EXHIBIT 16.1


PRICEWATERHOUSECOOPERS

                                                      PricewaterhouseCoopers LLP
                                                      300 Madison Avenue
                                                      New York NY 10017
                                                      Telephone (646) 471-3000
                                                      www.pwc.com

  March 15, 2006

  Securities and Exchange Commission
  100 F Street, N.E.
  Washington, DC 20549

  Commissioners:

  We have read the statements made by Griffon Corporation (copy attached), which
  we  understand  will be filed with the  Securities  and  Exchange  Commission,
  pursuant to  Item 4.01 of  Form  8-K,  as  part  of the  Form  8-K of  Griffon
  Corporation  dated March 10, 2006. We agree with the statements concerning our
  Firm in such Form 8-K.

  Very truly yours,

  /s/PricewaterhouseCoopers LLP