GRIFFON CORPORATION ANNOUNCES OPERATING RESULTS
                -----------------------------------------------
           FOR THE FIRST QUARTER OF FISCAL 2006 AND INITIAL SHIPMENTS
           ----------------------------------------------------------
           FOR THE SYRACUSE RESEARCH CORPORATION SUBCONTRACT-RELEASES
           ----------------------------------------------------------
        NOW EXCEED $90 MILLION AND THE PROGRAM COULD EXCEED $150 MILLION
        ----------------------------------------------------------------

     Jericho, New York, February 3, 2006 - Griffon Corporation  (NYSE:GFF) today
reported  operating results for the first quarter of fiscal 2006, ended December
31,  2005.  Net  sales  for  the  quarter  increased  to  $358,524,000  up  from
$340,174,000  for the first  quarter of fiscal 2005.  Income before income taxes
was $10,793,000  compared to $17,555,000 last year. Net income was $6,776,000 in
the current quarter compared to $9,192,000 last year. Diluted earnings per share
for the quarter was $.22 compared to $.29 in last year's first quarter.

     Operating   results  in  the  first   quarter  of  fiscal  2006   reflected
unprecedented increases in resin costs and reduced sales volume from our primary
customer for the  specialty  plastic  films  segment.  This segment  experienced
reduced  unit  volume from its  primary  customer as a result of product  design
changes and the softening of its North American market. In garage doors, selling
price increases to pass along increased raw material (steel) costs and favorable
product  mix  resulted  in higher  net  sales.  Garage  door  profitability  was
positively  impacted as raw material  cost  increases  were not recovered in the
prior year, but were recovered in the current year.  Higher sales and profits in
the installation  services segment reflected  continued  strength in the Phoenix
and Las Vegas markets.  The electronic  information  and  communication  systems
segment,  Telephonics,  reflected  higher sales and profits  principally  due to
growth in radar programs.




     The company also  announced  that  Telephonics  successfully  delivered the
initial  systems in  support of the  subcontract  award from  Syracuse  Research
Corporation  (SRC) for turnkey  production  of an SRC product.  Telephonics  has
received  subcontracts in excess of $90 million to date.  Under the structure of
the joint  cooperation  agreement  with  SRC,  Telephonics'  total  share of all
production  for the program  could exceed $150 million.  SRC is an  independent,
not-for-profit research and development leader focused on technology programs of
national  significance.  "Meeting the initial delivery of this aggressive effort
is a  tribute  to the  effective  collaboration  between  Telephonics  and SRC",
emphasized  Mr. Donald C. Pastor,  Executive  Vice  President of Operations  for
Telephonics.  "As a team we are  driven  by a  sincere  desire  to  support  our
troops."

     Cash flow from  operations  was $4.7 million for the quarter,  which funded
capital expenditures of $4.7 million. Also, during the quarter $10.3 million was
used to acquire approximately 415,500 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,  results of integrating  acquired
businesses into existing  operations,  competitive factors and pricing pressures
for resin and steel,  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)


           PRELIMINARY

                                                                For the Three Months Ended
                                                                        December 31,
                                                       ----------------------------------------------
                                                               2005                          2004
                                                               ----                          ----
                                                                                
 Net sales:
   Garage Doors                                           $  142,827,000              $  135,707,000
   Installation Services                                      82,154,000                  72,289,000
   Specialty Plastic Films                                    86,173,000                  91,332,000
   Electronic Information and Communication Systems           52,681,000                  46,402,000
   Intersegment eliminations                                  (5,311,000)                 (5,556,000)
                                                          --------------              --------------
                                                          $  358,524,000              $  340,174,000
                                                          ==============              ==============
 Operating income:
   Garage Doors                                           $   13,570,000              $   10,649,000
   Installation Services                                       2,810,000                   1,289,000
   Specialty Plastic Films                                    (1,636,000)                  8,598,000
   Electronic Information and Communication Systems            2,967,000                   2,524,000
                                                          --------------              --------------
     Segment operating income                                 17,711,000                  23,060,000
 Unallocated amounts                                          (4,830,000)                 (3,980,000)
 Interest expense, net                                        (2,088,000)                 (1,525,000)
                                                          --------------              --------------
   Income before income taxes                                 10,793,000                  17,555,000
 Provision for income taxes                                   (4,017,000)                 (6,495,000)
                                                          --------------              --------------
  Income before minority interest                              6,776,000                  11,060,000
 Minority interest                                                     -                  (1,868,000)
                                                          --------------              --------------
   Net income                                             $    6,776,000              $    9,192,000
                                                          ==============              ==============

 








                      GRIFFON CORPORATION AND SUBSIDIARIES
                      ------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)

           PRELIMINARY

                                                       FOR THE THREE MONTHS ENDED
                                                              DECEMBER 31,
                                                              ------------

                                                         2005              2004
                                                         ----              ----

                                                                  
 Net sales                                            $  358,524       $  340,174
 Cost of sales                                           269,355          251,882
                                                      ----------       ----------
    Gross profit                                          89,169           88,292

 Selling, general and administrative expenses             75,224           70,458
                                                      ----------       ----------
    Income from operations                                13,945           17,834
                                                      ----------       ----------
 Other income (expense):
    Interest expense                                      (2,578)          (2,108)
    Interest income                                          490              583
    Other, net                                            (1,064)           1,246
                                                      ----------       ----------
                                                          (3,152)            (279)
                                                      ----------       ----------
    Income before income taxes                            10,793           17,555
                                                      ----------       ----------
 Provision for income taxes:
    Federal                                                2,807            4,088
    State and foreign                                      1,210            2,407
                                                      ----------       ----------
                                                           4,017            6,495
                                                      ----------       ----------
     Income before minority interest                       6,776           11,060

 Minority interest                                             -           (1,868)
                                                      ----------       ----------
    Net income                                        $    6,776       $    9,192
                                                      ==========       ==========

 Basic earnings per share of common stock             $     0.22       $     0.31
                                                      ==========       ==========

 Diluted earnings per share of common stock           $     0.22       $     0.29
                                                      ==========       ==========

 Weighted average number of shares outstanding:
      Basic                                           30,205,000       29,249,000
                                                      ==========       ==========
      Diluted                                         31,502,000       31,165,000
                                                      ==========       ==========









                      GRIFFON CORPORATION AND SUBSIDIARIES
                      ------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

           PRELIMINARY


                                                         DECEMBER 31,        SEPTEMBER 30,
                                                            2005                 2005
                                                         ------------        -------------
                                                                        
ASSETS
- -------
Current Assets:
  Cash and cash equivalents                              $  45,960            $  60,663
  Accounts receivable, net                                 172,589              189,904
  Contract costs and recognized income
   not yet billed                                           47,111               43,065
  Inventories                                              152,700              148,350
  Prepaid expenses and other current assets                 40,647               41,227
                                                         ---------            ---------
    Total current assets                                   459,007              483,209
Property, plant and equipment, at cost less
  depreciation and amortization                            211,245              216,900
Goodwill                                                    96,350               96,098
Intangible and other assets                                 56,445               55,220
                                                         ---------            ---------
                                                         $ 823,047            $ 851,427
                                                         =========            =========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------

Current Liabilities:
 Notes payable and current portion of long-term debt     $   8,346            $  16,625
 Accounts payable                                           82,614               91,970
 Accrued liabilities                                        70,676               78,849
 Income taxes                                               23,021               22,599
                                                         ---------            ---------
   Total current liabilities                               184,657              210,043
Long-term debt:
 Convertible subordinated notes                            130,000              130,000
 Other                                                      70,798               66,540
Other liabilities and deferred credits                      81,834               82,890
Shareholders' equity                                       355,758              361,954
                                                         ---------            ---------
                                                         $ 823,047            $ 851,427
                                                         =========            =========








                      GRIFFON CORPORATION AND SUBSIDIARIES
                      ------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


           PRELIMINARY

                                                                                     For the three Months Ended
                                                                                             December 31,
                                                                                     --------------------------
                                                                                      2005               2004
                                                                                     ------             ------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                          $ 6,776             $ 9,192
 Adjustments to reconcile net income to net cash provided by                        -------             -------
  operating activities:
  Depreciation and amortization                                                       8,006               7,499
  Minority interest                                                                       -               1,868
  Provision for losses on accounts receivable                                           374                 347
  Change in assets and liabilities:
   Decrease in accounts receivable and contract costs and recognized
    income not yet billed                                                            11,473              25,736
   Increase  in inventories                                                          (3,814)             (1,905)
   Increase in prepaid expenses and other assets                                       (682)             (2,063)
   Decrease in accounts payable, accrued liabilities and income taxes               (19,181)            (31,930)
   Other changes, net                                                                 1,776                 351
                                                                                    -------             -------
 Total adjustments                                                                   (2,048)                (97)
                                                                                    -------             -------
    Net cash provided by operating activities                                         4,728               9,095
                                                                                    -------             -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment                                         (4,690)            (16,926)
Acquisition of minority interest in subsidiary                                       (1,304)             (3,883)
(Increase) decrease in lease deposits                                                    (8)              3,924
                                                                                    -------             -------
    Net cash used in investing activities                                            (6,002)            (16,885)
                                                                                    -------             -------


CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury                                                     (10,262)             (7,067)
Proceeds from borrowings under long-term debt arrangements                           60,000               7,778
Payments of long-term debt                                                          (62,699)             (3,187)
Payment of debt issuance costs                                                         (607)                  -
Decrease in short-term borrowings                                                    (1,181)               (118)
Distributions to minority interest                                                     (354)               (560)
Exercise of stock options                                                                66               2,514
Tax benefit from exercise of stock options                                            1,679                   -
                                                                                    -------             -------
     Net cash used in financing activities                                          (13,358)               (640)
                                                                                    -------             -------
Effect of exchange rate changes on cash and cash equivalents                            (71)                781
                                                                                    -------             -------
NET DECREASE  IN CASH AND CASH EQUIVALENTS                                          (14,703)             (7,649)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     60,663              88,047
                                                                                    -------             -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $45,960             $80,398
                                                                                    =======             =======