GRIFFON CORPORATION

                                              Contact:         Robert Balemian
                                                               President
                                                              (516) 938-5544

                         GRIFFON CORPORATION ANNOUNCES
                         -----------------------------

         RECORD OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2004
         --------------------------------------------------------------

     Jericho,  New York, April 29, 2004 - Griffon  Corporation  (NYSE:GFF) today
reported  record  operating  performance  for the second quarter of fiscal 2004,
ended March 31, 2004, with each of its operating units  reflecting  increases in
sales, operating income and margins.

     Net sales for the quarter were  $317,636,000  compared to $277,330,000  for
the second  quarter of fiscal 2003.  Income  before  income  taxes  increased to
$19,348,000 from $11,236,000.  Net income was $8,662,000 in the current quarter,
up from  $4,617,000 in the second quarter of 2003.  Basic earnings per share for
the quarter was $.29  compared to $.14 last year and diluted  earnings per share
was $.27 compared to $.14 in 2003.

     Specialty plastic films reflected  substantially higher sales and operating
profit.  The sales  growth was due to an improved  product  mix,  selling  price
adjustments  to pass through raw material  price  increases to customers and the
effect of a weaker U.S. dollar on translated  foreign sales.  Specialty  plastic
films' operating profit benefited from the sales growth and increased  operating
efficiencies.  The building  products  operations  contributed  to the quarter's
improved  operating  results  with higher unit sales of garage doors in both the
retail and dealer channels of distribution, sales gains in installation services
and its  elimination  last year of an  underperforming  location  and  effective
expense control. The electronic  information and communication  systems segment,
Telephonics, had higher sales and operating profit due to the effect of recently
awarded contracts and growth in defense production programs. Consolidated

                                     -more-




                                      -2-

earnings in the  quarter  reflected  increased  interest  expense of  $1,100,000
associated with the company's convertible  subordinated notes which were sold in
the latter part of fiscal 2003.

     Net sales  for the six  months  ended  March  31,  2004  were  $656,138,000
compared to $579,484,000 for the first six months of fiscal 2003.  Income before
income taxes for the six months rose to $45,006,000,  up from  $32,317,000  last
year. Net income  increased to $21,777,000  from  $15,537,000  for the first six
months of 2003.  Diluted earnings per share for the first half was $.69 compared
to $.46 last year.

     Cash flow from operations during the quarter was $18,000,000 which was used
to fund treasury  stock  purchases of  $9,000,000  and capital  expenditures  of
$10,000,000,  principally  for the  specialty  plastic films  segment's  capital
expansion programs.

   Griffon Corporation  -

o    is a leading  manufacturer  and  marketer of  residential,  commercial  and
     industrial garage doors sold to professional  installing  dealers and major
     home center retail chains;

o    installs and services  specialty  building products and systems,  primarily
     garage  doors,  openers,  fireplaces  and  cabinets,  for new  construction
     markets through a substantial  network of operations located throughout the
     country;

o    is an  international  leader in the  development and production of embossed
     and laminated  specialty  plastic  films used in the baby diaper,  feminine
     napkin, adult incontinent, surgical and patient care markets; and

o    develops  and  manufactures   information  and  communication  systems  for
     government and commercial markets worldwide.


                                     -more-




                                      -3-


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company's
financial position, business strategy and the plans and objectives of the
company's management for future operations, are forward-looking statements. When
used in this release, words such as "anticipate", "believe", "estimate",
"expect", "intend", and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company's management, as well as
assumptions made by and information currently available to the company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors, including but not
limited to, business and economic conditions, competitive factors and pricing
pressures, capacity and supply constraints. Such statements reflect the views of
the company with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to the operations, results of
operations, growth strategy and liquidity of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements. The company
does not undertake to release publicly any revisions to these forward-looking
statements to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.

                                      # # #




                              GRIFFON CORPORATION
                              -------------------
                              OPERATING HIGHLIGHTS
                              --------------------
             (Unaudited, in thousands except for per share amounts)

                                                              For the Three Months Ended    For the Six Months Ended
                                                                       March 31,                   March 31,
                                                              --------------------------    ------------------------
                                                                  2004          2003           2004           2003
                                                                  ----          ----           ----           ----
                                                                                                
 Net sales:
   Garage Doors                                                 $ 96,093      $ 82,886       $217,953       $196,349
   Installation Services                                          72,332        66,672        149,037        138,992
   Specialty Plastic Films                                       106,613        92,129        210,614        179,471
   Electronic Information and Communication Systems               47,259        40,612         88,899         76,373
   Intersegment eliminations                                      (4,661)       (4,969)       (10,365)       (11,701)
                                                                --------      --------       --------       --------
                                                                $317,636      $277,330       $656,138       $579,484
                                                                ========      ========       ========       ========
 Operating income:
   Garage Doors                                                 $  3,964      $  2,966       $ 17,224       $ 13,883
   Installation Services                                           1,692           528          4,698          2,207
   Specialty Plastic Films                                        15,142         9,156         28,082         19,822
   Electronic Information and Communication Systems                3,669         2,894          5,699          4,616
                                                                --------      --------       --------       --------
     Segment operating income                                     24,467        15,544         55,703         40,528
 Unallocated amounts                                              (3,360)       (3,450)        (7,088)        (6,584)
 Interest expense, net                                            (1,759)         (858)        (3,609)        (1,627)
                                                                --------      --------       --------       --------
   Income before income taxes                                     19,348        11,236         45,006         32,317
 Provision for income taxes                                       (7,159)       (4,269)       (16,652)       (12,280)
                                                                --------      --------       --------       --------
   Income before minority interest                                12,189         6,967         28,354         20,037
 Minority interest                                                (3,527)       (2,350)        (6,577)        (4,500)
                                                                --------      --------       --------       --------
   Net income                                                   $  8,662      $  4,617       $ 21,777       $ 15,537
                                                                ========      ========       ========       ========

 Earnings per share of common stock:
      Basic                                                       $ .29         $ .14          $ .73          $ .47
                                                                  =====         =====          =====          =====
      Diluted                                                     $ .27         $ .14          $ .69          $ .46
                                                                  =====         =====          =====          =====