GRIFFON CORPORATION ANNOUNCES
                         -----------------------------
         RECORD OPERATING RESULTS FOR THE THIRD QUARTER OF FISCAL 2004
         -------------------------------------------------------------

     Jericho,  New York, August 3, 2004 - Griffon  Corporation  (NYSE:GFF) today
reported  record  operating  performance  for the third  quarter of fiscal 2004,
ended  June 30,  2004,  with  each of its  business  units  contributing  to the
improved operating results.

     Net sales for the quarter were  $367,948,000  compared to $312,547,000  for
the third  quarter of fiscal  2003.  Income  before  income  taxes  increased to
$24,760,000 from $19,183,000. Net income was $13,157,000 in the current quarter,
up from  $11,322,000 in the third quarter of 2003.  Basic earnings per share for
the quarter was $.44  compared to $.34 last year and diluted  earnings per share
was $.42 compared to $.33 in 2003.

     Telephonics, the company's electronic information and communication systems
segment,  had a very strong third quarter,  attaining  substantial  increases in
sales and operating profit. The improvement was primarily driven by Telephonics'
performance  on new  program  awards for 2004,  including  a contract to provide
ground  surveillance  radars for  perimeter  protection of U.S. Air Force bases.
Specialty  plastic  films also  achieved  higher sales and  increased  operating
profit.  The  segment's  operating  improvement  reflects  improved  pricing and
product mix and the effect of a weaker U.S. dollar on translated  foreign sales,
partly offset by lower domestic unit volumes.  The building products  operations
also contributed to the quarter's improved  operating  results.  Continued sales
gains  in   installation   services  and  its   elimination   last  year  of  an
underperforming  location coupled with effective expense control and higher unit
sales of garage doors in all channels of distribution were the principal reasons
for the operating  improvement.




Consolidated  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 nine  months  ended  June 30,  2004 were  $1,024,086,000
compared to $892,031,000 for the first nine months of fiscal 2003. Income before
income taxes for the nine months rose to $69,766,000,  up from  $51,500,000 last
year. Net income  increased to $34,934,000  from  $26,859,000 for the first nine
months  of 2003.  Diluted  earnings  per  share  for the nine  months  was $1.10
compared  to $.79 last year.

     Cash flow from  operations  during the  quarter  was  $12,000,000,  funding
treasury stock  purchases of $5,000,000 and capital  expenditures of $6,000,000.

     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.




"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 Nine Months Ended
                                                       June 30,                        June 30,
                                            --------------------------          -------------------------

                                               2004            2003                2004          2003
                                               ----            ----                -----         ----

                                                                                    
Net sales:
  Garage Doors                              $ 120,525       $ 106,294           $  338,478      $302,643
  Installation Services                        79,900          71,699              228,937       210,691
  Speciality Plastic Films                    100,065          98,050              310,679       277,521
  Electronic Information and
    Communication Systems                      73,302          42,501              162,201       118,874
  Intersegment eliminations                    (5,844)         (5,997)             (16,209)      (17,698)
                                            ---------       ---------           ----------      --------
                                            $ 367,948       $ 312,547           $1,024,086      $892,031
                                            =========       =========           ==========      ========
Operating income:
  Garage Doors                              $   9,638       $   9,036           $   26,862      $ 22,919
  Installation Services                         3,495           1,993                8,193         4,200
  Speciality Plastic Films                     10,780           9,643               38,862        29,465
  Electronic Information and
    Communication Systems                       6,237           1,847               11,936         6,463
                                            ---------       ---------           ----------      --------
      Segment operating income                 30,150          22,519               85,853        63,047
Unallocated amounts                            (3,605)         (2,504)             (10,693)       (9,088)
Interest expense, net                          (1,785)           (832)              (5,394)       (2,459)
                                            ---------       ---------           ----------      --------
  Income before income taxes                   24,760          19,183               69,766        51,500
Provision for income taxes                     (9,162)         (5,601) (1)         (25,814)      (17,881) (1)
                                            ---------       ---------           ----------      --------
  Income before minority interest              15,598          13,582               43,952        33,619
Minority interest                              (2,441)         (2,260)              (9,018)       (6,760)
                                            ---------       ---------           ----------      --------
  Net income                                $  13,157       $  11,322           $   34,934      $ 26,859
                                            =========       =========           ==========      ========

Earnings per share of common stock:
      Basic                                     $ .44           $ .34                $1.17        $  .81
                                                =====           =====                =====        ======
      Diluted                                   $ .42           $ .33                $1.10        $  .79
                                                =====           =====                =====        ======

(1)  Includes benefit of $1.7 million on resolution of tax contingencies and
     finalization of income taxes on foreign earnings and remittances.