UNITED STATES
                       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 (Date of earliest event reported): February 3, 2006

                               GRIFFON CORPORATION
               (Exact Name of Registrant as Specified in Charter)


    Delaware                         1-6620                      11-1893410
(State or Other                    (Commission                 (I.R.S. Employer
  Jurisdiction                     File Number)                 Identification
of 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)



     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act(17 CFR 240.13e-4(c))





Item 2.02.  Results of Operations and Financial Condition.

     On February 3, 2006, Griffon Corporation (the "Registrant")  issued a press
release  announcing  the  Registrant's  financial  results for the first  fiscal
quarter  ended  December 31, 2005. A copy of the  Registrant's  press release is
attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.

99.1    Press Release, dated February 3, 2006

     The information  filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 2.02 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities  Exchange Act of 1934, as amended (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,  as amended,  or the Exchange  Act,  except as shall be
expressly set forth by specific reference in such a filing.


                                       3




                                   SIGNATURES
                                   ----------

         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 hereunto duly authorized.


                                     GRIFFON CORPORATION


                                     By: /s/Eric Edelstein
                                        ---------------------------
                                        Eric P. Edelstein
                                        Executive Vice President and
                                        Chief Financial Officer


Date:   February 3, 2006







                                  Exhibit Index


         99.1     Press release, dated February 3, 2006