Registration No. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                              -------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -------------------
                               GRIFFON CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                    11-1893410
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

100 Jericho Quadrangle, Jericho,  New York                 11753
 (Address of principal executive offices)                (Zip Code)

                             1998 STOCK OPTION PLAN
                  SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
             1998 EMPLOYEE & DIRECTOR STOCK OPTION PLAN, AS AMENDED
                            (Full title of the plans)

                           Robert Balemian, President
                               Griffon Corporation
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                     (Name and address of agent for service)

                                 (516) 938-5544
          (Telephone number, including area code, of agent for service)
                            -----------------------
                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                             ---------------------- 
                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- Title of Each Proposed Maximum Proposed Maximum Class of Securities Amount to be Offering Aggregate Amount of to be Registered Registered (1) Price Per Share(2) Offering Price(2) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, 1,000,000 shs.(3) $10.28 $10,280,000 $3,033 par value $.25 per share together with the associated Preferred Share Purchase Rights Common Stock, 500,000 shs.(4) $10.28 $5,140,000 $1,517 par value $.25 per share together with the associated Preferred Share Purchase Rights Common Stock, 1,350,000 shs(5) $10.28 $13,878,000 $4,094 par value $.25 per share together with the associated Preferred Share Purchase Rights - -------------------------------------------------------------------------------- (1) The Registration Statement also covers an indeterminate number of additional shares of Common Stock which may become issuable pursuant to anti-dilution and adjustment provisions of the plans. (2) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Company's Common Stock reported on the consolidated reporting system on August 20, 1998, pursuant to Rule 457. (3) Represents shares of Common Stock issuable under the Griffon Corporation 1998 Stock Option Plan. (4) Represents shares of Common Stock issuable under the Griffon Corporation Senior Management Incentive Compensation Plan. (5) Represents shares of Common Stock issuable under the Griffon Corporation 1998 Employee & Director Stock Option Plan, as amended. ================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents have been filed by the Company with the Commission (File No. 1-6620) pursuant to the Exchange Act, are incorporated by reference in this Registration Statement and shall be deemed to be a part hereof: (1) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997; (2) The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998; (3) The Company's Proxy Statement dated December 19, 1997 for its 1998 annual meeting of stockholders. (4) The Registration Statement on Form 8-A dated January 19, 1993 with respect to the Company's Common Stock (File No. 1-6620), including any amendment or report filed for the purpose of updating the description of the Common Stock contained therein. (5) The Registration Statement on Form 8-A dated May 16, 1996 with respect to the Company's Preferred Share Purchase Rights. All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the termination of this offering of Common Stock shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Company will provide without charge to each person to whom a copy of this Registration Statement is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference (except for exhibits thereto unless specifically incorporated by reference therein). Requests for such copies should be directed to the Secretary, Griffon Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516) 938-5544. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar & Lieberman, P.C. ("BKW&L") is Chairman of the Board and Chief Executive Officer of the Registrant. As of August 18, 1998, Mr. Blau owns 418,657 shares of Common Stock, and 2,465,000 options to purchase Common Stock granted to Mr. Blau pursuant to the Registrant's various stock option plans. Edward I. Kramer, also a member of BKW&L, is Vice President, Administration and Secretary for the Registrant. As of August 18, 1998, Mr. Kramer owns 40,500 shares of Common Stock, and 50,000 options to purchase Common Stock granted to Mr. Kramer pursuant to the Registrant's various stock option plans. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Under provisions of the Certificate of Incorporation and the By-Laws of the Company, each person who is or was a director or officer of the Company may be indemnified by the Company to the full extent permitted or authorized by the General Corporation Law of the State of Delaware. Under such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against him by reason of the fact that he is a director or officer of the Company, he shall be indemnified against expenses (including attorneys' fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or if a criminal suit is settled, such a person may be indemnified under such law against both (1) expenses (including attorneys' fees) and (2) judgements, fines and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the Company, or if such suit is settled, such a person may be indemnified under such law only against expenses (including attorneys' fees) incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company except that if such a person is adjudged to be liable in such suit for negligence or misconduct in the performance of his duty to the Company, he cannot be made whole even for expenses unless the court determines that he is fairly and reasonably entitled to indemnity for such expenses. The Company and its officers and directors are covered by officers and directors liability insurance. The policy coverage is $30,000,000, which includes reimbursement for costs and fees. There is a maximum deductible under the policy of $100,000 for each claim. The Company has entered into Indemnification Agreements with its officers and directors. The Agreements provide for reimbursement for all direct and indirect costs of any type or nature whatsoever (including attorneys' fees and related disbursements) actually and reasonably incurred in connection with either the investigation, defense or appeal of a Proceeding, as defined, including amounts paid in settlement by or on behalf of an Indemnitee. Item 7. Exemption from registration claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- 4.1 1998 Stock Option Plan. 4.2 Senior Management Incentive Compensation Plan. 4.3 1998 Employee & Director Stock Option Plan, as amended. 5 Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C. 23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their opinion filed as Exhibit 5. 23.2 Consent of Arthur Andersen LLP. 24 Powers of Attorney - included in signature page hereof. Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jericho, New York on the 26th day of August, 1998. GRIFFON CORPORATION By: /S/ Harvey R. Blau ------------------------------ Harvey R. Blau Chairman of the Board (Principal Executive Officer) POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on the 26th day of August, 1998 by the following persons in the capacities indicated. Each person whose signature appears below constitutes and appoints Harvey R. Blau and Robert Balemian, and each of them acting individually, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and on our behalf in our capacities indicated below which they or either of them may deem necessary or advisable to enable Griffon Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities stated below, any and all amendments (including post-effective amendments) thereto, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Signature Title --------- ----- /S/ Harvey R. Blau - ---------------------- Chairman of the Board Harvey R. Blau (Principal Executive Officer) /S/ Robert Balemian - ----------------------- President and Director Robert Balemian (Principal Financial Officer) /S/ Patrick Alesia - ---------------------- Vice President and Treasurer Patrick Alesia (Principal Accounting Officer) /S/ Henry A. Alpert - ----------------------- Director Henry A. Alpert /S/ Bertrand M. Bell - ------------------------ Director Bertrand M. Bell /S/ Robert Bradley - ------------------------ Director Robert Bradley /S/ Abraham M. Buchman - -------------------------- Director Abraham M. Buchman /S/ Clarence A. Hill, Jr. - ----------------------------- Director Clarence A. Hill, Jr. /S/ Ronald J. Kramer - ------------------------ Director Ronald J. Kramer /S/ James W. Stansberry - --------------------------- Director James W. Stansberry /S/ Martin S. Sussman - ------------------------- Director Martin S. Sussman /S/ William H. Waldorf - -------------------------- Director William H. Waldorf /S/ Lester L. Wolff - ----------------------- Director Lester L. Wolff

                                                                     EXHIBIT 4.1
                               Griffon Corporation
                             1998 Stock Option Plan
                             ---------------------- 

SECTION 1.  GENERAL PROVISIONS
            ------------------
1.1  Name and General Purpose
     ------------------------     
    The name of this plan is the  Griffon  Corporation  1998 Stock  Option  Plan
(hereinafter  called the "Plan").  The purpose of the Plan is to enable  Griffon
Corporation  (the "Company") and its  subsidiaries  and affiliates to foster and
promote the  interests of the Company by attracting  and retaining  officers and
employees  of the  Company  who  contribute  to the  Company's  success by their
ability,  ingenuity and  industry,  to enable such officers and employees of the
Company to  participate  in the  long-term  success and growth of the Company by
giving them a  proprietary  interest  in the  Company  and to provide  incentive
compensation opportunities competitive with those of competing corporations.

1.2  Definitions
     -----------     
          a.   "Affiliate"  means any  person or entity  controlled  by or under
               common  control with the Company,  by virtue of the  ownership of
               voting securities, by contract or otherwise.

          b.   "Board" means the Board of Directors of the Company.

          c.   "Change in Control" means a change of control of the Company,  or
               in any person  directly or  indirectly  controlling  the Company,
               which shall mean:

               (a) a change in  control  as such term is  presently  defined  in
               Regulation 240.12b-(2) under the Securities Exchange Act of 1934,
               as amended (the "Exchange Act"); or

               (b) if any  "person"  (as such term is used in Section  13(d) and
               14(d) of the Exchange Act) other than the Company or any "person"
               who on the date of this Agreement is a director or officer of the
               Company,  becomes  the  "beneficial  owner"  (as  defined in Rule
               13(d)-3  under the  Exchange  Act)  directly  or  indirectly,  of
               securities of the Company  representing  twenty  percent (20%) or
               more  of the  voting  power  of the  Company's  then  outstanding
               securities; or

               (c) if during any period of two (2) consecutive  years during the
               term of  this  Plan,  individuals  who at the  beginning  of such
               period constitute the Board of Directors, cease for any reason to
               constitute at least a majority thereof.

          d. "Code" means the Internal Revenue Code of 1986, as amended.

          e.   "Committee" means the Committee referred to in Section 1.3 of the
               Plan.

          f.   "Common  Stock" means shares of the Common Stock,  par value $.25
               per share, of the Company.

          g.   "Company"  means Griffon  Corporation,  a  corporation  organized
               under  the  laws of the  State  of  Delaware  (or  any  successor
               corporation).

          h.   "Fair Market Value" means the market price of the Common Stock on
               the New York Stock Exchange consolidated  reporting system on the
               date of the grant or on any other date on which the Common  Stock
               is to be valued hereunder. If no sale shall have been reported on
               the New York Stock Exchange consolidated reporting system on such
               date,  Fair Market Value shall be  determined by the Committee in
               accordance with the Treasury Regulations  applicable to incentive
               stock options under Section 422 of the Code.

          i    "Incentive  Stock  Option"  means an  Incentive  Stock  Option as
               described in Section 2.1 of the Plan.

          j.   "Non-Employee  Director" shall have the meaning set forth in Rule
               16b-3  promulgated  by the  Securities  and  Exchange  Commission
               ("Commission");  provided,  that such  person is also an "outside
               director"  as set  forth in  Section  162(m)  of the Code and the
               regulations promulgated thereunder.

          k.   "Non-Qualified  Stock Option" means a Non-Qualified  Stock Option
               as described in Section 2.1 of the Plan.

          l.   "Option" means any option to purchase  Common Stock under Section
               2 of the Plan.

          m.   "Participant"  means any officer or employee  of the  Company,  a
               Subsidiary  or an Affiliate  who is selected by the  Committee to
               participate in the Plan.

          n.   "Subsidiary" means any corporation in which the Company possesses
               directly or indirectly  50% or more of the combined  voting power
               of all classes of stock of such corporation.

          o.   "Total  Disability"  means  accidental  bodily injury or sickness
               which  wholly  and   continuously   disabled  an  optionee.   The
               Committee,   whose  decisions  shall  be  final,   shall  make  a
               determination of Total Disability.

1.3  Administration of the Plan
     --------------------------
     The Plan shall be  administered  by the  Committee  appointed  by the Board
consisting of two or more members of the Board all of whom shall be Non-Employee
Directors. The Committee shall serve at the pleasure of the Board and shall have
such powers as the Board may, from time to time, confer upon it.

     Subject to this  Section 1.3,  the  Committee  shall have sole and complete
authority to adopt, alter, amend or revoke such administrative rules, guidelines
and  practices  governing  the  operation of the Plan as it shall,  from time to
time, deem advisable, and to interpret the terms and provisions of the Plan.

     The Committee  shall keep minutes of its meetings and of action taken by it
without a meeting.  A majority of the Committee shall  constitute a quorum,  and
the acts of a majority of the  members  present at any meeting at which a quorum
is present,  or acts  approved in writing by all of the members of the Committee
without a meeting, shall constitute the acts of the Committee.

1.4  Eligibility
     -----------
     Stock  options may be granted  only to officers or employees of the Company
or a Subsidiary  or  Affiliate.  Subject to Section 2.3, any person who has been
granted any Option may, if he is otherwise  eligible,  be granted an  additional
Option or Options.

1.5  Shares
     ------
     The aggregate  number of shares reserved for issuance  pursuant to the Plan
shall be 1,000,000  shares of Common Stock,  or the number and kind of shares of
stock or other securities which shall be substituted for such shares or to which
such shares shall be adjusted as provided in Section 1.6. No  individual  may be
granted  options to purchase more than an aggregate of 650,000  shares of Common
Stock pursuant to the Plan.

     Such number of shares may be set aside out of the  authorized  but unissued
shares of Common Stock or out of issued shares of Common Stock  acquired for and
held in the Treasury of the Company, not reserved for any other purpose.  Shares
subject to, but not sold or issued under, any Option terminating or expiring for
any reason  prior to its  exercise in full will again be  available  for Options
thereafter granted during the balance of the term of the Plan.

1.6  Adjustments Due to Stock Splits,  Mergers, Consolidation, Etc.
     -------------------------------------------------------------
     If, at any time,  the  Company  shall  take any  action,  whether  by stock
dividend,  stock split,  combination of shares or otherwise,  which results in a
proportionate  increase  or  decrease  in the  number of shares of Common  Stock
theretofore issued and outstanding,  the number of shares which are reserved for
issuance  under the Plan and the  number  of shares  which,  at such  time,  are
subject to Options shall, to the extent deemed appropriate by the Committee,  be
increased or  decreased  in the same  proportion,  provided,  however,  that the
Company shall not be obligated to issue fractional shares.

     Likewise,  in the event of any change in the  outstanding  shares of Common
Stock by reason of any recapitalization, merger, consolidation,  reorganization,
combination or exchange of shares or other corporate change, the Committee shall
make such substitution or adjustments, if any, as it deems to be appropriate, as
to the number or kind of shares of Common  Stock or other  securities  which are
reserved  for  issuance  under  the  Plan  and the  number  of  shares  or other
securities which, at such time are subject to Options.

     In the  event  of a  Change  in  Control,  at the  option  of the  Board or
Committee,  (a) all  options  outstanding  on the date of such Change in Control
shall, for a period of sixty (60) days following such Change in Control,  become
immediately  and fully  exercisable,  and (b) an optionee  will be  permitted to
surrender for  cancellation  within sixty (60) days after such Change in Control
any option or portion of an option  which was  granted  more than six (6) months
prior to the date of such  surrender,  to the extent not yet  exercised,  and to
receive a cash  payment in an amount  equal to the  excess,  if any, of the Fair
Market Value (on the date of surrender) of the shares of Common Stock subject to
the option or portion thereof surrendered, over the aggregate purchase price for
such Shares under the option.

1.7  Non-Alienation of Benefits
     --------------------------
     Except as herein  specifically  provided,  no right or unpaid benefit under
the Plan shall be subject to  alienation,  assignment,  pledge or charge and any
attempt to  alienate,  assign,  pledge or charge the same shall be void.  If any
Participant  or other person  entitled to benefits  hereunder  should attempt to
alienate,  assign,  pledge or charge any benefit  hereunder,  then such  benefit
shall, in the discretion of the Committee, cease.

1.8  Withholding or Deduction for Taxes
     ----------------------------------
     If, at any time,  the Company or any  Subsidiary  or Affiliate is required,
under applicable laws and regulations, to withhold, or to make any deduction for
any taxes, or take any other action in connection with any Option exercise,  the
Participant  shall be  required  to pay to the  Company  or such  Subsidiary  or
Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof,
at the option of the Company,  the Company or such  Subsidiary  or Affiliate may
accept a  sufficient  number  of shares  of  Common  Stock to cover  the  amount
required to be withheld.

1.9  Administrative Expenses
     -----------------------
     The entire expense of administering the Plan shall be borne by the Company.

1.10 General Conditions
     ------------------
     a.   The Board or the Committee may, from time to time,  amend,  suspend or
          terminate  any or all of the  provisions of the Plan,  provided  that,
          without the Participant's  approval, no change may be made which would
          prevent  an  Incentive  Stock  Option  granted  under  the  Plan  from
          qualifying as an Incentive  Stock Option under Section 422 of the Code
          or result in a  "modification"  of the  Incentive  Stock  Option under
          Section  424(h) of the Code or  otherwise  alter or  impair  any right
          theretofore  granted to any  Participant;  and further  provided that,
          without the  consent and  approval of the holders of a majority of the
          outstanding shares of Common Stock of the Company present at a meeting
          at which a quorum exists, neither the Board nor the Committee may make
          any  amendment  which (i)  changes the class of persons  eligible  for
          options;  (ii) increases  (except as provided under Section 1.6 above)
          the total number of shares or other  securities  reserved for issuance
          under the Plan;  (iii)  decreases the minimum  option prices stated in
          Section  2.2 hereof  (other  than to change the manner of  determining
          Fair Market Value to conform to any then  applicable  provision of the
          Code or any regulation  thereunder);  (iv) extends the expiration date
          of the  Plan,  or the limit on the  maximum  term of  Options;  or (v)
          withdraws the  administration of the Plan from a committee  consisting
          of two or more members, each of whom is a non-employee director.

     b.  With the consent of the Participant affected thereby, the Committee may
         amend or modify any outstanding  Option in any manner not  inconsistent
         with  the  terms  of  the  Plan,  including,  without  limitation,  and
         irrespective  of the provisions of Sections 2.3(c) and 2.4(b) below, to
         accelerate  the date or dates as of which an  installment  of an Option
         becomes exercisable.

     c.  Nothing  contained  in the  Plan  shall  prohibit  the  Company  or any
         Subsidiary or Affiliate from  establishing  other additional  incentive
         compensation   arrangements  for  employees  of  the  Company  or  such
         Subsidiary or Affiliate.

     d.  Nothing in the Plan shall be deemed to limit,  in any way, the right of
         the Company or any Subsidiary or Affiliate to terminate a Participant's
         employment  with the Company (or such  Subsidiary  or Affiliate) at any
         time.

     e.  Any decision or action taken by the Board or the Committee  arising out
         of  or   in   connection   with   the   construction,   administration,
         interpretation  and effect of the Plan shall be conclusive  and binding
         upon all  Participants  and any person  claiming  under or through  any
         Participant.

     f.  No member of the Board or of the Committee  shall be liable for any act
         or action, whether of commission or omission, (i) by such member except
         in  circumstances  involving  actual bad  faith,  nor (ii) by any other
         member or by any officer, agent or employee.

1.11  Compliance with Applicable Law
      ------------------------------
     Notwithstanding  any other  provision of the Plan, the Company shall not be
obligated to issue any shares of Common Stock,  or grant any Option with respect
thereto,  unless it is advised by  counsel  of its  selection  that it may do so
without  violation of the  applicable  Federal and State laws  pertaining to the
issuance of  securities  and the Company  may require any stock  certificate  so
issued to bear a legend, may give its transfer agent  instructions  limiting the
transfer  thereof,  and may  take  such  other  steps,  as in its  judgment  are
reasonably required to prevent any such violation.

1.12  Effective Dates
      ---------------
     The Plan was adopted by the Board on November 5, 1997,  and approved by the
stockholders  of the Company on February 5, 1998.  The Plan shall  terminate  on
November 4, 2007.


Section 2.  OPTION GRANTS
            -------------
2.1  Authority of Committee
     ----------------------
     Subject to the  provisions of the Plan,  the Committee  shall have the sole
and complete  authority to determine (i) the  Participants to whom Options shall
be granted;  (ii) the number of shares to be covered by each  Option;  and (iii)
the  conditions  and  limitations,  if any,  in  addition  to those set forth in
Sections 2 and 3 hereof,  applicable  to the  exercise  of an Option,  including
without limitation,  the nature and duration of the restrictions,  if any, to be
imposed upon the sale or other  disposition of shares  acquired upon exercise of
an Option.

     Stock  options  granted  under the Plan may be of two types:  an  incentive
stock  option  ("Incentive  Stock  Option");  and a  non-qualified  stock option
("Non-Qualified Stock Option").

     It is intended that the Incentive  Stock Options  granted  hereunder  shall
constitute incentive stock options within the meaning of Section 422 of the Code
and shall be subject to the tax treatment described in Section 422 of the Code.

     Anything in the Plan to the contrary  notwithstanding,  no provision of the
Plan  relating to  Incentive  Stock  Options  shall be  interpreted,  amended or
altered,  nor shall any  discretion  or authority  granted  under the Plan be so
exercised,  so as to disqualify  either the Plan or,  without the consent of the
optionee, any Incentive Stock Option under Section 422 of the Code.

     The Committee shall have the authority to grant Incentive Stock Options, or
to grant  Non-Qualified Stock Options, or to grant both types of Options. To the
extent that any Option does not qualify as an Incentive  Stock Option,  in whole
or in part,  it shall  constitute a separate  Non-Qualified  Stock Option to the
extent of such disqualification.

2.2  Option Exercise Price
     ---------------------
     The price of stock purchased upon the exercise of Options granted  pursuant
to the Plan shall be the Fair Market  Value  thereof at the time that the Option
is granted.

     If an employee owns or is deemed to own (by reason of the attribution rules
applicable  under  Section  424(d)  of the Code)  more than 10% of the  combined
voting  power  of  all  classes  of  the  stock  of the  Company  or any  parent
corporation  of the Company or Subsidiary and an Option granted to such employee
is  intended  to qualify as an  Incentive  Stock  Option  within the  meaning of
Section 422 of the Code,  the  exercise  price shall be no less than 110% of the
Fair Market  Value of the Common  Stock on the date the Option is  granted.  The
purchase price is to be paid in full in cash,  certified or bank cashier's check
or, at the option of the  Company,  Common Stock valued at its Fair Market Value
on the date of exercise,  or a combination thereof, when the Option is exercised
and stock certificates will be delivered only against such payment.

2.3  Incentive Stock Option Grants
     -----------------------------
     Each Incentive Stock Option will be subject to the following provisions:

     a.  Term of Option
         --------------
         An Incentive Stock Option will be for a term of not more than ten years
         from the date of grant,  except in the case of an employee described in
         the second  paragraph  of Section 2.2 above in which case an  Incentive
         Stock  Option  will be for a term of not more than five  years from the
         date of the grant.

     b.  Annual Limit
         ------------
         To the extent  the  aggregate  Fair  Market  Value of the Common  Stock
         (determined  as of the date of grant) with respect to which any options
         granted  hereunder  are intended to be  designated  as Incentive  Stock
         Options under the Plan (or any other incentive stock option plan of the
         Company or any Subsidiary)  which may be exercisable for the first time
         by the optionee in any calendar  year  exceeds  $100,000,  such options
         shall not be considered incentive stock options.

     c.  Exercise
         -------- 
         Subject to the power of the Committee  under Section  1.10(b) above and
         except in the manner described below upon the death of the optionee, an
         Incentive  Stock  Option  may be  exercised  only  in  installments  as
         follows:  up to one-half  of the subject  shares on and after the first
         anniversary  of the date of grant,  up to all of the subject  shares on
         and after the second such  anniversary of the date of the grant of such
         Option  but in no event  later than the  expiration  of the term of the
         Option.

         An Incentive  Stock Option shall be  exercisable  during the optionee's
         lifetime  only by the  optionee  and  shall not be  exercisable  by the
         optionee  unless,  at all times since the date of grant and at the time
         of exercise,  such  optionee is an employee of the Company,  any parent
         corporation  of  the  Company  or any  Subsidiary,  except  that,  upon
         termination of all employment  (other than by death,  Total Disability,
         or by Total Disability followed by death in the circumstances  provided
         below) with the Company,  any parent corporation of the Company and any
         Subsidiary or Affiliate,  the optionee may exercise an Incentive  Stock
         Option  at any time  within  three  months  thereafter  but only to the
         extent such Option is exercisable on the date of such termination.

         Upon  termination of all employment by Total  Disability,  the Optionee
         may exercise such options at any time within one year  thereafter,  but
         only to the  extent  such  option  is  exercisable  on the date of such
         termination.

         In the event of the death of an  optionee  (i) while an employee of the
         Company,  any parent  corporation  of the Company or any  Subsidiary or
         Affiliate,  or  (ii)  within  three  months  after  termination  of all
         employment with the Company,  any parent corporation of the Company and
         any Subsidiary or Affiliate (other than for Total  Disability) or (iii)
         within one year after termination on account of Total Disability of all
         employment with the Company,  any parent corporation of the Company and
         any Subsidiary or Affiliate,  such optionee's  estate or any person who
         acquires the right to exercise such option by bequest or inheritance or
         by reason of the death of the  optionee may  exercise  such  optionee's
         Option at any time  within the  period of three  years from the date of
         death. In the case of clauses (i) and (iii) above, such Option shall be
         exercisable in full for all the remaining shares covered  thereby,  but
         in the case of clause (ii) such Option shall be exercisable only to the
         extent it was exercisable on the date of such termination.

         Notwithstanding the foregoing  provisions  regarding the exercise of an
         Option in the event of death,  Total Disability or other termination of
         employment,  in no event shall an Option be  exercisable in whole or in
         part after the termination date provided in the Option.

     d.  Transferability
         ---------------
         An  Incentive  Stock  Option  granted  under  the  Plan  shall  not  be
         transferable  otherwise  than  by will or by the  laws of  descent  and
         distribution.

2.4  Non-Qualified Stock Option Grants
     ---------------------------------
     Each   Non-Qualified   Stock  Option  will  be  subject  to  the  following
provisions:

     a.  Term of Option
         -------------- 
         A  Non-Qualified  Stock  Option will be for a term of not more than ten
         years from the date of grant.

     b.  Exercise
         -------- 
         The  exercise of a  Non-Qualified  Stock Option shall be subject to the
         same terms and conditions as provided under Section 2.3(c) above except
         that (i) upon  termination of all employment by Total  Disability,  the
         Optionee  may  exercise  such  options at any time  within  three years
         thereafter  and (ii) in the  event of the death of an  Optionee  within
         three years after  termination  on account of Total  Disability  of all
         employment  with the Company,  or any  subsidiary  or  affiliate,  such
         Optionee's estate or any person who acquires the right to exercise such
         option  by  bequest  or  inheritance  or by  reason of the death of the
         Optionee  may  exercise  such  Optionee's  option at any time  within a
         period of three years from the date of death.

     c.  Transferability
         --------------- 
         A  Non-Qualified  Stock  Option  granted  under  the Plan  shall not be
         transferable  otherwise  than  by will or by the  laws of  descent  and
         distribution, except as may be permitted by the Board or the Committee.

2.5  Agreements
     ----------
     In  consideration  of any Options granted to a Participant  under the Plan,
each such  Participant  shall  enter into an Option  Agreement  with the Company
providing,  consistent  with the  Plan,  such  terms as the  Committee  may deem
advisable.
                                                                     EXHIBIT 4.2

                               Griffon Corporation
                  Senior Management Incentive Compensation Plan


I.  EFFECTIVE DATE, PURPOSE

     This Griffon Corporation Senior Management  Incentive  Compensation Plan is
adopted by the Board on November 5, 1997,  subject to approval by the  Company's
stockholders,  and if so approved  shall be effective as of October 1, 1997. The
Plan is designed to provide a significant and variable  economic  opportunity to
the  two  most  senior  officers  of  the  Company  as  a  reflection  of  their
contributions to the success of the Company.  Payments  pursuant to the Plan are
intended  to  qualify  for  exclusion   from  the  term   "applicable   employee
remuneration"  under Section  162(m)(4)(C) of the Internal Revenue Code of 1986,
as amended.

II.  DEFINITIONS

     "Applicable  Delivery Period" shall have the meaning given in Section IV.C.
below.

     "Board" shall mean the Board of Directors of the Company.

     "Bonus" shall mean a cash or stock award payable to a Participant  pursuant
to the terms of the Plan.

     "Certification" shall have the meaning given in Section III.B.

     "Change of  Control"  shall  mean the  occurrence  of any of the  following
events:

         (a) the  acquisition  by any  individual,  entity or group  (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
     voting securities of the Company where such acquisition  causes such Person
     to own 20  percent  or  more  of the  combined  voting  power  of the  then
     outstanding  voting securities of the Company entitled to vote generally in
     the election of directors (the  "Outstanding  Company Voting  Securities");
     provided,  however, that for purposes of this subsection (a), the following
     acquisitions shall not be deemed to result in a Change of Control:  (i) any
     acquisition directly from the Company, (ii) any acquisition by the Company,
     (iii) any  acquisition  by any  employee  benefit  plan (or related  trust)
     sponsored or maintained by the Company or any corporation controlled by the
     Company or (iv) any  acquisition  pursuant to a  transaction  that complies
     with  clauses (i),  (ii) and (iii) of  subsection  (c) below;  and provide,
     further,  that if any  Person's  beneficial  ownership  of the  Outstanding
     Company Voting Securities  reaches or exceeds twenty percent as a result of
     a  transaction  described  in clause  (i) or (ii)  above,  and such  Person
     subsequently  acquires beneficial ownership of additional voting securities
     of  the  Company,  such  subsequent  acquisition  shall  be  treated  as an
     acquisition  that  causes  such  Person  to own 20  percent  or more of the
     Outstanding Company Voting Securities; or

         (b) individuals  who, as of the date hereof,  constitute the Board (the
     "Incumbent  Board")  cease for any reason to constitute at least a majority
     of the Board;  provided,  however,  that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's  shareholders,  was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose,  any such individual  whose initial  assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the  election  or removal of  directors  or other  actual or  threatened
     solicitation  of proxies or consents by or on behalf of a Person other than
     the Board; or

         (c)  the   approval   by  the   shareholders   of  the   Company  of  a
     reorganization, merger or consolidation or sale or other disposition of all
     or  subsequently  all of the assets of the  Company or the  acquisition  of
     assets of another entity  ("Business  Combination")  or, if consummation of
     such  Business  Combination  is  subject,  at the time of such  approval by
     shareholders,  to the consent of any government or governmental agency, the
     obtaining  of  such   consent   (either   explicitly   or   implicitly   by
     consummation);  excluding, however, such a Business Combination pursuant to
     which (i) all or substantially all of the individuals and entities who were
     the  beneficial  owners  of  the  Outstanding   Company  Voting  Securities
     immediately prior to such Business  Combination  beneficially own, directly
     or indirectly, more than 60 percent of, respectively,  the then outstanding
     shares  of  common  stock  and  the  combined  voting  power  of  the  then
     outstanding voting securities entitled to vote generally in the election of
     directors,  as the case may be,  of the  corporation  resulting  from  such
     Business Combination (including,  without limitation, a corporation that as
     a result of such transaction  owns the Company or all or substantially  all
     of  the  Company's   assets   either   directly  or  through  one  or  more
     subsidiaries)  in  substantially  the same  proportions as their ownership,
     immediately prior to such Business  Combination of the Outstanding  Company
     Voting Securities,  (ii) no Person (excluding any employee benefit plan (or
     related  trust) of the  Company  or such  corporation  resulting  from such
     Business Combination) beneficially owns, directly or indirectly, 20 percent
     or more of,  respectively,  the then outstanding  shares of common stock of
     the  corporation  resulting from such Business  Combination or the combined
     voting power of the then outstanding  voting securities of such corporation
     except to the extent  that such  ownership  existed  prior to the  Business
     Combination  and (iii) at least a majority  of the  members of the board of
     directors of the corporation  resulting from such Business Combination were
     members of the Incumbent  Board at the time of the execution of the initial
     agreement,  or of the  action of the  Board,  providing  for such  Business
     Combination; or

         (d)  approval  by  the  shareholders  of  the  Company  of  a  complete
     liquidation or dissolution of the Company.

     "Change of Control Consideration" shall mean, with respect to each share of
Common Stock credited to a Deferred  Stock Account,  (i) the amount of any cash,
plus the value of any securities and other noncash  consideration,  constituting
the  most  valuable  consideration  per  share  of  Common  Stock,  paid  to any
shareholder  in the  transaction  or series of  transactions  that  results in a
Change of Control or (ii) if no consideration  per share of Common Stock is paid
to any shareholder in the transaction or series of transactions  that results in
a Change of Control,  the highest reported sales price,  regular way, of a share
of Common  Stock in any  transaction  reported  on the New York  Stock  Exchange
Composite Tape or other national  exchange on which such shares are listed or on
NASDAQ  during the 60-day  period prior to and including the date of a Change of
Control.  To the  extent  that  such  consideration  consists  all or in part of
securities or other noncash consideration, the value of such securities or other
noncash consideration shall be determined by the Committee in good faith.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee"  shall  mean the  Compensation  Committee  of the Board or such
other   committee  of  the  Board  which  is  composed  of  not  less  than  two
Disinterested  Persons,  each of whom  shall be  appointed  by and  serve at the
pleasure of the Board.

     "Common  Stock" means the common stock of the Company,  par value $0.25 per
share.

     "Company" shall mean Griffon Corporation, a Delaware corporation.

     "Consolidated  Pretax  Earnings" of the Company shall mean, with respect to
any fiscal year, the consolidated income, if any, of the Company for such fiscal
year as set  forth  in the  audited  consolidated  financial  statements  of the
Company and its  subsidiaries  included in its annual report to stockholders for
such fiscal year,  before  deduction of taxes based on income or of the Bonus to
be paid to the participant under the Plan for such Fiscal Year.

     "Delivery Date" shall have the meaning given in Section IV.B below.

     "Disinterested Person" shall mean a member of the Board who qualifies as an
"outside director" for purposes of Section 162(m) of the Code.

     "Initial  Percentage"  shall  mean,  for  a  particular  Participant,   the
percentage  indicated  under the  heading  "Initial  Percentage"  opposite  such
Participant's name of Schedule I to the Plan.

     "Installment  Delivery  Election"  shall have the meaning  given in Section
IV.C. below.

     "Participant"  shall  mean an  individual  named on  Schedule I hereto as a
participant in the Plan.

     "Plan"  shall mean this Griffon  Corporation  Senior  Management  Incentive
Compensation Plan.

     "Secondary  Percentage"  shall  mean,  for a  particular  Participant,  the
percentage  indicated  under the heading  "Secondary  Percentage"  opposite such
Participant's name on Schedule I to the Plan.

     "Stock  Portion" of a Bonus shall have the meaning given in Section  III.B.
below.

     "Tertiary  Percentage"  shall  mean,  for  a  particular  Participant,  the
percentage  indicated  under the heading  "Tertiary  Percentage"  opposite  such
Participant's name on Schedule I to the Plan.

     "Value" of a share of Common Stock as of a  particular  date shall mean the
average of the closing  sale  prices of a share of Common  Stock on the New York
Stock  Exchange  composite  tape (or, if the Common  Stock is not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed) for each  trading  day during the period of 20 trading  days ending with
such  date.  If the  Common  Stock  is not  traded  on any  national  securities
exchange,  the Value of the Common Stock shall be determined by the Committee in
good faith.

III.  DETERMINATION AND PAYMENT OF BONUSES

     A.  Eligibility;  Amount.  Each Participant  shall be entitled to receive a
Bonus for each fiscal year or portion thereof of the Company during which period
such   Participant   is  employed  by  the  Company  based  upon  the  Company's
Consolidated  Pretax Earnings for such fiscal year. The Bonus shall in each case
equal the Initial  Percentage  of the first  $3,000,000 in  Consolidated  Pretax
Earnings,  the Secondary  Percentage of  Consolidated  Pretax  Earnings  between
$3,000,000 and $5,000,000,  and the Tertiary  Percentage of Consolidated  Pretax
Earnings in excess of  $5,000,000.  Notwithstanding  any other  provision of the
Plan,  a  Participant  shall not be  entitled  to a Bonus for any fiscal year in
which he has the right,  which he fails to waive,  to receive a bonus based upon
Consolidated Pretax Earnings under an employment agreement with the Company.

     B. Certification;  Payment.  Each Bonus for a fiscal year shall be computed
and shall become payable upon the  certification  by the Committee of the amount
of Consolidated Pretax Earnings for the fiscal year (the  "Certification").  The
Certification  for each fiscal year shall be made as soon as practicable  but in
no event more than 120 days after the end of the fiscal year. The first $500,000
of any Bonus (or, if such Bonus is less than $500,000, the entire amount of such
Bonus) shall not be paid in cash,  but shall be credited to the  Participant  in
the form of  deferred  stock,  as more fully set forth in Section IV below,  but
only to the  extent  there  are  sufficient  shares of  Common  Stock  remaining
available for such  crediting  (the amount so credited,  the "Stock  Portion" of
such  Bonus).  The  excess,  if any,  of the  amount of any Bonus over the Stock
Portion  thereof shall be paid to the Participant in cash as soon as practicable
after the date of the relevant Certification.

IV. DEFERRED STOCK ACCOUNTS

     A.  Crediting of Deferred  Stock  Accounts.  The Company  shall  maintain a
Deferred  Stock  Account for each  Participant,  to be  credited  with shares of
Common  Stock  as  set  forth  in  this  Section  IV.  As of  the  date  of  the
Certification  for a fiscal year, the Deferred Stock Account of each Participant
shall be credited with a number of shares of Common Stock having a Value,  as of
the last day of the fiscal year for which the Bonus is paid,  equal to the Stock
Portion of such  Participant's  Bonus (if any) for the fiscal year. In addition,
as of the payment  date for each  regular cash  dividend  that is declared  with
respect to the Common  Stock,  the Deferred  Stock  Account of each  Participant
shall be  credited  with a number of shares  of  Common  Stock  equal to (i) the
number of shares of Common Stock in such Deferred Stock Account as of the record
date for such dividend  multiplied by (ii) the per-share amount of such dividend
divided by (iii) the Value of a share of Common Stock on such payment date.

     B.  Delivery  of  Deferred   Stock.   The  shares  of  Common  Stock  in  a
Participant's Deferred Stock Account as of the date the Participant ceases to be
employed by the Company for any reason (the "Delivery  Date") shall be delivered
or begin to be  delivered  in  accordance  with this  Section  IV.B.  as soon as
practicable after the Delivery Date. Such shares shall be delivered at one time;
provided,  that if the number of shares so credited includes a fractional share,
such  number  shall be  rounded  to the  nearest  whole  number of  shares;  and

provided,  further,  that if the Participant  has in effect a valid  Installment
Delivery  Election  pursuant to Section IV.C.  below,  then such shares shall be
delivered in equal yearly installments over the Applicable Delivery Period, with
the first such  installment  being  delivered  on the first  anniversary  of the
Delivery Date (and if, in order to equalize such installments, fractional shares
would have to be delivered,  such installments  shall be adjusted by rounding to
the  nearest  whole  share).  If any such shares are to be  delivered  after the
Participant has died or become legally  incompetent,  they shall be delivered to
the  Participant's  estate or legal guardian,  as the case may be, in accordance
with  the  foregoing;  provided,  that  if the  Participant  dies  with a  valid
Installment Delivery Election in effect, all remaining  undelivered shares shall
be  delivered  to  the  Participant's   estate  immediately.   References  to  a
Participant in this Plan shall be deemed to refer to the Participant's estate or
legal guardian, where appropriate.

     C. Installment  Delivery.  An "Installment  Delivery Election" shall mean a
written  election by a  Participant,  on such form as may be  prescribed  by the
Committee,  to receive delivery of shares of Common Stock in installments over a
period of up to five years (the  "Applicable  Delivery  Period"),  as more fully
described in paragraph IV.B. above. Once made, an Installment  Delivery Election
may be superseded by another Installment Delivery Election or revoked in writing
by the Participant. However, in order for any initial or superseding Installment
Delivery Election or revocation  thereof to be valid, it must be received by the
Committee at least one year before the Participant  ceases to be any employee of
the  Company.  In the case of multiple  Installment  Delivery  Elections  and/or
revocations  by any  Participant,  the most recent  valid  Installment  Delivery
Election or revocation  in effect as of the Delivery Date shall be  controlling.
In addition,  the  effectiveness of any Installment  Delivery  Election shall be
subject to the approval of the Board or a committee thereof if the Committee, in
its absolute  discretion after receiving the advice of counsel,  determines such
approval to be  necessary  or advisable in order to avoid having the delivery of
shares  pursuant  thereto or any other event  occurring in connection  therewith
constitute a nonexempt  purchase or sale, as applicable,  under Rule 16b-3 under
the Securities Exchange Act of 1934.

     D. Discretionary  Acceleration.  Notwithstanding any other provision of the
Plan, the Committee may decide,  in its sole discretion,  to deliver some or all
of the shares in a  Participant's  Deferred  Stock  Account  to the  Participant
before the time(s) prescribed by Sections IV.B. and C. above.

     E.  Stock Certificates.

     1. The  certificates  for shares  delivered to a  Participant  as set forth
above  shall be issued in the name of the  Participant,  and from and after such
issuance,  the Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares  issued in his name,  including  the
right to vote the shares,  and the  Participant  shall receive all dividends and
other distributions paid or made with respect thereto.

     2.  Notwithstanding  any other provision of the Plan, the Company shall not
be required to issue or deliver any  certificate or  certificates  for shares of
Common  Stock  under  the Plan  prior  to  fulfillment  of all of the  following
conditions:

         (a) listing or approval for listing upon official notice of issuance of
     such shares on the New York Stock Exchange,  Inc., or such other securities
     exchange as may at the time be a market for the Common Stock;

         (b) any  registration or other  qualification  of such shares under any
     state or federal law or  regulation,  or the  maintaining  in effect of any
     such registration or other  qualification which the Committee shall, in its
     absolute  discretion  upon  the  advice  of  counsel,   deem  necessary  or
     advisable;

         (c) obtaining any other consent,  approval, or permit from any state or
     federal  governmental  agency which the  Committee  shall,  in its absolute
     discretion after receiving the advice of counsel, determine to be necessary
     or advisable; and

         (d) obtaining any approval of the Board or a committee thereof that the
     Committee,  in its  absolute  discretion  after  receiving  the  advice  of
     counsel,  determines  to be necessary or advisable in order to avoid having
     such  delivery  or  any  other  event  occurring  in  connection  therewith
     constitute a nonexempt  purchase or sale, as  applicable,  under Rule 16b-3
     under the Securities Exchange Act of 1934;

provided,  that the Company shall use reasonable best efforts to ensure that all
shares of Common Stock delivered  under the Plan are freely  transferable by the
recipient thereof following such delivery.

     F. Shares Available.

     1. Subject to Section IV.F.2,  the maximum number of shares of Common Stock
which  may be  credited  to  Deferred  Stock  Accounts  pursuant  to the Plan is
500,000.  Shares  of Common  Stock  issuable  under  the Plan may be taken  from
authorized  but  unissued or treasury  shares of the Company or purchased on the
open market.

     2. In the event that there is, at any time after the Board adopts the Plan,
any change in the Common  Stock by reason of any stock  dividend,  stock  split,
combination  of shares,  exchange  of shares,  warrants  or rights  offering  to
purchase Common Stock at a price below its fair market value,  reclassification,
recapitalization,   merger,   consolidation,   spinoff   or  other   change   in
capitalization  of the  Company,  appropriate  adjustment  shall  be made in the
number and kind of shares or other  property  subject to the Plan and the number
and kind of shares or other  property held in the Deferred Stock  Accounts,  and
any other relevant provisions of the Plan by the Committee,  whose determination
shall be binding and  conclusive  on all persons.  If the shares of Common Stock
credited to the Deferred Stock  Accounts are converted  pursuant to this Section
IV.F.2.  into  another form of  property,  references  in the Plan to the Common
Stock  shall be  deemed,  where  appropriate,  to refer  to such  other  form of
property,  with such  other  modifications  as may be  required  for the Plan to
operate in accordance with its purposes.  Without limiting the generality of the
foregoing,  references to delivery of  certificates  for shares of Common Shares
shall be deemed to refer to delivery of cash and the  incidents  of ownership of
any other property held in the Deferred Stock Accounts.


V. CHANGE OF CONTROL

     Notwithstanding  any other provision of this Plan, in the event of a Change
of Control;  (i) the Committee  shall  determine the amount of the  Consolidated
Pretax Earnings of the Company for the portion of the  then-current  fiscal year
(such fiscal year, the  "Change-of-Control  Year") that ends immediately  before

the Change of Control and each Participant shall be paid a Bonus (the "Change of
Control  Bonus"),  entirely in cash, on the basis thereof as soon as practicable
after the date of the Change of Control;  and (ii) the Company shall immediately
pay to each  Participant  in a lump  sum the  Change  of  Control  Consideration
multiplied  by the number of shares of Common  Stock held in each  Participant's
Deferred Stock Account immediately before such Change of Control; provided, that
if the delivery of cash pursuant to the foregoing would make a Change in Control
transaction ineligible for pooling-of-interests accounting under APB No. 16 that
would otherwise be eligible for such accounting  treatment,  the Committee shall
have the ability to deliver,  instead of such cash,  Common Stock having a Value
as of the date of such  delivery  equal to the cash that would  otherwise  be so
payable.  Subject to  Section  VI,  the Plan  shall  continue  after a Change of
Control;  provided,  that for the  portion  of the  Change-of-Control  Year that
follows the Change of Control,  each Participant  shall be entitled to receive a
Bonus payable entirely in cash (the "Short-Year  Bonus") equal to the excess, if
any, of (i) the Bonus for the  Change-of-Control  Year  calculated in accordance
with  Section  III.A.  based upon  Consolidated  Pretax  Earnings for the entire
Change-of-Control Year, over (ii) the amount of the Change-of-Control Bonus paid
to such Participant.


VI.  AMENDMENT AND TERMINATION

     The Board shall have the right to terminate or modify the Plan from time to
time,  but  (i) no  such  modification  shall,  without  prior  approval  of the
Company's stockholders,  alter the manner in which the Bonuses are determined or
add  Participants to the Plan, (ii) no such  termination or modification  shall,
without the consent of the Participant affected,  impair or adversely affect the
Bonus payable for any fiscal year that begins before the date the termination or
modification  is approved by the Board,  and (iii) Section V hereof shall not be
amended,  in any manner  adverse  to a  Participant,  at the  request of a party
seeking to effect,  or otherwise in  connection  with or in  anticipation  of, a
Change of Control, without the consent of the affected Participant.


VII.  MISCELLANEOUS

     Payments  of the cash  portion  of Bonuses  shall be made from the  general
funds of the  Company  and no special or  separate  fund shall be required to be
established  or  other  segregation  of  assets  made  to  assure  payment.   No
Participant or other person shall have under any  circumstances  any interest in
any particular property or assets of the Company.  The Plan shall be governed by
and  construed in  accordance  with the laws of the State of  Delaware,  without
regard to its principle of conflict of laws.

                               GRIFFON CORPORATION

                  SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN

                                   Schedule I
Initial Secondary Tertiary Participant Percentage Percentage Percentage - ----------- ---------- ---------- ---------- Harvey R. Blau 4% 4% 5% Robert Balemian 2.5% 3.5% 5%

                                                                     EXHIBIT 4.3


                               Griffon Corporation
                  1998 Employee and Director Stock Option Plan
                  --------------------------------------------  
                                  (as amended)
                                   ----------

SECTION 1.  GENERAL PROVISIONS
            ------------------
1.1.  Name and General Purpose
      ------------------------
        The name of this  plan is the  Griffon  Corporation  1998  Employee  and
Director Stock Option Plan (hereinafter called the "Plan"). The Plan is intended
to be a  broadly-based  incentive plan which enables  Griffon  Corporation  (the
"Company")  and its  subsidiaries  and  affiliates  to foster  and  promote  the
interests of the Company by  attracting  and retaining  directors,  officers and
employees of, and  consultants  to, the Company who  contribute to the Company's
success by their  ability,  ingenuity  and industry,  to enable such  directors,
officers,  employees and consultants to participate in the long-term success and
growth of the Company by giving them a  proprietary  interest in the Company and
to  provide  incentive  compensation  opportunities  competitive  with  those of
competing corporations.

1.2  Definitions
     -----------

          a.   "Affiliate"  means any  person or entity  controlled  by or under
               common  control with the Company,  by virtue of the  ownership of
               voting securities, by contract or otherwise.

          b.   "Board" means the Board of Directors of the Company.

          c.   "Change in Control" means a change of control of the Company,  or
               in any person  directly or  indirectly  controlling  the Company,
               which shall mean:

               (a) a change in  control  as such term is  presently  defined  in
               Regulation 240.12b-(2) under the Securities Exchange Act of 1934,
               as amended (the "Exchange Act"); or

               (b) if any  "person"  (as such term is used in Section  13(d) and
               14(d) of the Exchange Act) other than the Company or any "person"
               who on the date of this Agreement is a director or officer of the
               Company,  becomes  the  "beneficial  owner"  (as  defined in Rule
               13(d)-3  under the  Exchange  Act)  directly  or  indirectly,  of
               securities of the Company  representing  twenty  percent (20%) or
               more  of the  voting  power  of the  Company's  then  outstanding
               securities; or

               (c) if during any period of two (2) consecutive  years during the
               term of  this  Plan,  individuals  who at the  beginning  of such
               period constitute the Board of Directors, cease for any reason to
               constitute at least a majority thereof.

          d.   "Committee" means the Committee referred to in Section 1.3 of the
               Plan.

          e.   "Common  Stock" means shares of the Common Stock,  par value $.25
               per share, of the Company.

          f.   "Company"  means Griffon  Corporation,  a  corporation  organized
               under  the  laws of the  State  of  Delaware  (or  any  successor
               corporation).

          g.   "Fair Market Value" means the market price of the Common Stock on
               the New York Stock Exchange consolidated  reporting system on the
               date of the grant or on any other date on which the Common  Stock
               is to be valued hereunder. If no sale shall have been reported on
               the New York Stock Exchange consolidated reporting system on such
               date, Fair Market Value shall be determined by the Committee.

          h.   "Non-Employee  Director" shall have the meaning set forth in Rule
               16(b)  promulgated  by the  Securities  and  Exchange  Commission
               ("Commission").

          i.   "Option" means any option to purchase  Common Stock under Section
               2 of the Plan.

          j.   "Option  Agreement"  means  the  option  agreement  described  in
               Section 2.4 of the Plan.

          k.   "Participant" means any director, officer, employee or consultant
               of the Company,  a Subsidiary  or an Affiliate who is selected by
               the Committee to participate in the Plan.

          l.   "Subsidiary" means any corporation in which the Company possesses
               directly or indirectly  50% or more of the combined  voting power
               of all classes of stock of such corporation.

          m.   "Total  Disability"  means  accidental  bodily injury or sickness
               which  wholly  and   continuously   disabled  an  optionee.   The
               Committee,   whose  decisions  shall  be  final,   shall  make  a
               determination of Total Disability.

1.3  Administration of the Plan
     --------------------------
          The Plan shall be administered by the Committee appointed by the Board
consisting of two or more members of the Board all of whom shall be Non-Employee
Directors. The Committee shall serve at the pleasure of the Board and shall have
such powers as the Board may, from time to time, confer upon it.

          Subject  to this  Section  1.3,  the  Committee  shall  have  sole and
complete authority to adopt, alter, amend or revoke such  administrative  rules,
guidelines and practices  governing the operation of the Plan as it shall,  from
time to time, deem  advisable,  and to interpret the terms and provisions of the
Plan.

          The  Committee  shall keep minutes of its meetings and of action taken
by it without a meeting.  A majority of the Committee shall constitute a quorum,
and the acts of a majority  of the  members  present  at any  meeting at which a
quorum is  present,  or acts  approved  in writing by all of the  members of the
Committee without a meeting, shall constitute the acts of the Committee.

1.4  Eligibility
     -----------
          Stock Options may be granted only to directors, officers, employees or
consultants of the Company or a Subsidiary or Affiliate. Subject to Section 2.3,
any person who has been granted any Option may, if he is otherwise eligible,  be
granted an additional Option or Options.

1.5  Shares
     ------     
          The aggregate  number of shares reserved for issuance  pursuant to the
Plan shall be 1,350,000 shares of Common Stock, or the number and kind of shares
of stock or other  securities  which shall be substituted  for such shares or to
which such shares shall be adjusted as provided in Section 1.6.

          Such  number of shares  may be set  aside  out of the  authorized  but
unissued shares of Common Stock or out of issued shares of Common Stock acquired
for and held in the Treasury of the Company, not reserved for any other purpose.
Shares  subject  to, but not sold or issued  under,  any Option  terminating  or
expiring  for any reason  prior to its  exercise in full will again be available
for Options thereafter granted during the balance of the term of the Plan.

1.6  Adjustments Due to Stock Splits,
     Mergers, Consolidation, Etc.
     -------------------------------
          If, at any time,  the Company shall take any action,  whether by stock
dividend,  stock split,  combination of shares or otherwise,  which results in a
proportionate  increase  or  decrease  in the  number of shares of Common  Stock
theretofore issued and outstanding,  the number of shares which are reserved for
issuance  under the Plan and the  number  of shares  which,  at such  time,  are
subject to Options shall, to the extent deemed appropriate by the Committee,  be
increased or  decreased  in the same  proportion,  provided,  however,  that the
Company shall not be obligated to issue fractional shares.

          Likewise,  in the  event of any  change in the  outstanding  shares of
Common  Stock  by  reason  of  any  recapitalization,   merger,   consolidation,
reorganization, combination or exchange of shares or other corporate change, the
Committee shall make such substitution or adjustments, if any, as it deems to be
appropriate,  as to the  number  or kind of  shares  of  Common  Stock  or other
securities  which are  reserved  for  issuance  under the Plan and the number of
shares or other securities which, at such time are subject to Options.

          In the event of a Change  in  Control,  at the  option of the Board or
Committee,  (a) all  Options  outstanding  on the date of such Change in Control
shall, for a period of sixty (60) days following such Change in Control,  become
immediately  and fully  exercisable,  and (b) an optionee  will be  permitted to
surrender for  cancellation  within sixty (60) days after such Change in Control
any Option or portion of an Option  which was  granted  more than six (6) months
prior to the date of such  surrender,  to the extent not yet  exercised,  and to
receive a cash  payment in an amount  equal to the  excess,  if any, of the Fair
Market Value (on the date of surrender) of the shares of Common Stock subject to
the Option or portion thereof surrendered, over the aggregate purchase price for
such Shares under the Option.

1.7  Non-Alienation of Benefits
     --------------------------
          Except as herein  specifically  provided,  no right or unpaid  benefit
under the Plan shall be subject to alienation,  assignment, pledge or charge and
any attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant  or other person  entitled to benefits  hereunder  should attempt to
alienate,  assign,  pledge or charge any benefit  hereunder,  then such  benefit
shall, in the discretion of the Committee, cease.

1.8  Withholding or Deduction for Taxes
     ----------------------------------
          If, at any  time,  the  Company  or any  Subsidiary  or  Affiliate  is
required,  under  applicable laws and regulations,  to withhold,  or to make any
deduction for any taxes,  or take any other action in connection with any Option
exercise,  the  Participant  shall be  required  to pay to the  Company  or such
Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in
lieu thereof,  at the option of the Company,  the Company or such  Subsidiary or
Affiliate may accept a sufficient  number of shares of Common Stock to cover the
amount required to be withheld.

1.9  Administrative Expenses
     -----------------------
          The  entire  expense of  administering  the Plan shall be borne by the
Company.

1.10 General Conditions
     ------------------
          a.   The Board or the Committee may, from time to time, amend, suspend
               or terminate any or all of the  provisions of the Plan,  provided
               that, without the Participant's  approval,  no change may be made
               which would alter or impair any right theretofore  granted to any
               Participant .

          b.   With  the  consent  of  the  Participant  affected  thereby,  the
               Committee  may  amend or  modify  any  outstanding  Option in any
               manner not  inconsistent  with the terms of the Plan,  including,
               without limitation, and irrespective of the provisions of Section
               2.3(c)  below,  to  accelerate  the  date or dates as of which an
               installment of an Option becomes exercisable.

          c.   Nothing  contained in the Plan shall  prohibit the Company or any
               Subsidiary  or  Affiliate  from  establishing   other  additional
               incentive compensation  arrangements for employees of the Company
               or such Subsidiary or Affiliate.

          d.   Nothing  in the Plan  shall be deemed to limit,  in any way,  the
               right of the Company or any  Subsidiary or Affiliate to terminate
               a  Participant's  employment with the Company (or such Subsidiary
               or Affiliate) at any time.

          e.   Any  decision  or  action  taken by the  Board  or the  Committee
               arising  out  of  or  in   connection   with  the   construction,
               administration,  interpretation  and  effect of the Plan shall be
               conclusive  and  binding  upon all  Participants  and any  person
               claiming under or through any Participant.

          f.   No member of the Board or of the  Committee  shall be liable  for
               any act or action, whether of commission or omission, (i) by such
               member except in  circumstances  involving  actual bad faith, nor
               (ii) by any other member or by any officer, agent or employee.

1.11  Compliance with Applicable Law
      ------------------------------
          Notwithstanding any other provision of the Plan, the Company shall not
be  obligated  to issue any shares of Common  Stock,  or grant any  Option  with
respect thereto, unless it is advised by counsel of its selection that it may do
so without violation of the applicable  Federal and State laws pertaining to the
issuance of  securities  and the Company  may require any stock  certificate  so
issued to bear a legend, may give its transfer agent  instructions  limiting the
transfer  thereof,  and may  take  such  other  steps,  as in its  judgment  are
reasonably required to prevent any such violation.

1.12  Effective Dates
      ---------------
          The Plan was  adopted by the Board on  February 5, 1998 and amended by
the Board on July 30, 1998. The Plan shall terminate on February 4, 2008.

Section 2.  OPTION GRANTS
            ------------- 
2.1  Authority of Committee
     ----------------------
          Subject to the  provisions of the Plan,  the Committee  shall have the
sole and complete  authority to determine (i) the  Participants  to whom Options
shall be granted;  (ii) the number of shares to be covered by each  Option;  and
(iii) the conditions and limitations,  if any, in addition to those set forth in
Sections 2 and 3 hereof,  applicable  to the  exercise  of an Option,  including
without limitation,  the nature and duration of the restrictions,  if any, to be
imposed upon the sale or other  disposition of shares  acquired upon exercise of
an Option.

          Stock  Options  granted  under the Plan shall be  non-qualified  stock
options.

          The Committee shall have the authority to grant Options.

2.2  Option Exercise Price
     ---------------------
          The price of stock  purchased  upon the  exercise  of Options  granted
pursuant to the Plan shall be the Fair Market Value thereof at the time that the
Option is granted.

          The  purchase  price is to be paid in full in cash,  certified or bank
cashier's  check or, at the option of the  Company,  Common  Stock valued at its
Fair Market Value on the date of exercise,  or a combination  thereof,  when the
Option is exercised and stock  certificates  will be delivered only against such
payment.

2.3  Option Grants
     -------------
          Each Option will be subject to the following provisions:

          a.   Term of Option
               -------------- 
               An Option  will be for a term of not more than ten years from the
date of grant.

          b.   Exercise
               --------
              (i) By an Employee:
                  --------------
              Subject to the power of the Committee  under Section 1.10(b) above
              and  except in the  manner  described  below upon the death of the
              optionee,  an Option  may be  exercised  only in  installments  as
              follows:  up to one-half  of the  subject  shares on and after the
              first  anniversary of the date of grant,  up to all of the subject
              shares on and after the second such anniversary of the date of the
              grant of such Option but in no event later than the  expiration of
              the term of the Option.

              An Option shall be exercisable during the optionee's lifetime only
              by the  optionee  and shall  not be  exercisable  by the  optionee
              unless,  at all  times  since the date of grant and at the time of

              exercise, such optionee is an employee of or providing services to
              the  Company,  any  parent  corporation  of  the  Company  or  any
              Subsidiary or Affiliate, except that, upon termination of all such
              employment  or provision of services  (other than by death,  Total
              Disability,  or by  Total  Disability  followed  by  death  in the
              circumstances provided below), the optionee may exercise an Option
              at any time within three months  thereafter but only to the extent
              such Option is exercisable on the date of such termination.

              Upon termination of all such employment by Total  Disability,  the
              optionee may exercise  such Options at any time within three years
              thereafter,  but only to the extent such Option is  exercisable on
              the date of such termination.

              In the event of the death of an optionee  (i) while an employee of
              or providing  services to the Company,  any parent  corporation of
              the Company or any  Subsidiary or Affiliate,  or (ii) within three
              months after  termination  of all such  employment or provision of
              services  (other than for Total  Disability) or (iii) within three
              years after termination on account of Total Disability of all such
              employment or provision of services, such optionee's estate or any
              person who acquires  the right to exercise  such option by bequest
              or  inheritance  or by  reason of the  death of the  optionee  may
              exercise such  optionee's  Option at any time within the period of
              three years from the date of death. In the case of clauses (i) and
              (iii) above,  such Option shall be exercisable in full for all the
              remaining shares covered  thereby,  but in the case of clause (ii)
              such  Option  shall  be  exercisable  only  to the  extent  it was
              exercisable on the date of such termination.

              (ii) By Persons other than Employees:
                   -------------------------------
              If the  optionee  is not an  employee of the Company or the parent
              corporation  of  the  Company  or  any  Subsidiary  or  Affiliate,
              expiration of such optionee's  right to exercise his Options shall
              be  established  and  determined  by the  Committee  in the Option
              Agreement covering the Options granted to such optionee.

              Notwithstanding the foregoing provisions regarding the exercise of
              an  Option  in  the  event  of  death,  Total  Disability,   other
              termination  of  employment or provision of services or otherwise,
              in no event  shall an  Option be  exercisable  in whole or in part
              after the termination date provided in the Option Agreement.

         c.   Transferability
              --------------- 
              An  Option  granted  under  the  Plan  shall  not be  transferable
              otherwise than by will or by the laws of descent and distribution,
              except as may be permitted by the Board or the Committee.

2.4  Agreements
     ----------
         In  consideration  of any Options  granted to a  Participant  under the
Plan,  each such  Participant  shall  enter  into an Option  Agreement  with the
Company  providing,  consistent  with the Plan,  such terms as the Committee may
deem advisable.


                                                                       EXHIBIT 5




                                             August 26, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Griffon Corporation
           Registration Statement on Form S-8
           ----------------------------------
Gentlemen:

      Reference is made to the filing by Griffon Corporation (the "Corporation")
of a  Registration  Statement  on Form  S-8  with the  Securities  and  Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended,
covering the registration of 1,000,000 shares of the Corporation's Common Stock,
$.25 par value per share ("Common  Stock") in connection with the  Corporation's
1998 Stock  Option Plan (the "1998  Plan"),  500,000  shares of Common  Stock in
connection with the Corporation's Senior Management Incentive  Compensation Plan
(the "Incentive Plan") and 1,350,000 shares of the Corporation's Common Stock in
connection with the Corporation's 1998 Employee & Director Stock Option Plan, as
amended (the "Employee & Director Plan").

      As counsel for the  Corporation,  we have examined its corporate  records,
including its Certificate of Incorporation,  as amended,  By-Laws, its corporate
minutes, the form of its Common Stock certificate,  the 1998 Plan, the Incentive
Plan,  the Employee & Director  Plan and such other  documents as we have deemed
necessary or relevant under the circumstances.

      Based upon our examination, we are of the opinion that:

     1. The Corporation is duly organized and validly existing under the laws of
the State of Delaware.

     2. There have been  reserved  for issuance by the Board of Directors of the
Corporation 1,000,000 shares of its Common Stock under the 1998 Plan. The shares
of the  Corporation's  Common Stock, when issued pursuant to the 1998 Plan, will
be validly authorized, legally issued, fully paid and non-assessable.

     3. There have been  reserved  for issuance by the Board of Directors of the
Corporation  500,000  shares of its Common Stock under the Incentive  Plan.  The

shares of the Corporation's  Common Stock, when issued pursuant to the Incentive
Plan, will be validly authorized, legally issued, fully paid and non-assessable.

     4. There have been  reserved  for issuance by the Board of Directors of the
Corporation  1,350,000  shares of its Common Stock under the Employee & Director
Plan. The shares of the Corporation's  Common Stock, when issued pursuant to the
Employee & Director Plan, will be validly authorized, legally issued, fully paid
and non-assessable.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus which  constitutes a part thereof as counsel to the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                   Very truly yours,

                                   /s/ Blau, Kramer, Wactlar & Lieberman, P.C.

                                   BLAU, KRAMER, WACTLAR &
                                          LIEBERMAN, P. C.

                                                                    EXHIBIT 23.2




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Griffon Corporation:


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  November 5, 1997
included in Griffon  Corporation's  Form 10-K for the year ended  September  30,
1997 and to all references to our Firm included in this registration statement.


                                   /s/ Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP
          

August 25, 1998
Roseland, New Jersey