<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>blau_13d-050808.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                                 (RULE 13D-101)

           INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(A)

                              (AMENDMENT NO. 1)(1)

                               GRIFFON CORPORATION
                                (NAME OF ISSUER)

                                  COMMON STOCK
                         (TITLE OF CLASS OF SECURITIES)

                                    398433102
                                 (CUSIP NUMBER)


                             Gary T. Moomjian, Esq.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                        100 Jericho Quadrangle, Suite 225
                             Jericho, New York 11753
                                 (516) 937-5900
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
                       RECEIVE NOTICES AND COMMUNICATIONS)

                                 August 8, 2005
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box [ ].

         NOTE:  Schedules  filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule13d-7 for other
parties to whom copies are to be sent.
                         (Continued on following pages)

                               (Page 1 of 5 Pages)
----------------------
         1 The  remainder of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise  subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>

CUSIP NO. 398433102                  13D                       PAGE 2 OF 5 PAGES
--------------------------------------------------------------------------------

1.       NAME OF REPORTING PERSONS
         I.R.S.  IDENTIFICATION  NOS. OF ABOVE PERSONS (ENTITIES ONLY)
         Harvey R. Blau
--------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *        (a)   [   ]
                                                                   (b)   [ X ]
--------------------------------------------------------------------------------
3.       SEC USE ONLY

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

4.       SOURCE OF FUNDS *
         PF

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

5.       CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
         ITEMS 2(d) OR 2(e) [ ]

--------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America
--------------------------------------------------------------------------------

  NUMBER OF         7.      SOLE VOTING POWER                          3,147,464
  SHARES            ------------------------------------------------------------
  BENEFICIALLY      8.      SHARED VOTING POWER                              -0-
  OWNED BY          ------------------------------------------------------------
  EACH              9.      SOLE DISPOSITIVE POWER                     3,114,535
  REPORTING         ------------------------------------------------------------
  PERSON WITH       10.     SHARED DISPOSITIVE POWER                         -0-

--------------------------------------------------------------------------------
  11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,147,464
--------------------------------------------------------------------------------

  12.    CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
         [X]
--------------------------------------------------------------------------------

  13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         9.5%
--------------------------------------------------------------------------------

  14.    TYPE OF REPORTING PERSON *
         IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT



                                       2
<PAGE>




         This  Amendment  No. 1 to  Schedule  13D  amends  and  supplements  the
Schedule 13D (the  "Schedule  13D") filed on January 23, 1998 by Harvey R. Blau.
Unless set forth below, all previous Items are unchanged. Capitalized terms used
herein,  which are not defined  herein,  have the meanings  given to them in the
Schedule 13D.

ITEM 2.  IDENTITY AND BACKGROUND.

         The person  filing this  statement is Harvey R. Blau,  a United  States
citizen.  Mr.  Blau's  business  address is 100 Jericho  Quadrangle,  Suite 224,
Jericho,  New York 11753.  Mr.  Blau's  principal  occupation is Chairman of the
Board and Chief  Executive  Officer of the Issuer,  a diversified  manufacturing
company,  with executive offices at 100 Jericho Quadrangle,  Suite 224, Jericho,
New York  11753,  and  Chairman  of the  Board and Chief  Executive  Officer  of
Aeroflex  Incorporated,  a producer of microelectronic and test solutions,  with
executive offices at 35 South Service Road, Plainview, New York 11803.

         During  the last  five  years,  Mr.  Blau has not been  convicted  in a
criminal proceeding  (excluding traffic violations or similar  misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative  body
of  competent  jurisdiction  as a  result  of which  he was or is  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The Shares  owned by Mr.  Blau were  acquired  with cash from  personal
funds or through  the  cashless  exercise  of stock  options.  Mr.  Blau did not
acquire  any Shares  within the last 60 days.  Mr.  Blau's wife made open market
purchases of Shares  within the last 60 days using cash from her personal  funds
in the aggregate  amount of $427,479.  Shares purchased by Mr. Blau's wife prior
to the last 60 days were  acquired with cash from her personal  funds.  Mr. Blau
disclaims beneficial ownership of the 76,110 Shares owned by his wife.

ITEM 4.  PURPOSE OF TRANSACTION.

         Mr. Blau acquired the Shares for investment purposes. From time to time
Mr. Blau may acquire  additional  Shares or dispose of some or all of the Shares
owned by him. Mr. Blau is Chairman of the Board and Chief  Executive  Officer of
the Issuer and intends to exercise his duties as an officer of the Issuer and as
a member of the  Board of  Directors  of the  Issuer,  which  may  result in the
consummation of certain of the  transactions or matters  described in paragraphs
(a) through (j) of Item 4 of Schedule 13D.  Other than as set forth herein,  Mr.
Blau presently has no plans or proposals  which relate to or would result in the
occurrence of any of the events  listed in paragraphs  (a) through (j) of Item 4
of Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

           (a)    Aggregate number of Shares beneficially  owned:  3,147,464 (1)
                  Percentage: 9.5%

           (b)    1. Sole  power to vote or to  direct  vote:  3,147,464  (1)
                  2. Shared power to vote or to direct vote: 0
                  3. Sole  power to dispose or to direct the
                     disposition: 3,114,535 (1) (2)
                  4. Shared power to dispose or to direct the
                     disposition: 0

           -----------


                                       3
<PAGE>

(1)      Includes  options to purchase an aggregate  of up to  2,428,000  Shares
         that are currently  exercisable and 275,000 Shares issuable pursuant to
         the Senior Management  Incentive  Compensation Plan of the Issuer. Does
         not include  76,110  Shares owned by Mr.  Blau's wife,  as to which Mr.
         Blau disclaims beneficial ownership.

(2)      Does not  include  32,929  Shares  that Mr.  Blau has the right to vote
         pursuant  to the  terms of the  Employee  Stock  Ownership  Plan of the
         Issuer  but does not have the  right to  dispose  of or to  direct  the
         disposition of.

           (c) Mr. Blau did not effect any transactions in the Shares during the
           past 60  days.  Mr.  Blau's  wife  made  the  following  open  market
           purchases of Shares during the past 60 days:
<TABLE>
<CAPTION>

               DATE                   NUMBER OF SHARES       PRICE PER SHARE
               ----                   ----------------       ---------------
              <S>                   <C>                       <C>

               August 8, 2005           600                           $23.44
               August 8, 2005           400                           $23.55
               August 8, 2005         1,000                           $23.60
               August 8, 2005         3,000                           $23.62
               August 9, 2005         3,000                           $23.60
               August 16, 2005        1,000                           $23.90
               August 16, 2005        1,000                           $23.877
               August 16, 2005        1,000                           $23.873
               August 16, 2005        3,000                           $23.86
               August 16, 2005        1,000                           $23.875
               August 16, 2005        2,000                           $23.87
               August 16, 2005        1,000                           $23.89

</TABLE>

               Mr. Blau  disclaims  beneficial  ownership of the Shares owned by
               his wife.

           (d) Mr. Blau's wife has the right to receive  dividends  from and the
           proceeds from the sale of the Shares owned by her.




                                       4
<PAGE>



                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated: August 29, 2005



                                                             /s/ Harvey R. Blau
                                                             ------------------
                                                                 Harvey R. Blau




                                       5
<PAGE>
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