (5,704,000)      (6,732,000)
                                                         -------------    -------------
                                                         $ 338,502,000    $ 302,154,000
                                                         =============    =============

 Operating income:
   Garage Doors                                          $  13,260,000    $  10,917,000
   Installation Services                                     3,006,000        1,679,000
   Specialty Plastic Films                                  12,940,000       10,666,000
   Electronic Information and Communication Systems          2,030,000        1,722,000
                                                         -------------    -------------

    Segment operating income                                31,236,000       24,984,000
 Unallocated amounts                                        (3,728,000)      (3,134,000)
 Interest expense, net                                      (1,850,000)        (769,000)
                                                         -------------    -------------
   Income before income taxes                               25,658,000       21,081,000
 Provision for income taxes                                 (9,493,000)      (8,011,000)
                                                         -------------    -------------
   Income before minority interest                          16,165,000       13,070,000
 Minority interest                                          (3,050,000)      (2,150,000)
                                                         -------------    -------------
   Net income                                            $  13,115,000    $  10,920,000
                                                         =============    =============


 Earnings per share of common stock:
      Basic                                                      $ .44            $ .33
                                                                 =====            =====
      Diluted                                                    $ .41            $ .32
                                                                 =====            =====

</TABLE>

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