Company Update

Securities and Exchange Commission (the “Commission”) on October 1, 2010, as amended pursuant to a Form 8-K (Amendment No. 1) filed with the Commission on November 12, 2010, related to the completion of the Company’s acquisition of Ames True Temper, Inc. and certain affiliated companies (“Ames”) from an affiliate of Castle Harlan, Inc., pursuant to a Stock Purchase Agreement dated as of July 19, 2010.  This Form 8-K/A (Amendment No. 2) is filed to include certain additional supplemental pro forma financial information. Item 9.01.  Financial Statements and Exhibits (b) Pro Forma Financial Information The unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2009 and for the nine months ended June 30, 2010 and the unaudited pro forma condensed combined balance sheet as of June 30, 2010, in each case giving effect to the acquisition of Ames, is attached hereto as Exhibit 99.1 and incorporated herein by reference. (d) Exhibits Exhibit Number Exhibit Title 99.1 Unaudited Pro Forma Financial Information listed in Item 9.01(b) (previously filed as the corresponding exhibit to the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010). 99.2 Supplemental Pro Forma Financial Information (Unaudited Pro Forma Financial Information for each of the four quarters in Fiscal 2009 and each of the first three quarters in Fiscal 2010) (previously filed as the corresponding exhibit to the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010). 99.3 Supplemental Pro Forma Financial Information (Unaudited Pro Forma Financial Information for each of the four quarters in Fiscal 2009 and each of the four quarters in Fiscal 2010). 2 SIGNATURE 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. Date: November 16, 2010 GRIFFON CORPORATION. By: /s/ DOUGLAS J. WETMORE Name: Douglas J. Wetmore Title: Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Exhibit Title 99.1 Unaudited Pro Forma Financial Information listed in Item 9.01(b) (previously filed as the corresponding exhibit to the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010). 99.2 Supplemental Pro Forma Financial Information (Unaudited Pro Forma Financial Information for each of the four quarters in Fiscal 2009 and each of the first three quarters in Fiscal 2010) (previously filed as the corresponding exhibit to the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010). 99.3 Supplemental Pro Forma Financial Information (Unaudited Pro Forma Financial Information for each of the four quarters in Fiscal 2009 and each of the four quarters in Fiscal 2010). 4