GRIFFON CORPORATION ANNOUNCES OPERATING RESULTS
                 -----------------------------------------------

                      FOR THE THIRD QUARTER OF FISCAL 2006
                      ------------------------------------

     Jericho,  New York, August 3, 2006 - Griffon  Corporation  (NYSE:GFF) today
reported  operating  results for the third quarter of fiscal 2006. Net sales for
the quarter ended June 30, 2006 increased to $429,071,000  up from  $350,904,000
for the third quarter of fiscal 2005. Income before income taxes was $26,943,000
compared to  $19,931,000  last year.  Net income was  $19,363,000 in the current
quarter  compared to $12,854,000  last year.  Diluted earnings per share for the
quarter was $.61  compared to $.41 in last year's  third  quarter.  The improved
results  for  the  quarter  were  primarily   attributable   to  the  electronic
information and communication systems segment, Telephonics.

     Telephonics  reflected  significantly  higher sales and profits principally
due to the contract  with Syracuse  Research  Corporation.  Telephonics  has now
received contracts in excess of $195,000,000.  Approximately 70% of these awards
are expected to be completed by September  30, 2006 and the  fulfillment  of the
total  award will be complete by the second  quarter of fiscal  2007.  Specialty
plastic  films'  results  were  impacted by changes in the cost of resin;  costs
associated  with  bringing  on new  business;  and the  cost of  relocating  our
business  to our new  facility  in Brazil.  Garage  door  segment  results  were
generally  consistent  with  the  prior  year.  For  the  quarter,  the  segment
experienced a more





favorable product mix, somewhat offset by higher  distribution and freight costs
and advertising and marketing costs.

     Net sales  for the nine  months  ended  June 30,  2006 were  $1,153,746,000
compared  to  $1,013,551,000  for the first nine months of fiscal  2005.  Income
before income taxes for the nine months was $49,204,000  compared to $43,587,000
last year. Net income was $33,347,000 compared to $26,190,000 for the first nine
months  of 2005.  Diluted  earnings  per  share  for the nine  months  was $1.06
compared to $.84 last year.

     Cash flow from  operations  was $10.8 million for the quarter,  of which $9
million was used to fund  capital  expenditures.  Also,  during the quarter $1.6
million was used to acquire  approximately 63,000 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
or under a Rule 10b5-1 trading 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,  results of integrating  acquired
businesses into existing  operations,  competitive factors and pricing pressures
for resin and steel and 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 AND SUBSIDIARIES
                      ------------------------------------
                              OPERATING HIGHLIGHTS
                                  (Unaudited)
                                 (IN THOUSANDS)

PRELIMINARY


                                                     For the Three Months Ended      For the Nine Months Ended
                                                              June 30,                        June 30,
                                                     ---------------------------     --------------------------
                                                        2006           2005             2006             2005
                                                     ----------     ---------        ----------      ----------
                                                                                         
 Net sales:
   Garage Doors                                       $ 139,297     $ 137,440        $  403,711      $  383,321
   Installation Services                                 86,454        77,090           250,229         215,887
   Specialty Plastic Films                               97,246        90,607           279,288         276,472
   Electronic Information and Communication Systems     111,404        51,004           235,702         153,759
   Intersegment eliminations                             (5,330)       (5,237)          (15,184)        (15,888)
                                                      ---------     ---------        ----------      ----------
                                                      $ 429,071     $ 350,904        $1,153,746      $1,013,551
                                                      =========     =========        ==========      ==========
 Operating income:
   Garage Doors                                       $  10,324     $  10,686        $   27,531      $   22,084
   Installation Services                                  2,203         2,583             6,217           5,159
   Specialty Plastic Films                                8,137         6,040            15,411          20,858
   Electronic Information and Communication Systems      12,670         2,830            20,388           8,751
                                                      ---------     ---------        ----------      ----------
     Segment operating income                            33,334        22,139            69,547          56,852
 Unallocated amounts                                     (4,242)       (4,721)          (13,959)        (12,768)
 Interest and other, net                                 (2,149)        2,513            (6,384)           (497)
                                                      ---------     ---------        ----------      ----------
   Income before income taxes                         $  26,943     $  19,931        $   49,204      $   43,587
                                                      =========     =========        ==========      ==========










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


PRELIMINARY


                                                             FOR THE THREE MONTHS ENDED
                                                                      JUNE 30,
                                                        ----------------------------------
                                                            2006                   2005
                                                        -----------            -----------

                                                                         
 Net sales                                              $   429,071            $   350,904
 Cost of sales                                              320,793                259,312
                                                        -----------            -----------
    Gross profit                                            108,278                 91,592

 Selling, general and administrative expenses                80,341                 73,586
                                                        -----------            -----------
    Income from operations                                   27,937                 18,006
                                                        -----------            -----------
 Other income (expense):
    Interest expense                                         (2,572)                (1,603)
    Interest income                                             423                    372
    Other, net                                                1,155                  3,156(1)
                                                        -----------            -----------
                                                               (994)                 1,925
                                                        -----------            -----------
    Income  before income taxes                              26,943                 19,931
                                                        -----------            -----------
 Provision for income taxes (2):
    Federal                                                   6,698                  2,367
    State and foreign                                           882                  3,288
                                                        -----------            -----------
                                                              7,580                  5,655
                                                        -----------            -----------
    Income before minority interest                          19,363                 14,276
 Minority interest                                                -                 (1,422)
                                                        -----------            -----------
    Net income                                          $    19,363           $     12,854
                                                        ===========           ============
 Basic earnings per share of common stock                     $ .65                  $ .43
                                                        ===========           ============
 Diluted earnings per share of common stock                   $ .61                  $ .41
                                                        ===========           ============
 Weighted average number of shares outstanding:
      Basic                                              29,896,000             30,241,000
                                                        ===========           ============
      Diluted                                            31,718,000             31,410,000
                                                        ===========           ============



  (1) Includes gain of $3.7 million on sale of land and building.

  (2) Includes a reduced provision as a result of
      the resolution of various income tax matters.








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


PRELIMINARY


                                                       FOR THE NINE MONTHS ENDED
                                                                JUNE 30,
                                                   ----------------------------
                                                      2006              2005
                                                   -----------      -----------
                                                              
 Net sales                                         $ 1,153,746      $ 1,013,551
 Cost of sales                                         866,046          756,347
                                                   -----------      -----------
    Gross profit                                       287,700          257,204

 Selling, general and administrative expenses          234,275          213,761
                                                   -----------      -----------
    Income from operations                              53,425           43,443
                                                   -----------      -----------
 Other income (expense):
    Interest expense                                    (7,715)          (5,768)
    Interest income                                      1,331            1,527
    Other, net                                           2,163            4,385(1)
                                                   -----------      -----------
                                                        (4,221)             144
                                                   -----------      -----------
    Income before income taxes                          49,204           43,587
                                                   -----------      -----------

 Provision for income taxes (2):
    Federal                                             11,127            5,384
    State and foreign                                    4,730            7,598
                                                   -----------      -----------
                                                        15,857           12,982
                                                   -----------      -----------
    Income before minority interest                     33,347           30,605

 Minority interest                                           -           (4,415)
                                                   -----------      -----------
    Net income                                     $    33,347      $    26,190
                                                   ===========      ===========

 Basic earnings per share of common stock          $      1.11      $       .88
                                                   ===========      ===========
 Diluted earnings per share of common stock        $      1.06      $       .84
                                                   ===========      ===========

 Weighted average number of shares outstanding:
      Basic                                         29,992,000       29,625,000
                                                   ===========      ===========
      Diluted                                       31,441,000       31,251,000
                                                   ===========      ===========



  (1) Includes gain of $3.7 million on sale of land and building.

  (2) Includes a reduced provision as a result of
      the resolution of various income tax matters.






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


PRELIMINARY                                               JUNE 30,       SEPTEMBER 30,
                                                            2006             2005
                                                         ----------     -------------
ASSETS
- ------

                                                                     
Current Assets:
 Cash and cash equivalents                               $   32,101     $     60,663
 Accounts receivable, net                                   204,249          189,904
 Contract costs and recognized income not yet billed         54,503           43,065
 Inventories                                                174,560          148,350
 Prepaid expenses and other current assets                   45,609           41,227
                                                         ----------     ------------
  Total current assets                                      511,022          483,209

Property, plant and equipment, at cost less
 depreciation and amortization                              221,805          216,900
Goodwill                                                     99,950           96,098
Intangible and other assets                                  58,059           55,220
                                                         ----------     ------------
                                                         $  890,836     $    851,427
                                                         ==========     ============

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

Current Liabilities:
  Notes payable and current portion of long-term debt    $    8,324     $     16,625
  Accounts payable                                          111,695           91,970
  Accrued liabilities                                        76,616           78,849
  Income taxes                                               19,534           22,599
                                                         ----------     ------------
    Total current liabilities                               216,169          210,043
Long-term debt:
  Convertible subordinated notes                            130,000          130,000
  Other                                                      69,441           66,540
Other liabilities and deferred credits                       82,579           82,890
Shareholders' equity                                        392,647          361,954
                                                         ----------     ------------
                                                         $  890,836     $    851,427
                                                         ==========     ============









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


PRELIMINARY


                                                                                For the Nine Months Ended
                                                                                          June 30,
                                                                                -------------------------
                                                                                  2006             2005
                                                                                --------         --------

                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                     $ 33,347         $ 26,190
                                                                                --------         --------
    Adjustments to reconcile net income to net cash provided by
      operating activities:
      Depreciation and amortization                                               25,778           23,789
      Gain on sale of land and building                                                -           (3,744)
      Minority interest                                                                -            4,415
      Provision for losses on accounts receivable                                  1,435              804
      Change in assets and liabilities:
        Increase  in accounts receivable and contract
          costs and recognized income not yet billed                             (25,981)          (1,984)
        Increase in inventories                                                  (24,771)          (1,545)
        (Increase) decrease in prepaid expenses and other assets                     (19)             482
        Increase (decrease) in accounts payable, accrued liabilities
          and income taxes                                                         8,394           (7,639)
        Other changes, net                                                         1,122            5,361
                                                                                --------         --------
    Total adjustments                                                            (14,042)          19,939
                                                                                --------         --------
         Net cash provided by operating activities                                19,305           46,129
                                                                                --------         --------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property, plant and equipment                                    (22,408)         (31,994)
 Proceeds from sale of land and building                                               -            6,931
 Acquisition of minority interest in subsidiary                                   (1,304)          (3,883)
 Acquired businesses                                                                   -           (9,577)
 (Increase) decrease in equipment lease deposits                                  (5,353)           3,293
                                                                                --------         --------
         Net cash used in investing activities                                   (29,065)         (35,230)
                                                                                --------         --------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Purchase of shares for treasury                                                 (17,218)         (14,552)
 Proceeds from borrowings under long-term debt arrangements                       63,000            7,778
 Payments of long-term debt                                                      (68,455)         (20,853)
 Increase (decrease) in short-term borrowings                                       (446)             276
 Distributions to minority interests                                                (354)          (1,362)
 Exercise of stock options                                                         2,060           18,928
 Tax benefit from exercise of stock options                                        2,386                -
 Other, net                                                                         (363)               -
                                                                                --------         --------
         Net cash used in financing activities                                   (19,390)          (9,785)
                                                                                --------         --------

 Effect of exchange rate changes on cash and cash equivalents                        588             (680)
                                                                                --------         --------

 NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (28,562)             434
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 60,663           88,047
                                                                                --------         --------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $ 32,101         $ 88,481
                                                                                ========         ========