GRIFFON CORPORATION ANNOUNCES OPERATING RESULTS
                 -----------------------------------------------
           FOR THE FIRST QUARTER OF FISCAL 2005 AND CONTRACT AWARDS TO
           -----------------------------------------------------------
                 SUPPLY RADAR SYSTEMS FOR THE U.S. COAST GUARD'S
                 -----------------------------------------------
                                DEEPWATER PROGRAM
                                -----------------

     Jericho, New York, February 8, 2005 - Griffon Corporation  (NYSE:GFF) today

reported  operating results for the first quarter of fiscal 2005, ended December

31,  2004.  Net  sales  for  the  quarter  increased  to  $340,174,000,  up from

$338,502,000  for the first  quarter of fiscal 2004.  Income before income taxes

was $19,555,000 compared to $25,658,000 last year. Net income was $10,452,000 in

the current  quarter  compared to $13,115,000  last year.  Diluted  earnings per

share for the quarter was $.34  compared to $.41 in last year's  first  quarter.

     Operating  results in the first quarter of fiscal 2005 reflected  continued

increases in raw material costs for both the specialty  plastic films and garage

doors segments.  Higher selling prices in both segments  moderated the effect of

the raw material  cost  increases,  but did not fully  recover  them.  In garage

doors,  selling price  increases to pass along  increased  raw material  (steel)

costs and  favorable  product mix  resulted in higher net sales.  Garage  doors'

profitability  was  negatively  impacted  primarily by the net effect of the raw

material cost increases. Specialty plastic films experienced reduced unit volume

related to product  design changes by its major customer that were partly offset

by higher  selling  prices due to raw material  (resin) cost  increases  and the

effect of a weaker U.S. dollar on foreign  operations.  Specialty plastic films'

profitability  in the  quarter  was  unfavorably  impacted  by the  unit  volume

reduction  and the effect of the raw material  cost  increases.  Lower sales and

profits in installation services reflected the effects of






increased  competition,  a weaker  construction  environment  in  certain of its

markets and narrower  margins due to higher costs of products  with  significant

steel content  (garage doors and  fireplaces).  The electronic  information  and

communication systems segment,  Telephonics,  reflected higher sales and profits

principally due to growth in defense and international  production programs.

     The company also announced that  Telephonics  received two contract  awards

valued in excess of $7.3 million from  Lockheed  Martin to develop radar systems

for the United  States Coast Guard's  CN-235  Maritime  Patrol  Aircraft and the

HV-911 Vertical Takeoff Unmanned Aerial Vehicle.

     The first  contract  award is for  development  of an  advanced  version of

Telephonics' APS-143 radar, designated the APS-143C(V)3. When fielded, this high

performance  radar  will  be a  major  element  of the  CN-235  Maritime  Patrol

Aircraft. This flexible and versatile mission system can be adapted to any other

fixed wing aircraft  utilized by the Coast Guard.

     The second  contract  award is for a  customized  version  of  Telephonics'

RDR-1700B  lightweight  imaging  radar,  which will be  integrated  on the Coast

Guard's  HV-911  Vertical  Takeoff  Unmanned  Aerial  Vehicle.   Designated  the

RDR-1700CG,  this radar will  provide  the HV-911  with  maritime  surveillance,

weather avoidance and search and rescue  capabilities.

     The contract  awards span an  eighteen-month  time period,  covering system

development,  non-recurring  engineering,  and the first engineering development

models for the CN-235 MPA and the  HV-911.  The  contracts  were  awarded  under

Deepwater, a critical multi-year,  multi-billion dollar program to modernize and

replace the Coast  Guard's  aging ships and  aircraft,  and improve  command and

control and logistics systems. It is the largest  recapitalization effort in the

history of the Coast Guard.

     Cash flow from  operations was  $9,000,000 for the quarter,  which together

with  existing  cash  balances,  funded  capital  expenditures  of  $17,000,000,

principally for the specialty plastic





films segment capital expansion  programs.  Also, during the quarter  $7,000,000

was used to acquire  approximately  300,000 shares of the company's common stock

under its buyback program.  Additional purchases will be made from time to time,

depending on market  conditions,  at prices deemed  appropriate  by  management.


     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)

                                                                  For the Three Months Ended
                                                                        December 31,
                                                            ------------------------------------------

                                                                2004                         2003
                                                                ----                         ----
                                                                                  
 Net sales:
   Garage Doors                                             $ 135,707,000               $ 121,860,000
   Installation Services                                       72,289,000                  76,705,000
   Specialty Plastic Films                                     91,332,000                 104,001,000
   Electronic Information and Communication Systems            46,402,000                  41,640,000
   Intersegment eliminations                                   (5,556,000)                 (5,704,000)
                                                            -------------               -------------
                                                            $ 340,174,000               $ 338,502,000
                                                            =============               =============
 Operating income:
   Garage Doors                                             $  12,649,000                 $13,260,000
   Installation Services                                        1,289,000                   3,006,000
   Specialty Plastic Films                                      8,598,000                  12,940,000
   Electronic Information and Communication Systems             2,524,000                   2,030,000
                                                            -------------               -------------
     Segment operating income                                  25,060,000                  31,236,000
 Unallocated amounts                                           (3,980,000)                 (3,728,000)
 Interest expense, net                                         (1,525,000)                 (1,850,000)
                                                            -------------               -------------
   Income before income taxes                                  19,555,000                  25,658,000
 Provision for income taxes                                    (7,235,000)                 (9,493,000)
                                                            -------------               -------------
   Income before minority interest                             12,320,000                  16,165,000
 Minority interest                                             (1,868,000)                 (3,050,000)
                                                            -------------               -------------
   Net income                                               $  10,452,000                $ 13,115,000
                                                            =============               =============

 Earnings per share of common stock:

      Basic                                                        $  .36                      $  .44
                                                                   ======                      ======
      Diluted                                                      $  .34                      $  .41
                                                                   ======                      ======