GRIFFON CORPORATION ANNOUNCES RESTATEMENT OF
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          FISCAL 2005 FIRST AND SECOND QUARTER FINANCIAL STATEMENTS ---
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                  NO CHANGE TO NET INCOME OR EARNINGS PER SHARE
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                     FOR THE SIX MONTHS ENDED MARCH 31, 2005
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     Jericho,  New York,  May 11, 2005 - Griffon  Corporation  (NYSE:GFF)  today
announced that in connection with the preparation of the consolidated  financial
statements for the second quarter of fiscal 2005, the company  ascertained  that
in the first  quarter  of the year  there was an  inventory  valuation  error in
determining  the  garage  door  segment's  cost of goods  sold.  This  inventory
valuation  error was caused by  unprecedented  increases  in the  segment's  raw
material  costs and  correction  of this error was included in the press release
which  previously  reported  operating  results for the second  quarter of 2005.
However,  the company has since  determined to reflect the adjustment to correct
cost of goods  sold in the first  quarter  of 2005 by  restating  that  period's
operating  results.   The  restatement  will  not  change  previously  disclosed
earnings,  cash flows, or financial  position for the six months ended March 31,
2005 and will result in an  estimated  $1,260,000  decrease to bring  previously
reported first quarter net income to $9,192,000 and a corresponding  increase to
bring second quarter net income to $4,144,000.  First quarter  diluted  earnings
per share will decrease $.05 to an estimated  $.29 per share and second  quarter
diluted earnings per share will increase $.04 to an estimated $.13 per share.

     The Company did not file its quarterly  report on Form 10-Q,  which was due
yesterday.  It expects to file such report during the  statutorily  allowed five
day extension period.





         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.