UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 8-K/A

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): February 3, 2006

                               GRIFFON CORPORATION
               (Exact Name of Registrant as Specified in Charter)


         Delaware                     1-6620                    11-1893410
(State or Other Jurisdiction        (Commission              (I.R.S. Employer
     of Incorporation)              File Number)          Identification Number)


   100 Jericho Quadrangle Jericho, Suite 224, New York             11753
        (Address of Principal Executive Offices)                 (Zip Code)

                                 (516) 938-5544
              (Registrant's telephone number, including area code)

                             ----------------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






     This  Current  Report on Form 8-K/A is being  filed to include  the form of
Restricted  Stock  Award  Agreement  under the Griffon  Corporation  2006 Equity
Incentive Plan.


Item 9.01.        Exhibits.

(d)  Exhibits.

10.3 Form of Restricted Stock Award Agreement under the Griffon Corporation 2006
     Equity Incentive Plan.










                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                      GRIFFON CORPORATION


                                      By:/s/Erid Edelstein
                                         -------------------------------
                                         Eric Edelstein
                                         Executive Vice President and
                                         Chief Financial Officer


Date:   July 31, 2006



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                                  Exhibit Index

10.3      Form of Restricted Stock Award Agreement under the Griffon Corporation
          2006 Equity Incentive Plan.