GRIFFON CORPORATION



                                                   Contact:    Robert Balemian
                                                               President
                                                               (516) 938-5544

                   GRIFFON CORPORATION ANNOUNCES RETIREMENT OF
            ROBERT BALEMIAN AS PRESIDENT AND CHIEF FINANCIAL OFFICER

              APPOINTS ERIC EDELSTEIN EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER

     JERICHO, NY - February 16, 2005 - Griffon Corporation (NYSE: GFF) announced
today at its Annual Meeting of Shareholders, that Robert Balemian, 66, its
President and Chief Financial Officer since 1982, will retire effective May 1,
2005. Mr. Balemian will continue to serve as President until May 1, 2005 in
order to assist in an orderly transition. In addition, Mr. Balemian will serve
as a consultant to the company until 2010.

     In connection with Mr. Balemian's retirement, the Board of Directors has
appointed Eric Edelstein to serve as Executive Vice President and Chief
Financial Officer effective March 1, 2005. Mr. Edelstein was employed for over
30 years by Arthur Andersen. When Mr. Edelstein left Arthur Andersen in 2002, he
was Managing Partner of the Northeast Region of the Business Consulting Division
and Managing Partner of the National Practices of the Business Consulting
Division. Mr. Edelstein currently serves as a director of several public
companies.

     "The Board and I would like to thank Bob for his tremendous contributions
during his tenure with Griffon and we respect his decision to retire. Bob has
provided Griffon with outstanding loyalty and dedication for over 31 years,"
said Harvey R. Blau, the company's Chairman of the Board and Chief Executive
Officer. "We all respect Bob, not only for his superb business capabilities, but
also for the way he demonstrates Griffon's values on a daily basis and for his
commitment to the company. Because of Bob's leadership, Griffon is well
positioned for future growth. We also welcome Eric Edelstein to our management
team and look forward to working with him to pursue the next steps in Griffon's
strategic plan."





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.



                                     # # #