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): July 1, 1997


                               GRIFFON CORPORATION
             (Exact name of registrant as specified in its charter)


   Delaware                   1-6620              11-1893410
(State or other          (Commission File       (IRS Employer
jurisdiction of              Number)          Identification No.)
incorporation)


100 Jericho Quadrangle, Jericho, New York            11753
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number,
   including area code:                           516-938-5544










Item 2.  Acquisition or Disposition of Assets

     On July 1, 1997, the Company, through its wholly-owned subsidiary  Clopay  
Corporation,  acquired  all of  the  outstanding  shares  of Holmes-Hally  
Industries in a cash  transaction from the Paul M. Halopoff Trust, the Halopoff
Irrevocable Trust and the Halopoff Family Trust. The purchase price of $35 
million is subject to adjustment based on audited financial statements to be 
prepared  as of the  date  of  closing.  The  acquisition  was  financed  by
borrowings  under an existing $60 million credit  facility with Fleet Bank, N.A.
and the Chase Manhattan Bank.

     Holmes-Hally  Industries is a  manufacturer  and  installer of  residential
garage doors and related hardware in the Western United States with annual sales
of approximately $80 million.  Its assets and operations will become part of the
Company's building products segment.








Item 7.  Financial Statements and Exhibits
     (c) Exhibits
         2(a)  Stock purchase agreement dated as of June 4,
               1997 between Clopay Corporation (Purchaser) and
               Marcia Kay Radelet and Timothy P. Halopoff, as
               co-trustees under the Paul M. Halopoff Trust,
               dated September 30, 1975; Timothy P. Halopoff,
               as trustee under the Halopoff Irrevocable
               Trust, dated February 21, 1991, and Marcia Kay
               Radelet, as trustee under the Halopoff Family
               Trust, dated October 14, 1985 (Sellers), and
               Marcia Kay Radelet

         2(b)  First Amendment to Stock Purchase Agreement





                                    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
                                   (Registrant)


Date: July 10, 1997                /s/ Robert Balemian
                                       Robert Balemian
                                       President