Exhibit 32





                           CERTIFICATIONS PURSUANT TO

                             18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





         I, Harvey R. Blau, Chief Executive Officer of Griffon Corporation,
hereby certify that the Form 10-Q of Griffon Corporation for the period ended
June 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and the information contained in such report
fairly presents, in all material respects, the financial condition and results
of operations of Griffon Corporation.



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

                               Name: Harvey R. Blau

                               Date: August 8, 2003



         I, Robert Balemian, Chief Financial Officer of Griffon Corporation,
hereby certify that the Form 10-Q of Griffon Corporation for the period ended
June 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and the information contained in such report
fairly presents, in all material respects, the financial condition and results
of operations of Griffon Corporation.



                               /s/ Robert Balemian
                               -------------------

                               Name: Robert Balemian

                               Date: August 8, 2003



         These certifications are being furnished pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and, except to the extent required by the
Sarbanes-Oxley Act, shall not be deemed to be filed as part of the periodic
report described herein nor shall they be deemed filed by Griffon Corporation
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A
signed original of this written statement required by Section 906 has been
provided to Griffon Corporation and will be retained by Griffon Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.