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

             OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2005
             -------------------------------------------------------

     Jericho,  New  York,  May 3, 2005 - Griffon  Corporation  (NYSE:GFF)  today
reported  operating  results for the second quarter of fiscal 2005,  ended March
31, 2005. Net sales for the quarter were  $322,473,000  compared to $317,636,000
for the second quarter of fiscal 2004. Income before income taxes was $4,101,000
compared to  $19,348,000  last year.  Net income was  $2,884,000  in the current
quarter,  down from $8,662,000 in the second quarter of 2004.  Diluted  earnings
per  share for the  quarter  was $.09  compared  to $.27 in last  year's  second
quarter.

     Operating results in the second quarter of fiscal 2005 were impacted by the
continued  raw material  price  escalation  in the  specialty  plastic films and
garage doors  segments.  The garage doors segment  experienced  significant  raw
material  (steel) cost  increases in the second  quarter.  In specialty  plastic
films,  raw material  (resin) costs also  increased over first quarter levels in
North  America and  advanced  more  sharply in Europe.  Although the company has
continued to raise selling prices in both of these segments,  their raw material
cost increases have not been fully recovered.  In garage doors, higher net sales
were driven  primarily by selling price increases and by favorable  product mix.
Specialty  plastic films continued to experience  reduced unit volume related to
product  design  changes by its major  customer.  These  reductions  were partly
offset by the effects of higher selling prices to pass through raw material cost
increases.  Sales volume and profitability in installation services continued to
be negatively  affected by narrower margins due to higher costs of products with
significant steel content (garage doors and





fireplaces),  a weaker construction environment in certain of its markets and by
increased competition. Net sales of the electronic information and communication
systems   segment,   Telephonics,   increased   principally  due  to  growth  in
international  radar programs.  Telephonics  profitability  was reduced slightly
compared to last year primarily due to operating costs associated with companies
acquired  during the quarter.

     Net sales  for the six  months  ended  March  31,  2005  were  $662,647,000
compared to $656,138,000 for the first six months of fiscal 2004.  Income before
income taxes for the six months was  $23,656,000  compared to  $45,006,000  last
year. Net income was  $13,336,000  compared to $21,777,000 for the first half of
2004.  Diluted  earnings per share for the  six-months was $.43 compared to $.69
last year.

     Cash flow from operations during the quarter was $25,000,000 which was used
to fund  acquisitions of $9,000,000,  capital  expenditures  of $6,000,000,  and
long-term debt reductions of $6,000,000.

     A conference call  discussing  second quarter results is scheduled for 4:00
p.m. EDT on May 3, 2005 and can be accessed by dialing (877)  423-3902.  Callers
should ask to be  connected to Griffon  Corporation's  second  quarter  earnings
teleconference.  A replay of the call will be available  one hour  following the
call and can be accessed by dialing (800) 642-1687,  conference  code:  5740620.
The replay will be available until 5:00 p.m. EDT on May 17, 2005. In conjunction
with this  conference  call,  the  Company  has also  posted on its  website  at
www.griffoncorp.com  certain financial  information regarding its second quarter
results which will be archived and available at the website for one year.






         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 Six Months Ended
                                                                       March 31,                       March 31,

                                                               2005              2004          2005            2004
                                                               ----              ----          ----            ----
 Net sales:

                                                                                               
   Garage Doors                                             $ 110,174        $  96,093      $ 245,881      $ 217,953
   Installation Services                                       66,508           72,332        138,797        149,037
   Specialty Plastic Films                                     94,533          106,613        185,865        210,614
   Electronic Information and Communication Systems            56,353           47,259        102,755         88,899
   Intersegment eliminations                                   (5,095)          (4,661)       (10,651)       (10,365)
                                                            ---------        ---------       --------      ---------
                                                            $ 322,473        $ 317,636       $662,647      $ 656,138

 Operating income:
   Garage Doors                                             $  (1,251)       $   3,964       $ 11,398      $  17,224
   Installation Services                                        1,287            1,692          2,576          4,698
   Specialty Plastic Films                                      6,220           15,142         14,818         28,082
   Electronic Information and Communication Systems             3,397            3,669          5,921          5,699
                                                            ---------         --------       --------      ---------
     Segment operating income                                   9,653           24,467         34,713         55,703
 Unallocated amounts                                           (4,067)          (3,360)        (8,047)        (7,088)
 Interest expense, net                                         (1,485)          (1,759)        (3,010)        (3,609)
                                                            ---------         --------       --------       --------
   Income before income taxes                                   4,101           19,348         23,656         45,006
 Provision for income taxes (1)                                   (92)          (7,159)        (7,327)       (16,652)
                                                            ---------         --------       --------       --------
   Income before minority interest                              4,009           12,189         16,329         28,354
 Minority interest                                             (1,125)          (3,527)        (2,993)        (6,577)
                                                            ---------         --------       --------       --------
   Net income                                               $   2,884        $   8,662       $ 13,336      $  21,777
                                                            =========        =========       ========      =========

 Earnings per share of common stock:
      Basic                                                    $  .10          $   .29         $  .45         $  .73
                                                               ======          =======         ======         ======
      Diluted                                                  $  .09          $   .27         $  .43         $  .69
                                                               ======          =======         ======         ======




(1)  Includes  a reduced  provision  in the second  quarter of fiscal  2005 as a
result of a lower  projected  annual  effective  tax rate and the  resolution of
other income tax matters