UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1996

                                      OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from           to
                               ---------    ---------

Commission File Number:  1-6620


                              GRIFFON CORPORATION

            (Exact name of registrant as specified in its charter)


           DELAWARE                                        11-1893410
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


100 JERICHO QUADRANGLE, JERICHO, NEW YORK                    11753
(Address of principal executive offices)                   (Zip Code)


                                  (516) 938-5544

             (Registrant's telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                                    X  Yes                 No
                                                   ---                 ---
      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  28,993,948 shares of Common
Stock as of January 31, 1997.


                                   FORM 10-Q
                                   ---------
                                   CONTENTS
                                   --------



PART I -  FINANCIAL INFORMATION (Unaudited)

          Condensed Consolidated Balance Sheets at December 31, 1996
          and September 30, 1996

          Condensed Consolidated Statements of Income for the Three
          Months Ended December 31, 1996 and 1995

          Condensed Consolidated Statements of Cash Flows for the Three
          Months Ended December 31, 1996 and 1995

          Notes to Condensed Consolidated Financial Statements

          Management's Discussion and Analysis of Financial Condition and
          Results of Operations


PART II - OTHER INFORMATION

          Item 1:  Legal Proceedings

          Item 2:  Changes in Securities

          Item 3:  Defaults upon Senior Securities

          Item 4:  Submission of Matters to a Vote of Security Holders

          Item 5:  Other Information

          Item 6:  Exhibits and Reports on Form 8-K

          Signature


                     GRIFFON CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                December 31,     September 30,
                                                    1996             1996
                                                ------------     -------------
                                                (Unaudited)        (Note 1)
                                                           
ASSETS

   CURRENT ASSETS:

     Cash and cash equivalents                  $ 24,650,000     $ 17,846,000

     Marketable securities                         2,367,000        4,297,000

     Accounts receivable, less allowance
       for doubtful accounts                      82,589,000       87,113,000

     Contract costs and recognized
       income not yet billed                      31,694,000       33,670,000

     Inventories (Note 2)                         69,597,000       69,886,000

     Prepaid expenses and other current
        assets                                    15,440,000       16,203,000
                                                ------------     ------------
        Total current assets                     226,337,000      229,015,000

   PROPERTY, PLANT AND EQUIPMENT
      at cost, less accumulated depreciation
      and amortization of $47,472,000 at
      December 31, 1996 and $45,010,000 at
      September 30, 1996                          57,310,000       55,706,000

   OTHER ASSETS                                   30,231,000       26,448,000
                                                ------------     ------------
                                                $313,878,000     $311,169,000
                                                ============     ============
<FN>
           See notes to condensed consolidated financial statements.
</FN>



                     GRIFFON CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                December 31,     September 30,
                                                    1996             1996
                                                ------------     -------------
                                                (Unaudited)        (Note 1)
                                                           
LIABILITIES AND SHAREHOLDERS' EQUITY

   CURRENT LIABILITIES:

     Accounts and notes payable                 $ 39,768,000     $ 47,131,000
     Other current liabilities                    57,903,000       58,620,000
                                                ------------     ------------
       Total current liabilities                  97,671,000      105,751,000
                                                ------------     ------------
   LONG-TERM DEBT AND OTHER LIABILITIES           35,044,000       31,806,000
                                                ------------     ------------
   LIABILITY OF EMPLOYEE STOCK OWNERSHIP PLAN      2,375,000          ---
                                                ------------     ------------
   MINORITY INTEREST IN SUBSIDIARY                 1,270,000          652,000
                                                ------------     ------------

   SHAREHOLDERS' EQUITY:
   Preferred stock, par value $.25 per share,
     authorized 3,000,000 shares --
     Second Preferred Stock, Series I,
       authorized 1,950,000 shares, issued
       1,571,294 shares at December 31, 1996
       and 1,618,844 shares at September 30,
       1996 (liquidation value $15,713,000
       and $16,188,000, respectively)                393,000          405,000
   Common Stock, par value $.25 per share,
     authorized 85,000,000 shares, issued
     29,302,645 shares at December 31, 1996
     and 29,253,848 shares at September 30,
     1996, and 334,896 shares in treasury at
     December 31, 1996 and September 30, 1996      7,326,000        7,313,000

   Other shareholders' equity                    169,799,000      165,242,000
                                                ------------     ------------
      Total shareholders' equity                 177,518,000      172,960,000
                                                ------------     ------------
                                                $313,878,000     $311,169,000
                                                ============     ============
<FN>
           See notes to condensed consolidated financial statements.
</FN>



                     GRIFFON CORPORATION AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                                THREE MONTHS ENDED DECEMBER 31,
                                                -------------------------------
                                                    1996             1995
                                                ------------     ------------
                                                           
Net sales                                       $181,744,000     $153,363,000

Cost of sales                                    135,761,000      114,959,000
                                                ------------     ------------
       Gross profit                               45,983,000       38,404,000

Selling, general and administrative
   expenses                                       33,257,000       28,449,000
                                                ------------     ------------
       Income from operations                     12,726,000        9,955,000
                                                ------------     ------------
Other income (expense):
       Interest expense                             (775,000)        (766,000)
       Interest income                               323,000          369,000
       Other, net                                     54,000          (10,000)
                                                ------------     ------------
                                                    (398,000)        (407,000)
                                                ------------     ------------
       Income from continuing operations
              before income taxes                 12,328,000        9,548,000
                                                ------------     ------------
Provision for income taxes:
   Federal                                         4,062,000        3,117,000
   State and other                                   746,000          599,000
                                                ------------     ------------
                                                   4,808,000        3,716,000
                                                ------------     ------------
Income from continuing operations                  7,520,000        5,832,000

Operating income of discontinued operations,
    net of income tax effect                         ---               31,000
                                                ------------     ------------
     Net income                                 $  7,520,000     $  5,863,000
                                                ============     ============
Net income per share of common stock (Note 3)   $        .24     $        .18
                                                ============     ============
<FN>
           See notes to condensed consolidated financial statements.
</FN>



                           GRIFFON CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                                           THREE MONTHS ENDED DECEMBER 31,
                                                           -------------------------------

                                                                 1996            1995
                                                             -----------    -----------
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                   $ 7,520,000    $ 5,863,000
                                                             -----------    -----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                             2,749,000      2,257,000
     Provision for losses on accounts receivable                 522,000        239,000
     Income from discontinued operations                         ---            (31,000)
     Change in assets and liabilities:
       Decrease in accounts receivable and contract
         costs and recognized income not yet billed            5,978,000      8,814,000
       (Increase) decrease in inventories                      1,535,000       (488,000)
       (Increase) decrease in prepaid expenses and other
         assets                                               (1,800,000)       504,000
       Increase (decrease) in accounts payable and accrued
         liabilities                                          (6,355,000)       591,000
       Other changes, net                                       (626,000)       279,000
                                                             -----------    -----------
   Total adjustments                                           2,003,000     12,165,000
                                                             -----------    -----------
                Net cash provided by operating activities      9,523,000     18,028,000
                                                             -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Net decrease in marketable securities                       1,931,000      6,903,000
   Acquisition of property, plant and equipment               (4,043,000)    (1,256,000)
   Acquired businesses                                        (1,320,000)   (21,884,000)
   Proceeds from sale of discontinued operation                2,771,000        ---
   Other, net                                                    562,000       (315,000)
                                                             -----------    -----------
                Net cash used in investing activities            (99,000)   (16,552,000)
                                                             -----------    -----------



                           GRIFFON CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                        (Unaudited)

                                                           THREE MONTHS ENDED DECEMBER 31,
                                                           -------------------------------

                                                                 1996            1995
                                                             -----------    -----------
                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:

   Purchase of treasury shares                                   ---           (862,000)
   Proceeds from issuance of long-term debt                      ---         19,000,000
   Payment of long-term debt                                    (129,000)    (2,135,000)
   Decrease in short-term borrowings                          (2,500,000)    (1,000,000)
   Other, net                                                      9,000         28,000
                                                             -----------    -----------
                Net cash provided by (used in) financing
                  activities                                  (2,620,000)    15,031,000
                                                             -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                      6,804,000     16,507,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              17,846,000      9,656,000
                                                             -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $24,650,000    $26,163,000
                                                             ===========    ===========
<FN>
                 See notes to condensed consolidated financial statements.
</FN>



                      GRIFFON CORPORATION AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


(1)  Basis of Presentation -

      The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  The balance sheet at September 30, 1996 has
been derived from the audited financial statements at that date.  In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.  Operating
results for the three-month period ended December 31, 1996 are not necessarily
indicative of the results that may be expected for the year ended September 30,
1997.  For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report to shareholders
for the year ended September 30, 1996.

(2)  Inventories -

      Inventories, stated at the lower of cost (first-in, first-out or average)
or market, are comprised of the following:


                                           December 31,    September 30,
                                               1996            1996
                                           -----------     ------------
                                                     
      Finished goods . . . . . . . . . .   $26,804,000      $23,910,000

      Work in process  . . . . . . . . .    20,577,000       22,706,000

      Raw materials and supplies . . . .    22,216,000       23,270,000
                                           -----------     ------------
                                           $69,597,000      $69,886,000
                                           ===========     ============

(3)  Net Income Per Share -

      Net income per share is calculated using the weighted average number of
shares of common stock, and where dilutive, common stock equivalents outstanding
during each period.  Shares used in computing per share results were 31,240,000
and 33,097,000 for the three months ended December 31, 1996 and 1995,
respectively.

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                              AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

      Net sales were $181.7 million for the three-month period ended December
31, 1996, an increase of $28.4 million or 18.5% over last year.

      Net sales of the building products business were $116.2 million, an
increase of $17.8 million or 18.0% over last year.  Higher garage door units
sales ($6.4 million) due to stronger construction and related retail markets,
internal growth in the service business ($3.3 million) and the effect of
acquired companies ($6.6 million) were the principal reasons for the increase.
Net sales of the specialty plastic films business were $39.1 million, an
increase of $7.4 million or 23.2% over last year.  Increased unit sales ($7.2
million) primarily attributable to products for its major customer in the infant
diaper market was the principal reason for the increase.  Net sales of the
electronic information and communication systems business were $26.5 million, an
increase of $3.3 million or 14.1% over last year due to increased funding levels
on several programs and higher demand for its integrated circuit products.

      Income from operations for the three-month period ended December 31, 1996
was $12.7 million, an increase of $2.8 million or 27.8% over last year.
Operating income of the building products business increased approximately $4.0
million compared to last year principally due to the sales growth, lower raw
material costs and manufacturing efficiencies.  Operating income of the
specialty plastic films segment declined $1.6 million compared to last year.
The decrease was principally due to development and start-up costs associated
with new products and raw material cost increases in excess of selling price
increases.  The reduced earnings in the specialty plastic films segment are
expected to continue through the beginning of the year with improvement
anticipated toward the latter half of 1997 as the new programs coming onstream
generate additional volume increases and related start-up costs become less
significant. Operating income of the electronic information and communication
systems operation increased by $.4 million due to the increased sales.

LIQUIDITY AND CAPTIAL RESOURCES

      Cash flow provided by operations for the quarter was $9.5 million and
working capital was $128.7 million at December 31, 1996.

      During the quarter the company had capital expenditures of $4.0 million
including continuing construction and equipment costs of $2.0 million for its
60%-owned specialty plastic films joint venture in Germany.  Proceeds of $2.8
million were received from the sale of the company's synthetic batting business
which had been reflected as a discontinued operation last year.

      Anticipated cash flows from operations, together with existing cash and
marketable securities and lease line availability, should be adequate to finance
presently anticipated working capital and capital expenditure requirements and
to repay long-term debt as it matures.


      The statements contained in this report which are not historical facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward- looking statements, including the effect of business and
economic conditions; the impact of competitive products and pricing; capacity
and supply constraints or difficulties; product development, commercialization
or technological difficulties; and other risks and uncertainties.

                           PART II - OTHER INFORMATION


Item 1      Legal Proceedings

            There are no material changes in the information previously reported
            under this item.

Item 2      Changes in Securities

            None

Item 3      Defaults Upon Senior Securities

            None

Item 4      Submission of Matters to a Vote of Security Holders

            None

Item 5      Other Information

            None

Item 6      Exhibits and Reports on Form 8-K

            27 -- Financial Data Schedule (for electronic submission only)



                                   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 Robert Balemian
                                            -----------------------------
                                            Robert Balemian
                                            President
                                            (Principal Financial Officer)




Date:  February 3, 1997
       ----------------