<SEC-DOCUMENT>0001179110-12-017215.txt : 20121210
<SEC-HEADER>0001179110-12-017215.hdr.sgml : 20121210
<ACCEPTANCE-DATETIME>20121210132030
ACCESSION NUMBER:		0001179110-12-017215
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20121210
FILED AS OF DATE:		20121210
DATE AS OF CHANGE:		20121210

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MEHMEL ROBERT F
		CENTRAL INDEX KEY:			0001201289

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06620
		FILM NUMBER:		121252506

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		212 957 5000

	MAIL ADDRESS:	
		STREET 1:		GRIFFON CORPORATION
		STREET 2:		712 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

ISSUER:		

	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

	BUSINESS ADDRESS:	
		STREET 1:		712 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2129575000

	MAIL ADDRESS:	
		STREET 1:		712 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INSTRUMENT SYSTEMS CORP /DE/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2012-12-10</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000050725</issuerCik>
        <issuerName>GRIFFON CORP</issuerName>
        <issuerTradingSymbol>GFF</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001201289</rptOwnerCik>
            <rptOwnerName>MEHMEL ROBERT F</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O GRIFFON CORPORATION</rptOwnerStreet1>
            <rptOwnerStreet2>712 FIFTH AVENUE</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10019</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>President and COO</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <ownerSignature>
        <signatureName>/s/ Seth L. Kaplan, as attorney-in-fact</signatureName>
        <signatureDate>2012-12-10</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24mehmel.txt
<TEXT>

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and
appoints each of Seth L. Kaplan and Douglas J. Wetmore signing individually,
the undersigned's true and lawful attorney-in-fact to:

(1) prepare and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Griffon Corporation
(the "Company"), (a) Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, (b) Forms 144
in accordance with Rule 144 of the Securities Act of 1933, and (c) any
other forms or reports the undersigned may be required to file, each in
connection with the undersigned's ownership, acquisition, or disposition of
securities of the Company; and

(2) file such forms or reports with the United States Securities and
Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might orcould do if personally present, with full power or
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,shall
lawfully do or cause to bedone by virtue of this power of attorney and the
rights and powers herein granted.

THIS POWER OF ATTORNEY shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company unless either revoked in writing by the undersigned or, as to each
attorney-in-fact, until such time as such attorney-in-fact ceases to be an
employee of Griffon Corporation or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of December, 2012.


/s/ Robert F. Mehmel

Signature

Name: Robert F. Mehmel
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
