Exhibit 10.1

                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

          AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this "Amendment") made as
of the 18th day of July, 2006 by and between GRIFFON CORPORATION, a Delaware
corporation (hereinafter the "Company") and HARVEY R. BLAU (hereinafter the
"Executive").

                                   WITNESSETH:

          WHEREAS, the Company and Executive entered into an Employment
Agreement dated July 1, 2001, as amended subsequently by the Amendment Agreement
dated August 8, 2003 (hereinafter the "Employment Agreement"); and

          WHEREAS, the Company and Executive desire to further modify the said
Employment Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:

      1.  All references to 20 percent with regard to an amount of voting
          securities or outstanding stock in Section 1(d) shall henceforth be
          read to mean 35 percent, effective as of the date hereof.

      2.  Section 1(l) shall be amended and restated in its entirety to read as
          follows, effective as of the date hereof:

          "(l) 'Retirement' shall mean the voluntary termination of
          Blau's employment by Blau with eligibility to receive a
          fully vested benefit under Griffon's Supplemental Executive
          Retirement Plan as in effect on the date hereof, other than
          a termination due to Disability or death, or for Good
          Reason."

      3.  A new sentence shall be added at the end of Section 8(b), which shall
          read in its entirety as follows, effective as of the date hereof:

          "Any payment of such club dues shall be made within 2 and 1/2
          months of the later of (a) the end of the calendar year in
          which the invoice for such club dues is received or (b) the
          end of Griffon's fiscal year in which the invoice for such
          club dues is received."

      4.  A new sentence shall be added at the end of Section 9(b), which shall
          read in its entirety as follows, effective as of the date hereof:

          "Notwithstanding the foregoing, if, in the mutual good faith
          determination and agreement of Blau and Griffon, such lifetime
          benefits may not be provided without subjecting Blau to any
          tax, interest or penalty imposed under Section 409A(a)(1)(B)
          of the Code (or any regulation or any guidance promulgated
          thereunder


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          or with respect to), then on the second anniversary
          of the later of (a) a termination of employment or (b) a
          termination of the Consulting Period, in lieu of such lifetime
          benefits, Blau shall receive a lump sum payment equal to the
          value (as mutually determined as of the date of any such
          termination in good faith and agreed to by Blau and Griffon)
          of such lifetime benefits Blau and his Spouse would otherwise
          have been entitled to receive under this Section.

          Notwithstanding any other provisions of the Agreement to the
          contrary, if Blau has received a lump sum payment of his and
          his Spouse's lifetime retiree medical benefits under either
          Section 10(g)(ii)(C) or Section 10(i)(iii), Griffon shall no
          longer be responsible for the provision of such benefits under
          this Section 9(b)."

      5.  The heading of Section 10 shall be amended and restated in its
          entirety to read as follows, effective as of the date hereof:

          "TERMINATION OF EMPLOYMENT - CHANGE IN CONTROL"

      6.  The second sentence of Section 10(a) shall be amended and restated in
          its entirety to read as follows, effective as of the date hereof:

          "If he does so, except for Good Reason, his entitlement shall
          be the same as if Griffon had terminated his employment for
          Cause, provided that Blau shall also be entitled to commence
          the Consulting Period upon such termination, as provided in
          Section 10(h)."

      7.  Section 10(g)(ii)(B) shall be amended and restated in its entirety to
          read as follows, effective as of the date hereof:

          "(B) a lump sum payment equal to the annual bonuses for the
          remainder of the Employment Term (including, without
          limitation, a prorated bonus for any partial Fiscal Year)
          equal to the average of the three highest annual bonuses
          awarded to Blau during the ten Fiscal Years (or portions
          thereof) preceding the termination of Blau's employment as an
          employee (including, without limitation, any bonus awarded to
          Blau in the year of termination, which is unpaid as of the
          date of termination);"

      8.  Section 10(g)(ii)(C) shall be amended and restated in its entirety to
          read as follows, effective as of the date hereof:


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          "(C) continued medical reimbursement, as described in Section
          9(b) above for the lesser of: (a) two years after any
          termination of employment or (b) the remainder of the
          Employment Term; provided however, that if, in the mutual good
          faith determination and agreement of Blau and Griffon, such
          medical reimbursement may be provided without subjecting Blau
          to any tax, interest or penalty imposed under Section
          409A(a)(1)(B) of the Code (or any regulation or any guidance
          promulgated thereunder or with respect to), then the period of
          medical reimbursement shall continue for the remainder of the
          Employment Term, without regard to the two year period
          referred to above. Upon the expiration of the relevant period
          referred to above, Blau shall receive the lifetime medical
          benefits in accordance with Section 9(b) above;"

      9.  Section 10(g)(ii)(E) shall be amended and restated in its entirety to
          read as follows, effective as of the date hereof:

          "(E) continued participation in all employee benefit plans or
          programs available to Griffon employees generally in which
          Blau was participating on the date of termination of his
          employment until the end of the Employment Term; provided;
          however, that (x) if Blau is either precluded from continuing
          his participation in any employee benefit plan or program as
          provided in this clause (E) or if Blau's continued
          participation would subject Blau to any tax, interest or
          penalty imposed under Section 409A(a)(1)(B) of the Code (or
          any regulation or any guidance promulgated thereunder or with
          respect to), then Blau shall be entitled to the after-tax
          economic equivalent of the benefit foregone under the plan or
          program in which he is unable to participate until the end of
          the Employment Term (which shall be paid in one lump sum as
          soon as administratively feasible after his termination of
          participation), and (y) the "economic equivalent of the
          benefit foregone" shall be deemed to be the lowest cost that
          Blau would incur in obtaining such benefit on an individual
          basis; further provided that if such benefit cannot be
          obtained at any cost, Blau shall be entitled to a lump sum
          payment equal to the aggregate benefit payments he would
          reasonably be expected to receive through the end of the
          Employment Term, and the valuation of such lump sum benefit
          payment amount shall be mutually determined in good faith by
          Blau and Griffon; and"

      10. Section 10(g)(ii)(F) shall be amended and restated in its entirety to
          read as follows, effective as of the date hereof:

          "(F) other benefits in accordance with applicable plans and
          programs of the Griffon; provided however, that if such other


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          benefits would subject Blau to any tax, interest or penalty
          imposed under Section 409A(a)(1)(B) of the Code (or any
          regulation or any guidance promulgated thereunder or with
          respect to), then Blau shall receive a lump sum payment, which
          shall be valued in accordance with the principles set forth in
          Section 10(g)(ii)(E) above."

      11. Section 10(i) shall be amended and restated in its entirety to read as
          follows, effective as of the date hereof:

          "(i) Change in Control. Notwithstanding anything to the
          contrary in this Section 10, upon the occurrence of a Change
          in Control, Blau shall be entitled to:

          (i) a lump sum payment equal to the net present value of his
          Salary for the remainder of the Employment Term at the salary
          amount in effect immediately before the Change in Control. The
          interest rate used to determine the present value of these
          payments shall be the mid-term Applicable Federal Rate
          compounded semi-annually for the month in which such Change in
          Control occurs;

          (ii) a lump sum payment equal to the annual bonuses otherwise
          payable under Section 10(g)(ii)(B) for the remainder of the
          Employment Term (including, without limitation, a prorated
          bonus for any partial Fiscal Year) with each such bonus equal
          to the average of the three highest annual bonuses awarded to
          Blau during the ten Fiscal Years (or portions thereof)
          preceding the Change in Control (including, without
          limitation, any bonus awarded to Blau in the year in which the
          Change in Control occurs, which is unpaid as of the date of
          the Change in Control);

          (iii) continued medical reimbursement, as described in Section
          9(b) above for the lesser of: (a) two years after the later to
          occur of a termination of employment or, if applicable, a
          termination of the Consulting Period following a Change in
          Control or (b) the remainder of the Employment Term; provided
          however, that if, in the mutual good faith determination and
          agreement of Blau and Griffon, such medical reimbursement may
          be provided without subjecting Blau to any tax, interest or
          penalty imposed under Section 409A(a)(1)(B) of the Code (or
          any regulation or any guidance promulgated thereunder or with
          respect to), then the period of medical reimbursement shall
          continue for the remainder of the Employment Term, without
          regard to the two year period referred to above. Upon the
          expiration of the relevant period referred to above, Blau
          shall receive the lifetime medical benefits in accordance with
          Section 9(b) above;


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          (iv) a lump-sum payment equal to the then present value of the
          excess, if any, of (x) the retirement benefit to which Blau
          would have been entitled if he had remained employed under
          this Agreement until age 72 over (y) the early retirement
          benefit actually payable to him, both as calculated and
          payable under the SERP, provided such amount is not otherwise
          paid to Blau under the terms of the SERP; and

          (v) continued participation in all employee benefit plans or
          programs available to Griffon employees generally in which
          Blau was participating on the date of any termination of his
          employment until the end of the Employment Term; provided;
          however, that (x) if Blau is either precluded from continuing
          his participation in any employee benefit plan or program as
          provided in this clause or if Blau's continued participation
          would subject Blau to any tax, interest or penalty imposed
          under Section 409A(a)(1)(B) of the Code (or any regulation or
          any guidance promulgated thereunder or with respect to), then
          Blau shall be entitled to the after-tax economic equivalent of
          the benefit foregone under the plan or program in which he is
          unable to participate until the end of the Employment Term
          (which shall be paid in one lump sum as soon as
          administratively feasible after his termination of
          participation), and (y) the "economic equivalent of the
          benefit foregone" shall be deemed to be the lowest cost that
          Blau would incur in obtaining such benefit on an individual
          basis; further provided that if such benefit cannot be
          obtained at any cost, Blau shall be entitled to a lump sum
          payment equal to the aggregate benefit payments he would
          reasonably be expected to receive through the end of the
          Employment Term, and the valuation of such lump sum benefit
          payment amount shall be mutually determined in good faith by
          Blau and Griffon; and

          (vi) other benefits in accordance with applicable plans and
          programs of the Griffon; provided however, that if such other
          benefits would subject Blau to any tax, interest or penalty
          imposed under Section 409A(a)(1)(B) of the Code (or any
          regulation or any guidance promulgated thereunder or with
          respect to), then Blau shall receive a lump sum payment, which
          shall be valued in accordance with the principles set forth in
          Section 10(i)(v) above.

          Notwithstanding the foregoing, if a Change in Control occurs
          prior to January 1, 2007, the lump sum payments provided under
          Sections 10(i)(i), 10(i)(ii) and 10(i)(iv) of this Agreement
          shall be made on January 2, 2007.


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          Payments under this Section 10(i) shall be in full
          satisfaction of any payments or benefits Blau would otherwise
          be entitled to under Section 10(g)."

      12. Section 10(j) shall be added, which shall read in its entirety as
          follows, effective as of the date hereof

          "10(j) Notwithstanding the foregoing, if (a) Blau or his
          estate is to receive payments or benefits under Section 10 for
          any reason other than due to Blau's death or due to a Change
          in Control, and (b) Blau is a "specified employee" within the
          meaning of Code Section 409A for the period in which the
          payment or benefits would otherwise commence, and (c) such
          payment or benefit would otherwise subject Blau to any tax,
          interest or penalty imposed under Section 409A(a)(1)(B) of the
          Code (or any regulation or any guidance promulgated thereunder
          or with respect to) if the payment or benefit would commence
          within six months of a termination of Blau's employment, then
          such payment or benefit required under Section 10 shall not
          commence until the first day which is at least six months
          after the termination of Blau's employment. Such payments or
          benefits, which would have otherwise been required to be made
          over such six month period, shall be paid to Blau in one lump
          sum payment or otherwise provided to Blau, as soon as
          administratively feasible after the first day which is at
          least six months after the termination of Blau's employment.
          Thereafter, payments or benefits shall continue, if
          applicable, for the relevant period set forth above."

      13. Section 13(a) shall be amended and restated in its entirety to read as
          follows, effective as of the date hereof:

          "(a) General. Effective upon the end of the Employment Term
          (but only if the Employment Term ends by reason of its
          expiration or, if earlier, upon termination of Blau's
          employment (i) voluntarily by Blau, (ii) by mutual agreement,
          (iii) by Retirement or (iv) within the one-year period
          following a Change in Control, for any reason other than for
          Cause), Blau shall become a consultant to Griffon, in
          recognition of the continued value to Griffon of his extensive
          knowledge and expertise. Unless earlier terminated, as
          provided in Section 13(e), the Consulting Period shall
          continue for five years."

      14. Except as specifically provided in and modified by this Amendment, the
          Employment Agreement is in all other respects hereby ratified and
          confirmed and references to the Employment


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          Agreement shall be deemed to refer to the Employment Agreement as
          modified by this Amendment.

          IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.

                                 GRIFFON CORPORATION


                                 By:/s/Patrick L. Alesia
                                    -----------------------------
                                    Name:   Patrick L. Alesia
                                    Title:  Vice President, Treasurer and
                                            Secretary


                                    /s/Harvey R. Blau
                                    ------------------------------
                                    Harvey R. Blau