================================================================================

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

                                    Form 10-Q

[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 29, 2004


[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______


                           Commission File No. 0-29288

                         GRIFFIN LAND & NURSERIES, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                             06-0868496
(state or other jurisdiction of incorporation                     (IRS Employer
or organization)                                         Identification Number)

One Rockefeller Plaza, New York, New York                                 10020
(Address of principal executive offices)                             (Zip Code)


Registrant's  Telephone  Number  including  Area  Code          (212)  218-7910


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                                                          Yes     X     No


     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).


                                                          Yes           No     X




         Number of shares of Common Stock outstanding at July 6, 2004: 4,903,062

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<PAGE>


                         GRIFFIN LAND & NURSERIES, INC.
                                    Form 10-Q


PART I  -  FINANCIAL INFORMATION

ITEM 1  -  Financial  Statements

           Consolidated  Statements  of  Operations
           13  and  26  Weeks Ended  May 29,  2004  and
           May  31, 2003, respectively                                         3

           Consolidated Balance Sheets
           May 29, 2004 and November 29, 2003                                  4

           Consolidated  Statements  of  Changes  in Stockholders' Equity
           26  Weeks  Ended  May  29,  2004  and  May  31,  2003               5

           Consolidated  Statements  of  Cash  Flows
           26  Weeks  Ended  May  29,  2004  and  May  31,  2003               6

           Notes to Consolidated Financial Statements                       7-17

ITEM 2  -  Management's  Discussion  and  Analysis  of
           Financial  Condition  and  Results  of  Operations              18-26

ITEM 3  -  Quantitative and Qualitative Disclosures About Market Risk         26

ITEM 4  -  Controls  and  Procedures                                       26-27


PART II -  OTHER INFORMATION

ITEM 1  -  Legal Proceedings                                                  28

ITEM 6  -  Exhibits and Reports on Form 8-K                                28-29

SIGNATURES                                                                    30

================================================================================


PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                         Griffin Land & Nurseries, Inc.
                      Consolidated Statements of Operations
                  (dollars in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>



                                                    For the 13 Weeks Ended,      For the 26 Weeks Ended,
                                                    -----------------------      -----------------------
                                                      May 29,      May 31,         May 29,      May 31,
                                                       2004        2003             2004         2003
                                                    ----------   ----------     -----------   ----------
<S>                                                                       <C>                        <C>
Net sales and other revenue. . . . . . . . . . . . $    22,265   $   21,863     $    25,360   $   24,964
Cost of goods sold . . . . . . . . . . . . . . . . .    18,813       17,812          21,336       20,074
Selling, general and administrative expenses . . . .     3,149        2,216           5,118        4,545
                                                    ----------   ----------     -----------   ----------
Operating profit (loss). . . . . . . . . . . . . . .       303        1,835          (1,094)         345
Gain on sale of Centaur Communications, Ltd. . . . .    51,107            -          51,107            -
Foreign currency exchange gain . . . . . . . . . . .     1,070            -           1,070            -
Interest expense . . . . . . . . . . . . . . . . . .      (624)        (687)         (1,331)      (1,311)
Interest income. . . . . . . . . . . . . . . . . . .        99            9             105           17
                                                     ---------   ----------     -----------   ----------
Income (loss) before income tax provision
   (benefit) and equity investment . . . . . . . . .    51,955        1,157     $    49,857         (949)
Income tax provision (benefit) . . . . . . . . . . .    17,565          403          16,782         (341)
                                                     ---------   ----------     -----------   ----------
Income (loss) before equity investment . . . . . . .    34,390          754          33,075         (608)
Income (loss) from equity investment . . . . . . . .       417         (268)            328         (558)
                                                     ---------   -------------  -----------   ----------
Net income (loss). . . . . . . . . . . . . . . . . .$   34,807   $      486     $    33,403   $   (1,166)
                                                    ==========   ==========     ===========   ==========

Basic net income (loss) per common share . . . . . .$     7.10   $     0.10     $      6.83   $   (0.24)
                                                    ==========   ==========     ===========   ==========
Diluted net income (loss) per common share . . . . .$     6.79   $     0.10            6.58   $   (0.24)
                                                    ==========   ==========     ===========   ==========


</TABLE>


                 See Notes to Consolidated Financial Statements.
--------------------------------------------------------------------------------

<PAGE>

                         Griffin  Land & Nurseries, Inc
                           Consolidated Balance Sheets
                  (dollars in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>


                                                               May 29, 2004      November 29, 2003
                                                            ------------------  -------------------
<S>                                                                 <C>                 <C>
ASSETS
Current Assets:
   Cash and cash equivalents . . . . . . . . . . . . . . .  $           40,379  $                18
   Accounts receivable, less allowance of $194 and $149. .              13,057                1,948
   Inventories . . . . . . . . . . . . . . . . . . . . . .              29,852               32,396
   Deferred income taxes . . . . . . . . . . . . . . . . .               2,770                1,812
   Other current assets. . . . . . . . . . . . . . . . . .               2,522                3,161
                                                            ------------------  -------------------
Total current assets . . . . . . . . . . . . . . . . . . .              88,580               39,335
Real estate held for sale or lease, net. . . . . . . . . .              65,490               64,653
Property and equipment, net. . . . . . . . . . . . . . . .              11,704               11,919
Investment in Centaur Holdings, PLC. . . . . . . . . . . .               9,439                    -
Investment in Centaur Communications, Ltd. . . . . . . . .                   -               20,895
Other assets . . . . . . . . . . . . . . . . . . . . . . .               8,747                8,919
                                                            ------------------  -------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $          183,960  $           145,721
                                                            ==================  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Income taxes payable. . . . . . . . . . . . . . . . . .  $            9,709  $                 -
   Accounts payable and accrued liabilities. . . . . . . .               5,036                4,573
   Current portion of long-term debt . . . . . . . . . . .                 819               11,428
                                                            ------------------  -------------------
Total current liabilities. . . . . . . . . . . . . . . . .              15,564               16,001
Long-term debt . . . . . . . . . . . . . . . . . . . . . .              31,832               30,737
Other noncurrent liabilities . . . . . . . . . . . . . . .               1,751                1,659
                                                            ------------------  -------------------
Total liabilities. . . . . . . . . . . . . . . . . . . . .              49,147               48,397
                                                            ------------------  -------------------

Commitments and contingencies

Stockholders' Equity:
Common stock, par value $0.01 per share, 10,000,000 shares
   authorized, 4,903,062 and 4,876,916 shares issued and
   outstanding, respectively . . . . . . . . . . . . . . .                  49                   49
Additional paid-in capital . . . . . . . . . . . . . . . .              93,699               93,392
Retained earnings. . . . . . . . . . . . . . . . . . . . .              37,015                3,612
Accumulated other comprehensive income . . . . . . . . . .               4,050                  271
                                                            ------------------  -------------------
Total stockholders' equity . . . . . . . . . . . . . . . .             134,813               97,324
                                                            ------------------  -------------------
Total liabilities and stockholders' equity . . . . . . . .  $          183,960  $           145,721
                                                            ==================  ===================

</TABLE>


                 See Notes to Consolidated Financial Statements.

--------------------------------------------------------------------------------
<PAGE>
                         Griffin Land & Nurseries, Inc.
           Consolidated Statements of Changes in Stockholders' Equity
                             (dollars in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>

                              Shares Of              Additional
                               Common      Common     Paid-In      Retained
                               Stock       Stock      Capital      Earnings
                              ---------    -------  ------------   --------
<S>                              <C>         <C>         <C>          <C>
Balance at
   November 30, 2002 . . .    4,864,916    $    49   $    93,372    $ 5,961

Exercise of stock options        12,000          -            20          -

Net loss . . . . . . . . .            -          -             -     (1,166)

Other comprehensive
   income . . . . . . . .             -          -             -          -
                              ----------   --------  -----------     ------

Balance at
   May 31, 2003 . . . . .     4,876,916    $    49   $    93,392    $ 4,795
                              =========    =======   ===========    =======

                                   Accumulated
                                      Other                      Total
                                  Comprehensive               Comprehensive
                                     Income           Total   Income (Loss)
                                  -------------     --------  -------------

Balance at
   November 30, 2002 . . .        $        (128)    $  99,254  $          -

Exercise of stock options                     -            20             -

Net loss . . . . . . . . .                    -        (1,166) $    (1,166)

Other comprehensive
   income . . . . . . . . .                  240          240          240
                                   -------------    ---------   -----------
Balance at
   May 31, 2003 . . . . . .       $          112    $  98,348  $      (926)
                                  ===============   =========  ============
--------------------------------------------------------------------------------

                              Shares Of              Additional
                               Common      Common     Paid-In      Retained
                               Stock       Stock      Capital      Earnings
                              ---------    -------  ------------   --------
<S>                              <C>         <C>         <C>          <C>
Balance at
   November 29, 2003 . . . . 4,876,916    $    49   $    93,392    $  3,612

Exercise of stock options
   including tax benefit
   of $115 . . . . . . . . .    26,146           -          307           -

Net income . . . . . . . . .         -           -             -     33,403

Other comprehensive
   income . . . . . . . . .          -           -             -          -
                              ---------    -------   ----------     -------

Balance at
   May 29, 2004 . . . . . .   4,903,062    $    49   $   93,699     $37,015
                              =========    =======   ==========     =======

                                  Accumulated
                                     Other                       Total
                                  Comprehensive               Comprehensive
                                     Income         Total     Income (Loss)
                                  -------------   ----------  -------------

Balance at
   November 29, 2003 . . . . .     $      271    $    97,324   $          -

Exercise of stock options
   Including tax benefit
   of $115 . . . . . . . . . .              -            307              -

Net income . . . . . . . . . .              -         33,403   $     33,403

Other comprehensive
   income . . . . . . . . . .            3,779         3,779          3,779
                                   -----------   -----------   ------------
Balance at
   May 29, 2004 . . . . . . .      $     4,050   $   134,813   $     37,182
                                   ===========   ===========   ============


</TABLE>

               See Notes to Consolidated Financial Statements.

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


<PAGE>
                         Griffin Land & Nurseries, Inc.
                      Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>


                                                                        For the 26 Weeks Ended,
                                                                       -------------------------
                                                                   May 29, 2004             May 31, 2003
                                                              ---------------------    ---------------------
<S>                                                                       <C>                        <C>
Operating activities:
Net income (loss). . . . . . . . . . . . . . . . . . . . .  $             33,403       $             (1,166)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
   Gain on sale of Centaur Communications, Ltd.. . . . . .               (51,107)                         -
   Tax payment included in other comprehensive income. . .                (2,959)                         -
   Depreciation and amortization . . . . . . . . . . . . .                 2,387                      2,052
   Gain on foreign exchange contract . . . . . . . . . . .                (1,070)                         -
   (Income) loss from equity investment. . . . . . . . . .                  (328)                       558
   Deferred income taxes . . . . . . . . . . . . . . . . .                  (340)                      (426)
   Write-off of unamortized financing costs. . . . . . . .                   280                          -
Changes in assets and liabilities:
   Accounts receivable . . . . . . . . . . . . . . . . . .               (11,154)                   (11,834)
   Inventories . . . . . . . . . . . . . . . . . . . . . .                 2,544                      1,820
   Other current assets. . . . . . . . . . . . . . . . . .                   639                        197
   Accounts payable and accrued liabilities. . . . . . . .                   463                        975
   Income taxes payable. . . . . . . . . . . . . . . . . .                 9,824                          -
   Other, net. . . . . . . . . . . . . . . . . . . . . . .                   397                        277
                                                              ---------------------    ---------------------
Net cash used in operating activities. . . . . . . . . . .               (17,021)                    (7,547)
                                                              ---------------------    ---------------------

Investing activities:
Proceeds from the sale of Centaur Communications, Ltd. . .                68,852                          -
Acquisition of 70% interest in real estate joint venture,
   net of cash acquired of $16 . . . . . . . . . . . . . .                     -                     (7,419)
Additions to real estate held for sale or lease. . . . . .                (2,381)                    (1,976)
Proceeds from foreign exchange contract. . . . . . . . . .                 1,070                          -
Additions to property and equipment. . . . . . . . . . . .                  (427)                      (444)
Investment in Shemin Acquisition Corporation . . . . . . .                  (143)                         -
                                                              ---------------------    ---------------------
Net cash provided by (used in) investing activities. . . .                66,971                     (9,839)
                                                              ---------------------    ---------------------

Financing activities:
Payments of debt . . . . . . . . . . . . . . . . . . . . .               (11,122)                      (340)
Increase in debt . . . . . . . . . . . . . . . . . . . . .                 1,500                     17,750
Exercise of stock options. . . . . . . . . . . . . . . . .                   192                         20
Other, net . . . . . . . . . . . . . . . . . . . . . . . .                  (159)                       (47)
                                                              ---------------------    ---------------------
Net cash (used in) provided by financing activities. . . .                (9,589)                    17,383
                                                              ---------------------    ---------------------
Net increase (decrease) in cash and cash equivalents . . .                40,361                         (3)
Cash and cash equivalents at beginning of period . . . . .                    18                         24
                                                              ---------------------    ---------------------
Cash and cash equivalents at end of period . . . . . . . .    $           40,379       $                 21
                                                              =====================    =====================

</TABLE>


                 See Notes to Consolidated Financial Statements.
--------------------------------------------------------------------------------

<PAGE>

                         Griffin Land & Nurseries, Inc.
                   Notes to Consolidated Financial Statements
                  (dollars in thousands, except per share data)
                                   (unaudited)

1.     Basis of Presentation

     The unaudited consolidated financial statements of Griffin Land &
Nurseries, Inc. ("Griffin") include the accounts of Griffin's real estate
division ("Griffin Land") and Griffin's wholly-owned subsidiary, Imperial
Nurseries, Inc. ("Imperial"), and have been prepared in conformity with the
standards of accounting measurement set forth in Accounting Principles Board
Opinion No. 28 and amendments thereto adopted by the Financial Accounting
Standards Board ("FASB"). Also, the accompanying financial statements have been
prepared in accordance with the accounting policies stated in Griffin's audited
financial statements for the year ended November 29, 2003 included in the Report
on Form 10-K as filed with the Securities and Exchange Commission, and should be
read in conjunction with the Notes to Financial Statements appearing in that
report. All adjustments, comprising only normal recurring adjustments, which
are, in the opinion of management, necessary for a fair presentation of results
for the interim periods have been reflected.  The year end consolidated balance
sheet data as of November 29, 2003 was derived from audited financial statements
but does not include all disclosures required by accounting principles generally
accepted in the United States of America.

     The results of operations for the thirteen and twenty-six weeks ended
May 29, 2004 are not necessarily indicative of the results to be expected for
the full year.

     Griffin accounts for stock options under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and has adopted SFAS
No. 123 which requires disclosure of the pro forma effect on earnings and
earnings per share of the fair value method of accounting for stock-based
compensation and SFAS No. 148 which prescribes a method of disclosure.
Griffin's results would have been the following pro forma amounts under the
method prescribed by SFAS No. 123:


<TABLE>
<CAPTION>

                                               For the 13 Weeks Ended,          For the 26 Weeks Ended,
                                               -----------------------          -----------------------
                                             May 29, 2004  May 31, 2003         May 29, 2004   May 31, 2003
                                             ------------  ------------         ------------   ------------
<S>                                          <C>            <C>               <C>             <C>
Net income (loss), as reported. . . . . . .  $     34,807   $       486         $   33,403      $   (1,166)
Total stock based employee compensation
   expense determined under fair value
   method for all awards, net of tax effects .        (28)          (67)               (55)           (132)
                                             ------------   ------------        ----------      -----------
Net income (loss), pro forma (under SFAS
   No. 123). . . . . . . . . . . . . . . . . $     34,779   $        419        $    33,348     $   (1,298)
                                             ============   ============        ===========     ===========

Adjusted net income (loss) for computation
   of diluted per share results,
   pro forma (under SFAS No. 123). . . . . . $     34,741   $        419        $    33,310     $   (1,298)
                                             ============   ============        ===========     ===========

Basic net income (loss) per common
   share, as reported. . . . . . . . . . . . $       7.10   $       0.10        $      6.83     $    (0.24)
                                             ============   ============        ===========      ==========
Basic net income (loss) per common
   share, pro forma (under SFAS No. 123) . . $       7.10   $       0.09        $      6.82     $    (0.27)
                                             ============   ============        ===========     ===========

Diluted net income (loss) per common
   share, as reported. . . . . . . . . . . . $       6.79   $       0.10        $      6.58     $    (0.24)
                                             ============   ============        ===========     ===========
Diluted net income (loss) per common
   share, pro forma (under SFAS No. 123) . . $       6.78   $       0.09        $      6.57     $    (0.27)
                                             ============   ============        ===========     ===========

</TABLE>


          There were no stock options granted during the twenty-six weeks ended
May 29, 2004.  The weighted average fair values of each option granted during
the twenty-six weeks ended May 31, 2003 were $5.79, estimated as of the dates of
grant using the Black-Scholes option-pricing model.  The following weighted
average assumptions were used in the model to calculate the fair values of each
option: expected volatility of approximately 47%; risk free interest rates
ranging from  2.43% to 3.03%; expected option term of 5 years and no dividend
yield.


2.     Recent Accounting Pronouncements

     In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities (an interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements)," ("Fin No. 46"). Fin No. 46 requires
existing unconsolidated variable interest entities to be included in the
consolidated financial statements of a business enterprise if the primary
beneficiaries of the variable interest entities do not effectively disperse risk
among all parties involved. The requirements of Fin No. 46 were effective for
Griffin in the first quarter of fiscal 2004. The adoption of Fin No. 46 did not
have an impact on Griffin's financial statements.


3.     Industry Segment Information

     Griffin's reportable segments are defined by their products and services,
and are comprised of the landscape nursery and real estate segments.  Management
operates and receives reporting based upon these segments.  Griffin has no
operations outside the United States.  Griffin's export sales and transactions
between segments are not material.

<TABLE>
<CAPTION>

<S>                                              <C>        <C>               <C>          <C>
                                             For the 13 Weeks Ended,       For the 26 Weeks Ended,
                                             -----------------------       -----------------------
                                                May 29,   May 31,            May 29,       May 31,
Net sales and other revenue:                     2004      2003                2004         2003
                                               --------   -------            --------     --------
Landscape nursery product sales . . . . . . .  $ 19,125   $19,042            $ 19,547     $19,316
Real estate sales and rental revenue. . . . .     3,140     2,821               5,813       5,648
                                               --------   -------            --------     --------
                                               $ 22,265   $21,863            $ 25,360     $24,964
                                               ========   =======            ========     ========
Operating profit (loss):
Landscape nursery . . . . . . . . . . . . . .  $    899   $ 1,792            $     26     $   556
Real estate . . . . . . . . . . . . . . . . .       335       442                 354         641
                                               --------   -------            --------     --------
Industry segment totals . . . . . . . . . . .     1,234     2,234                 380       1,197
General corporate expense . . . . . . . . . .      (931)     (399)             (1,474)       (852)
                                               --------   -------            --------     --------
Operating profit (loss) . . . . . . . . . . .       303     1,835              (1,094)        345
Gain on sale of Centaur Communications, Ltd..    51,107         -              51,107           -
Foreign currency exchange gain. . . . . . . .     1,070         -               1,070           -
Interest expense, net . . . . . . . . . . . .      (525)     (678)             (1,226)     (1,294)
                                               --------   -------            --------     --------
Income (loss) before income taxes
   and equity investment. . . . . . . . . . .  $ 51,955   $ 1,157            $ 49,857     $  (949)
                                               ========   =======            ========     ========

</TABLE>

<TABLE>
<CAPTION>

                                             May 29,   Nov. 29,
Identifiable assets:                          2004       2003
                                             --------  --------
<S>                                               <C>       <C>
Landscape nursery. . . . . . . . . . . . . . $ 59,559  $ 50,904
Real estate. . . . . . . . . . . . . . . . .   71,199    71,124
                                             --------  --------
Industry segment totals. . . . . . . . . . .  130,758   122,028
General corporate. . . . . . . . . . . . . .   53,202    23,693
                                              -------  --------
Total assets . . . . . . . . . . . . . . . . $183,960  $145,721
                                             ========  ========

</TABLE>


See Note 4 for information on Griffin's equity investment in Centaur.


4.     Equity Investment

          On March 10, 2004, Griffin completed the sale of its equity investment
in Centaur Communications, Ltd. ("Centaur") to a newly formed company, Centaur
Holdings, PLC ("Centaur Holdings").  At the time of the sale, Griffin held
5,428,194 B Ordinary shares of Centaur common stock, approximately 32% of
Centaur's outstanding common stock.  The sale agreement between Griffin, holders
of A Ordinary shares of Centaur and the holder of C Ordinary shares of Centaur
(collectively, the "Sellers") and Centaur Holdings contains certain warranties.
Warranty claims by Centaur Holdings must first exceed 1 million British
Sterling (approximately $1.8 million based on the foreign currency exchange
rate in effect at the time of the sale) in the aggregate before the Sellers
are required to make any payments.  The warranty period expires on
September 30, 2005, except for warranties related to income taxes and pension
liabilities, which expire on September 30, 2010.   In conjunction with this
transaction, Centaur Holdings completed an initial public offering of its
common stock, and is currently trading on the Alternative Investment Market
of the London Stock Exchange.

          The consideration received by Griffin included cash proceeds of
approximately $68.9 million after transaction expenses of approximately $1.5
million but before income tax payments.  In addition to the cash proceeds,
Griffin received 6,477,150 shares of Centaur Holdings common stock (representing
approximately 4.4% of its newly issued outstanding common stock), which was
valued at approximately $11.7 million based on the 1.00 British Sterling per
share price of the initial public offering of shares by Centaur Holdings and
the foreign currency exchange rate in effect at that time.  Griffin is
prohibited from selling its ownership in Centaur Holdings for six months from
the date the transaction was completed.  A portion of the cash proceeds from
the sale were used to repay all of the amount outstanding ($18.4 million)
under Griffin's Credit Agreement with Fleet National Bank.

          Included in Griffin's pretax income for the thirteen weeks ended May
29, 2004 is a gain on the sale of Centaur of $51.1 million and a foreign
currency exchange gain of $1.1 million related to the sale (see Note 8).  In
connection with the Centaur transaction, substantially all of the stock options
of Centaur were exercised immediately prior to the closing of the transaction,
which resulted in Griffin's ownership being reduced from 35% to 32%.  The gain
of approximately $2.3 million that resulted from the dilution of Griffin's
ownership is included in the gain on the sale of that investment.  Griffin's
remaining investment in Centaur Holdings is recorded based on the fair market
value of that investment.  At the time of the sale, approximately $5.4 million
was reported as other comprehensive income, reflecting the difference, net of
tax, between the estimated fair market value of Griffin's investment in Centaur
Holdings and the book value of the pro rata portion of the investment in Centaur
that remained as a result of receiving Centaur Holdings common stock as part of
the sale proceeds.  Griffin is accounting for its investment in Centaur Holdings
as an available for sale security under SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," whereby increases or decreases in
the value of that investment, net of income taxes, along with the effect of
changes in the foreign currency exchange rate, are included in other
comprehensive income (loss).  From the date of the transaction through May 29,
2004, Griffin recorded an other comprehensive loss of $1.4 million reflecting
the reduction, net of tax, of the fair market value of Centaur Holdings (see
Note 8) from the transaction date through the end of the period.

     Prior to the sale, Griffin accounted for its investment in Centaur under
the equity method of accounting for investments.  The unaudited summarized
financial data of Centaur presented below were derived from consolidated
financial information of Centaur for the 100 day period from December 1, 2003
through March 9, 2004 and the six months ended May 31, 2003.  Griffin's equity
income (loss) for the 100 day period from December 1, 2003 through March 9, 2004
and the six months ended May 31, 2003 included $101 and $184, respectively, in
each period for amortization of publishing rights.  Griffin's equity income
(loss) from Centaur also reflects adjustments necessary to present Centaur's
results for the respective periods in accordance with generally accepted
accounting principles in the United States of America.

<TABLE>
<CAPTION>

                                        From December 1, 2003         Six Months Ended
                                        through March 9, 2004            May 31, 2003
                                        ---------------------         ----------------
<S>                                            <C>                             <C>
Net sales. . . . . . . . . . .            $        31,972              $       47,055
Costs and expenses . . . . . .                     29,753                      47,953
                                          ---------------              --------------
Operating profit (loss). . . .                      2,219                        (898)
Nonoperating expenses. . . . .                       (319)                       (373)
                                          ---------------              --------------
Pretax income (loss) . . . . .                      1,900                      (1,271)
Income tax provision (benefit)                        670                        (204)
                                          ---------------              --------------
Net income (loss). . . . . . .            $         1,230              $       (1,067)
                                          ===============              ==============

</TABLE>

<TABLE>
<CAPTION>

                                                As of
                                            Nov. 30, 2003
                                            --------------
<S>                                             <C>
Current assets . . . . . . . . . . . . . .  $       25,275
Intangible assets. . . . . . . . . . . . .           9,732
Other noncurrent assets. . . . . . . . . .          10,975
                                            --------------
Total assets . . . . . . . . . . . . . . .  $       45,982
                                            ==============

Current liabilities. . . . . . . . . . . .  $       30,047
Other noncurrent liabilities . . . . . . .           2,581
                                            --------------
Total liabilities. . . . . . . . . . . . .          32,628
Stockholders' equity . . . . . . . . . . .          13,354
                                            --------------
Total liabilities and stockholders' equity  $       45,982
                                            ==============

</TABLE>

5.     Long-Term Debt

          Long-term debt includes:

<TABLE>
<CAPTION>

                                      May 29, 2004          November 29, 2003
                               -------------------          -----------------
<S>                            <C>                          <C>

Nonrecourse mortgages:
    8.54% due July 1, 2009. .  $             7,879          $           7,914
    6.08% due January 1, 2013                9,521                      9,610
    6.30% due May 1, 2014 . .                1,491                          -
    8.13% due April 1, 2016 .                5,938                      6,019
    7.0% due October 1, 2017.                7,475                      7,537
                               -------------------          -----------------
Total nonrecourse mortgages .               32,304                     31,080
Credit Agreement. . . . . . .                    -                     10,725
Capital leases. . . . . . . .                  347                        360
                               -------------------          -----------------
Total . . . . . . . . . . . .               32,651                     42,165
Less: current portion . . . .                 (819)                   (11,428)
                               -------------------          -----------------
Total long-term debt. . . . .  $            31,832          $          30,737
                               ===================          =================

</TABLE>

     As a result of the proceeds received from the sale of Centaur (see Note 4),
Griffin repaid the entire amount then outstanding ($18.4 million) under its
Credit Agreement (the "Credit Agreement") with Fleet National Bank and
subsequently terminated the Credit Agreement, which was scheduled to expire in
February 2005.  Accordingly, unamortized debt issuance costs of approximately
$0.3 million are included in general and administrative expense in the thirteen
weeks ended May 29, 2004.  The Credit Agreement balance was included in the
current portion of long-term debt at November 29, 2003.

     On December 17, 2002 Griffin completed a $9.75 million nonrecourse
mortgage of two office buildings. Proceeds of the mortgage were used to finance
Griffin's acquisition, completed on December 6, 2002, of a 70% interest in those
buildings. Griffin previously held the remaining 30% interest in those
buildings.  The mortgage has a 6.08% rate and a term of ten years, with payments
based on a twenty-five year amortization period.

     On April 16, 2004, Griffin completed an Amendment to its mortgage
(the "Mortgage Amendment") on two industrial buildings in Windsor, Connecticut.
The Mortgage Amendment provided for an additional borrowing of $1.5 million for
a term of ten years at an interest rate of 6.3%.  Proceeds from the additional
borrowing under the Mortgage Amendment were used for capital improvements made
for a major tenant in one of the buildings.  The capital improvements were
related to a ten year lease extension by that tenant.

     At May 29, 2004 and November 29, 2003, the fair values of Griffin's
Mortgages were $32.6 million and $32.3 million, respectively. Fair value is
based on the present value of future cash flows discounted at estimated
borrowing rates for comparable risks, maturities and collateral. Management
believes that because of its variable interest rate, the amount included on
Griffin's balance sheet for the Credit Agreement at November 29, 2003
reflects its fair value.

6.     Stock Options

Activity under the Griffin Land & Nurseries, Inc. 1997 Stock Option Plan (the
"Griffin Stock Option Plan") is summarized as follows:

<TABLE>
<CAPTION>

                                           Number    Weighted Avg.
                                         of Shares   Exercise Price
                                       ------------  --------------
<S>                                      <C>                    <C>
Outstanding at November 29, 2003           659,542   $        12.57
Exercised. . . . . . . . . . . .           (26,146)            7.36
                                       -----------   --------------
Outstanding at May 29, 2004. . .           633,396   $        12.78
                                       ============  ==============

</TABLE>

<TABLE>
<CAPTION>

<S>                                            <C>
Number of option holders at May 29, 2004       26
                                               ==

</TABLE>

<TABLE>
<CAPTION>

                                                                          Weighted Ave.
                                                                            Remaining
                               Outstanding at          Weighted Ave.     Contractual Life
Range of Exercise Prices         May 29, 2004          Exercise Price       (in years)
------------------------       ---------------        ---------------    ----------------
<S>                                 <C>                  <C>                     <C>
Under $3.00. . . . . . . .               8,011  $              1.88                 0.9
3.00-$11.00 . . . . . . .               98,172                 7.53                 1.7
Over $11.00. . . . . . . .             527,213                13.93                 4.5
                               ---------------
                                       633,396
                               ===============

</TABLE>

     At May 29, 2004, 564,768 options outstanding under the Griffin Stock
Option Plan were exerciseable with a weighted average exercise price of
$12.68 per share.


7.     Per Share Results

     Basic and diluted per share results were based on the following:

<TABLE>
<CAPTION>

<S>                                            <C>              <C>            <C>             <C>
                                               For the 13 Weeks Ended,         For the 26 Weeks Ended,
                                               -----------------------         -----------------------
                                                 May 29,       May 31,          May 29,       May 31,
                                                  2004          2003             2004          2003
                                               ---------    ----------        ----------    ----------

Net income (loss) as reported for computation
   of basic per share results. . . . . . . . . $  34,807   $      486         $   33,403    $  (1,166)

Adjustment to net income (loss) for exercise
   of options of equity investee . . . . . . .       (38)           -                (38)           -
                                               ---------   ----------         ----------    ----------

Net income (loss) for computation
   of diluted per share results. . . . . . . . $  34,769   $      486         $   33,365    $  (1,166)
                                               =========   ==========         ==========    ==========

Weighted average shares outstanding for
   computation of basic per share results . .  4,899,000    4,874,000          4,889,000     4,869,000

Incremental shares from assumed exercise of
   Griffin stock options . . . . . . . . . . .   223,000       55,000            179,000             -
                                               ---------   ----------         ----------     ---------

Weighted average shares outstanding for
   computation of diluted per share results .  5,122,000    4,929,000          5,068,000     4,869,000
                                               =========    =========          =========     =========

</TABLE>

8.     Supplemental Financial Statement Information

     Other Comprehensive Income (Loss)

     Changes in accumulated other comprehensive income (loss) for the twenty-six
weeks ended May 29, 2004 and May 31, 2003 consist of the following:

<TABLE>
<CAPTION>
                                                                 For the 26 Weeks Ended,
                                                                 -----------------------
                                                           May 29, 2004            May 31, 2003
                                                           ------------            ------------
<S>                                                           <C>                          <C>
Balance at beginning of period . . . . . . . . . . . . .   $        271            $      (128)
Effect of foreign currency exchange rate changes related
   to investment in Centaur Communications, Ltd. . . . .            302                    240
Transfer to pretax income as a result of the sale of
   Centaur Communications, Ltd.. . . . . . . . . . . . .           (494)                     -
Increase to record the investment in Centaur Holdings,
   PLC at fair market value, net of tax of $2,958. . . .          5,414                      -
Reduction in fair market value of Centaur Holdings,
   PLC, net of tax benefit of $777 . . . . . . . . . . .         (1,443)                     -
                                                          -------------            ------------
Balance at end of period . . . . . . . . . . . . . . . .  $       4,050            $        112
                                                          ==============           ============

</TABLE>

     Foreign Currency Exchange Contract

     In connection with the sale of Centaur (see Note 4), Griffin entered into a
foreign currency exchange forward contract with Fleet National Bank on February
27, 2004.  The contract hedged the currency fluctuation of British Sterling
between the time the agreement on the sale of Centaur was executed (February 27,
2004) and the date the transaction was closed (March 10, 2004).  Griffin's
obligation under the contract was fulfilled with the proceeds from the sale of
Centaur.  As a result of the contract, the exchange rate of the proceeds was
higher than the prevailing exchange rate at the time the transaction was
completed.  Accordingly, in the thirteen weeks ended May 29, 2004, Griffin
reported a foreign currency exchange gain of $1.1 million related to the sale of
its investment in Centaur.

     Supplemental Cash Flow Information

     In the twenty-six weeks ended May 29, 2004 and May 31, 2003, Griffin made
income tax payments of $10.0 million and $0.1 million, respectively.  In the
twenty-six weeks ended May 29, 2004 and May 31, 2003, Griffin made interest
payments of $1.3 million in each period.

     Inventories

     Inventories consist of:

<TABLE>
<CAPTION>

                        May 29, 2004   Nov. 29, 2003
                        -------------  -------------
<S>                     <C>            <C>
Nursery stock. . . . .  $      27,767  $      31,076
Materials and supplies          2,085          1,320
                        -------------  -------------
                        $      29,852  $      32,396
                        =============  =============

</TABLE>

     Property and Equipment

     Property and equipment consist of:

<TABLE>
<CAPTION>

                             Estimated          May 29, 2004    Nov. 29, 2003
                             Useful Lives
                             ------------       ------------    -------------
<S>                       <C>                         <C>             <C>
Land and improvements                           $       4,892   $      5,003
Buildings. . . . . . . .     10 to 40 years             3,033          3,028
Machinery and equipment.      3 to 20 years            15,813         15,309
                                                -------------   -------------
                                                       23,738         23,340
Accumulated depreciation                              (12,034)       (11,421)
                                                -------------   -------------
                                                $      11,704   $     11,919
                                                =============   =============

</TABLE>

     Griffin incurred capital lease obligations of $108 and $76, respectively,
in the twenty-six weeks ended May 29, 2004 and May 31, 2003.

     Real Estate Held for Sale or Lease

     Real estate held for sale or lease consists of:

<TABLE>
<CAPTION>

                                                              May 29, 2004
                                                              --------------
                           Estimated
                           Useful Lives         Held for Sale   Held for Lease     Total
                          -------------         -------------   --------------   ---------
<S>                       <C>                        <C>             <C>               <C>
Land                                            $       1,316   $        4,101   $  5,417
Land improvements. . . .     15 years                       9            4,527      4,536
Buildings. . . . . . . .     40 years                       -           60,320     60,320
Development costs                                       7,191            4,121     11,312
                                                -------------   --------------   ---------
                                                        8,516           73,069     81,585
Accumulated depreciation                                    -          (16,095)   (16,095)
                                                -------------   --------------    --------
                                                $       8,516  $        56,974   $ 65,490
                                                =============  ================  =========

</TABLE>

<TABLE>
<CAPTION>

                                                          November 29, 2003
                                                          -----------------
                           Estimated
                           Useful Lives         Held for Sale   Held for Lease     Total
                          -------------         -------------   --------------   ----------
<S>                       <C>                        <C>             <C>                <C>
Land                                            $       1,330   $       4,101     $   5,431
Land improvements. . . .     15 years                       9           4,522         4,531
Buildings. . . . . . . .     40 years                       -          57,481        57,481
Development costs                                       6,880           5,073        11,953
                                                -------------   -------------     ---------
                                                        8,219          71,177        79,396
Accumulated depreciation                                    -         (14,743)      (14,743)
                                                -------------   -------------     ---------
                                                $       8,219   $      56,434     $  64,653
                                                =============   =============     =========

</TABLE>

Real Estate Joint Venture

          On December 6, 2002, Griffin acquired the remaining 70% interest in a
joint venture that owned two office buildings of approximately 80,000 square
feet each in Griffin Center in Windsor, Connecticut.   Griffin previously held
the remaining 30% interest in the joint venture.  Subsequent to the acquisition,
Griffin's investment in the joint venture was terminated.  The book value of
Griffin's investment in the joint venture was $3.1 million at the time of the
acquisition and was reclassified, principally into real estate held for lease.
Griffin accounted for its acquisition of the remaining 70% interest in the real
estate joint venture in accordance with SFAS No. 141 "Business Combinations",
which required the purchase price to be allocated to the assets acquired and
liabilities assumed.  Accordingly, the purchase price was allocated to real
estate held for lease, intangible assets related to the leases in place, lease
commissions and tenant relationships based upon their fair values.
Approximately $1.0 million of the purchase price was allocated to intangible
assets and is being amortized over periods ranging from five to fifteen years.
At May 29, 2004, intangible assets of $828, net of accumulated amortization, are
included in other assets on Griffin's balance sheet.

     Postretirement Benefits

     Griffin maintains a postretirement benefits program which provides
principally health and life insurance benefits to certain of its retirees. The
liability for postretirement benefits is included in other noncurrent
liabilities on the consolidated balance sheet. Because Griffin's obligation for
retiree medical benefits is fixed under the terms of Griffin's postretirement
benefits program, any increase in the medical cost trend would have no effect on
the accumulated postretirement benefit obligation, service cost or interest
cost. Griffin's postretirement benefits are unfunded, with benefits to be paid
from Griffin's general assets.  Griffin's contributions for the twenty-six weeks
ended May 29, 2004 were $6, with an expected contribution of $12 for the full
fiscal year.  The components of Griffin's postretirement benefits expense are as
follows:

<TABLE>
<CAPTION>
                       For the 13 Weeks Ended,          For the 26 Weeks Ended,
                       -----------------------          -----------------------
                      May 29,          May 31,          May 29,         May 31,
                       2004             2003             2004             2003
                     -------           -------          ------          --------
<S>                    <C>               <C>              <C>               <C>
Service cost . . . . $     5           $     4          $   11          $     10
Interest . . . . . .      14                15              28                29
                     -------           -------          ------          --------
                     $    19           $    19          $   39          $     39
                     =======           =======          ======          ========

</TABLE>

9.     Commitments and Contingencies

     As of May 29, 2004, Griffin had committed purchase obligations of $1.2
million.

     Griffin is involved, as a defendant, in various litigation matters arising
in the ordinary course of business.  In the opinion of management, based on the
advice of counsel, the ultimate liability, if any, with respect to these matters
will not be material to Griffin's consolidated financial position, results of
operations or cash flows.

     In the 2004 second quarter, Griffin Land agreed to an amended lease for its
165,000 square foot building in Griffin Center.  The amended lease reflects the
replacement of the current tenant with a new tenant and extends the term of the
lease from 2016 to 2024.  Rental revenue under the amended lease is the same as
the original lease through the original lease term.  The amended lease also
provides the new tenant an option to purchase this facility, at fair market
value, in 2021.  The amended lease will become effective if certain
contingencies are resolved prior to November 30, 2004.  If these contingencies
are not resolved, the original lease remains in effect.

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

     The consolidated financial statements of Griffin Land & Nurseries, Inc.
("Griffin") include the accounts of Griffin's subsidiary in the landscape
nursery business, Imperial Nurseries, Inc. ("Imperial"), and Griffin's
Connecticut and Massachusetts based real estate business ("Griffin Land").
Through March 9, 2004, Griffin had an equity investment in Centaur
Communications, Ltd. ("Centaur"), a privately held magazine publishing business
based in the United Kingdom.  On March 10, 2004, Griffin completed the sale of
its investment in Centaur (see Note 4 to Griffin's consolidated financial
statements included in Item 1 of this report).

     The significant accounting policies and methods used in the preparation of
Griffin's consolidated financial statements included in Item 1 are consistent
with those used in the preparation of Griffin's audited financial statements for
the year ended November 29, 2003 included in the Report on Form 10-K as filed
with the Securities and Exchange Commission.  The preparation of Griffin's
financial statements in conformity with generally accepted accounting
principles requires management to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and
revenue and expenses during the periods reported.  Actual results could differ
from those estimates.  The significant accounting estimates used by Griffin in
preparation of its financial statements for the thirteen and twenty-six weeks
ended May 29, 2004 are consistent with those used by Griffin in preparation of
its fiscal 2003 financial statements.

Summary

     Results of Griffin's operating businesses for the thirteen weeks ended May
29, 2004 (the "2004 second quarter") were lower than the results for the
thirteen weeks ended May 31, 2003 (the "2003 second quarter").  The 2004 second
quarter operating profit at Imperial was lower than the operating profit in the
2003 second quarter due principally to cost of goods sold being a higher
percentage of net sales in the 2004 second quarter as compared to the 2003
second quarter and higher selling expenses.  Operating results at Griffin Land
were slightly lower in the 2004 second quarter as compared to the 2003 second
quarter.  The 2004 second quarter includes a substantial gain on Griffin's sale
of its investment in Centaur and a related foreign currency exchange gain.

     Results of Griffin's operating businesses for the twenty-six weeks ended
May 29, 2004 (the "2004 six month period") were lower than the results of
Griffin's operating businesses for the twenty-six weeks ended May 31, 2003 (the
"2003 six month period").  Lower operating results at Imperial were due to cost
of goods sold being a higher percentage of net sales in the 2004 six month
period as compared to the 2003 six month period.   Operating profit at Griffin
Land was lower in the 2004 six month period, as compared to the 2003 six month
period, due to higher building operating expenses, higher general and
administrative expenses and higher depreciation and amortization expense.  The
2004 six month period includes the substantial gain on the sale of Centaur and
the related foreign currency exchange gain.

Results of Operations

Thirteen Weeks Ended May 29, 2004 Compared to the Thirteen Weeks Ended May 31,
2003

     Net sales and other revenue increased from $21.9 million in the 2003 second
quarter to $22.3 million in the 2004 second quarter.  The increase of $0.4
million reflects a $0.3 million increase at Griffin Land and a $0.1 million
increase at Imperial.

     Net sales and other revenue at Griffin Land increased from $2.8 million in
the 2003 second quarter to $3.1 million in the 2004 second quarter, reflecting
$0.2 million of revenue from land sales in the 2004 second quarter and a $0.1
million increase in revenue from its leasing operations.  There were no land
sales in the 2003 second quarter.  The land sale revenue related to the sale of
undeveloped land intended for residential development.  The increase in revenue
from leasing operations principally reflected increased tenant reimbursement of
operating expenses and revenue from new leases.  At May 29, 2004, Griffin Land
owned 1,130,000 square feet of industrial, flex and office space, with 921,000
square feet (81%) leased.  At the end of the 2003 second quarter, Griffin Land
had 1,013,000 square feet of industrial, flex and office space, with 885,000
square feet (87%) leased.  The lower percentage of space leased at the end of
the 2004 second quarter and the increase in total square feet available in
Griffin Land's portfolio versus the comparable time last year principally
reflects the completion in the 2003 fourth quarter of the shell of a 117,000
square foot industrial building that was built on speculation, of which 54,000
square feet was leased and occupied as of May 29, 2004.  Activity of prospective
tenants has increased in fiscal 2004 as compared to the prior year.  In addition
to the 54,000 square feet leased in the new industrial building in the New
England Tradeport, Griffin Land also leased 15,000 square feet in one of its
older industrial buildings in the New England Tradeport.   Subsequent to the end
of the 2004 second quarter, Griffin Land leased 16,000 square feet in the shell
of a new 50,000 square foot office building that was built on speculation at the
end of fiscal 2002.

     Net sales and other revenue at Imperial increased from $19.0 million in the
2003 second quarter to $19.1 million in the 2004 second quarter, as unit sales
volume in the 2004 second quarter was essentially flat as compared to the 2003
second quarter.

     Griffin's consolidated operating profit decreased from $1.8 million in the
2003 second quarter to $0.3 million in the 2004 second quarter.  The lower
consolidated operating profit reflects operating profit decreases of $0.9
million and $0.1 million at Imperial and Griffin Land, respectively, and an
increase of $0.5 million in general corporate expense.

     Operating profit at Griffin Land decreased from $0.4 million in the 2003
second quarter to $0.3 million in the 2004 second quarter, reflecting the
following:

<TABLE>
<CAPTION>
                                                             2004                 2003
                                                          Second Qtr.          Second Qtr.
                                                         -------------        ------------
                                                              (amounts in millions)
<S>                                                        <C>                     <C>
Profit from leasing activities before general and
   administrative expenses and before depreciation
   and amortization expense . . . . . . . . . . . .      $         1.7        $        1.6
Profit from land sales. . . . . . . . . . . . . . .                  -                   -
General and administrative expenses . . . . . . . .               (0.6)               (0.5)
                                                         --------------       -------------
Profit before depreciation and amortization expense                1.1                 1.1
Depreciation and amortization expense . . . . . . .               (0.8)               (0.7)
                                                         --------------       -------------
Operating profit. . . . . . . . . . . . . . . . . .      $         0.3        $        0.4
                                                         ==============       =============

</TABLE>

     The increase of $0.1 million in Griffin Land's profit from leasing
Activities before general and administrative expenses and before depreciation
and amortization expense was due to the increase in revenue from leasing.
Results from land sales reflect a profit of $0.2 million from the sale of
Undeveloped residential land, substantially offset by a writeoff of costs on a
Potential land sale transaction that will not proceed.  Griffin Land's 2004
second quarter general and administrative expenses increased by $0.1 million
over the 2003 second quarter, due principally to higher employee compensation
expense. Griffin Land's 2004 second quarter depreciation and amortization
expense increased by $0.1 million over the 2003 second quarter, due to several
factors, including depreciation on the new 117,000 square foot industrial
building completed at the end of the 2003 fiscal year and depreciation on
building improvements completed in the current year.

     Operating profit at Imperial decreased from $1.8 million in the 2003 second
quarter to $0.9 million in the 2004 second quarter, as follows:

<TABLE>
<CAPTION>
                                                            2004                 2003
                                                          Second Qtr.         Second Qtr.
                                                        -------------        ------------
                                                             (amounts in millions)
<S>                                                     <C>                     <C>
Net sales and other revenue. . . . . . . . .            $        19.1        $       19.0
Cost of goods sold . . . . . . . . . . . . .                     16.6                15.9
                                                        -------------        ------------
Gross profit . . . . . . . . . . . . . . . .                      2.5                 3.1
Selling, general and administrative expenses                      1.6                 1.3
                                                        -------------        ------------
Operating profit . . . . . . . . . . . . . .            $         0.9        $        1.8
                                                        =============        ============

</TABLE>

     The $0.9 decrease in operating profit was due principally to higher cost of
goods sold as a percentage of net sales in the 2004 second quarter as compared
to the 2003 second quarter, which resulted in a decrease in gross profit of $0.6
million.  Imperial's gross margins decreased from 16.2% in the 2003 second
quarter to 13.1% in the 2004 second quarter.  Approximately 60% of the increase
in cost of goods sold was due to higher shipping and delivery costs, caused by
higher labor and shipping supplies costs and higher trucking costs, which
management believes was caused, in part, by higher fuel costs and new trucking
regulations that became effective in early 2004.  The balance of the increase in
cost of goods sold was due principally to higher inventory costs.

     Imperial's selling, general and administrative expenses increased by $0.3
million in the 2004 second quarter as compared to the 2003 second quarter.  As a
percentage of net sales, selling, general and administrative expenses increased
from 6.8% in the 2003 second quarter to 8.4% in the 2004 second quarter.  The
increase in selling, general and administrative expenses principally reflects
higher selling expenses as a result of increased headcount of salespersons and
the timing of when selling expenses are incurred.  Imperial changed its
salesperson compensation program in fiscal 2004, whereby a greater portion of
salesperson compensation expense is based on sales commission, in which the
expenses are incurred when the sales are made.  Previously, a greater portion of
salesperson compensation was based on salaries, which are incurred evenly
throughout the year.  The increased headcount of salespersons in 2004 was
intended to expand Imperial's distribution of product to parts of the southeast
and provide additional sales coverage in Imperial's New England market.

     Griffin's general corporate expense increased from $0.4 million in the 2003
second quarter to $0.9 million in the 2004 second quarter.  The increase
reflects approximately $0.3 million for the write off of unamortized debt
issuance costs related to Griffin's Credit Agreement with Fleet National Bank
(the "Credit Agreement"), which was scheduled to terminate in February 2005, but
was terminated early by Griffin as a result of the paydown of all amounts
outstanding under the Credit Agreement with a portion of the proceeds received
from the sale of Griffin's investment in Centaur (see below).  In addition,
Griffin's 2004 second quarter general corporate expense included $0.1 million in
connection with a proposed additional financing that would have been required
under the terms of an amendment to the Credit Agreement had the Centaur sale not
been completed.

     In the 2004 second quarter Griffin completed the sale of its investment in
Centaur to Centaur Holdings, PLC ("Centaur Holdings"), a newly formed company.
Griffin received cash proceeds of  $68.9 million after transaction expenses of
$1.5 million.  In addition to the cash proceeds, Griffin received 6,477,150
shares of common stock of Centaur Holdings, which was valued at approximately
$11.7 million based on the 1.00 British Sterling per share price of the initial
public offering of shares by Centaur Holdings and the foreign currency exchange
rate in effect at that time.  Griffin is prohibited from selling its Centaur
Holdings common stock for six months from the transaction date.  Griffin
recorded a pretax gain of $51.1 million on the sale and a foreign currency
exchange gain of $1.1 million related to the sale.  In connection with the
Centaur transaction, substantially all of the stock options of Centaur were
exercised immediately prior to the closing of the Centaur transaction, which
resulted in Griffin's ownership being reduced from 35% to 32%.  The gain of
approximately $2.3 million that resulted from the dilution of Griffin's
ownership is included in the gain on the sale of that investment.  In addition,
Griffin recorded other comprehensive income of $4.0 million in the 2004 second
quarter, reflecting the difference, net of tax, between the value of Griffin's
investment in Centaur Holdings and the book value of the pro rata portion of
the investment in Centaur that remained as a result of receiving the Centaur
Holdings common stock as a part of the sale proceeds, adjusted to reflect
market pricing of Centaur Holdings as of the balance sheet date.

     Griffin's consolidated interest expense decreased by $0.1 million from $0.7
million in the 2003 second quarter to $0.6 million in the 2004 second quarter.
The decrease in interest expense reflects the lower amount of borrowings
outstanding in the 2004 second quarter as compared to the 2003 second quarter.
Griffin's average outstanding debt in the 2004 second quarter was $36.2 million
as compared to average outstanding debt of $42.5 million in the 2003 second
quarter.  The lower outstanding debt reflects the paydown of the entire amount
outstanding under Griffin's Credit Agreement with Fleet National Bank from a
portion of the proceeds from the sale of Centaur.  Griffin reported interest
income of $0.1 million in the 2004 second quarter, reflecting interest earned on
investment of the remaining proceeds from the sale of Centaur.

     Griffin's effective income tax rate was 33.8% in the 2004 second quarter as
compared to 34.8% in the 2003 second quarter.  The 2004 second quarter effective
tax rate reflects a 35% rate for a federal income taxes adjusted for state
income taxes and certain tax credits related to foreign income taxes paid by
Centaur.  The effective tax rate for the 2003 second quarter reflects a 34% rate
for federal income taxes adjusted for state income taxes.

     Griffin's 2004 second quarter equity income from Centaur through the date
of sale was $0.4 million as compared to an equity loss of $0.3 million in the
2003 second quarter.  The 2003 second quarter equity loss included a charge, of
which Griffin's allocable share was $0.5 million, to accrue future costs (less
expected sublease income) for an operating lease of office space that was no
longer used by Centaur.

Twenty-Six Weeks Ended May 29, 2004 Compared to the Twenty-Six Weeks Ended May
31, 2003

     Net sales and other revenue increased from $25.0 million in the 2003 six
month period to $25.4 million in the 2004 six month period, reflecting increases
of $0.2 million each at Griffin Land and Imperial.

     Net sales and other revenue at Griffin Land increased from $5.6 million in
the 2003 six month period to $5.8 million in the 2004 six month period.  The
increase of $0.2 million reflects revenue from a sale of undeveloped residential
land in the 2004 six month period as compared to no land sales revenue in the
2003 six month period.  Revenue from leasing operations was $5.6 million in both
the 2003 and 2004 six month periods, as increased rental revenue from new leases
and an increase in expense reimbursement by tenants during the 2004 six month
period was offset by lower billings for services provided to tenants,
particularly snow removal.

     Net sales and other revenue at Imperial increased from $19.3 million in the
2003 six month period to $19.5 million in the 2004 six month period.  Unit sales
volume in the 2004 six month period was essentially flat as compared to the 2003
six month period.

     Griffin incurred a consolidated operating loss of $1.1 million in the 2004
six month period as compared to consolidated operating profit of $0.3 million in
the 2003 six month period.  The lower operating results reflect decreases of
$0.5 million and $0.3 million in operating results at Imperial and Griffin Land,
respectively, and an increase of $0.6 million in general corporate expense.

     Operating profit at Griffin Land decreased from $0.6 million in the 2003
six month period to $0.3 million in the 2004 six month period, reflecting the
following:

<TABLE>
<CAPTION>
                                                              2004              2003

                                                           Six Months         Six Months
                                                           ----------         ----------
                                                               (amounts in millions)
<S>                                                          <C>                     <C>
Profit from leasing activities before general and
   administrative expenses and before depreciation
   and amortization expense . . . . . . . . . . . .        $      3.1         $      3.2
Profit from land sales. . . . . . . . . . . . . . .                 -                  -
General and administrative expenses . . . . . . . .              (1.2)              (1.1)
                                                           ----------         ----------
Profit before depreciation and amortization expense               1.9                2.1
Depreciation and amortization expense . . . . . . .              (1.6)              (1.5)
                                                           ----------         ----------
Operating profit. . . . . . . . . . . . . . . . . .        $      0.3         $      0.6
                                                           ==========         ==========

</TABLE>

     The decrease of $0.1 million in Griffin Land's profit from leasing
Activities before general and administrative expenses and before depreciation
and amortization expense was due to higher building operating expenses,
reflecting higher utility expenses, real estate taxes and repair and
maintenance expenses, partially offset by lower snow removal costs.  Results
from land sales reflect a profit of $0.2 million from the sale of undeveloped
residential land offset by the writeoff of $0.2 million of costs on two
potential land sale transactions that will not proceed.  The increase of
$0.1 million in general and administrative expenses reflects higher salary
and benefit expenses.  The increase of $0.1 million in depreciation and
amortization expense principally reflects depreciation on the new 117,000
square foot industrial building completed at the end of fiscal 2003.

     Imperial's operating profit decreased from $0.5 million in the 2003 six
month period to break even results in the 2004 six month period, as follows:

<TABLE>
<CAPTION>
                                                       2004                 2003
                                                 Six Month Period     Six Month Period
                                                 ----------------     -----------------
                                                         (amounts in millions)
<S>                                                   <C>                     <C>
Net sales and other revenue. . . . . . . . .     $           19.5     $            19.3
Cost of goods sold . . . . . . . . . . . . .                 17.0                  16.2
                                                 ----------------     -----------------
Gross profit . . . . . . . . . . . . . . . .                  2.5                   3.1
Selling, general and administrative expenses                  2.5                   2.6
                                                 ----------------     -----------------
Operating profit . . . . . . . . . . . . . .     $              -     $             0.5
                                                 ================     =================

</TABLE>

     The $0.5 million decrease in operating profit was due to higher cost of
goods sold as a percentage of net sales in the 2004 six month period as
compared to the 2003 six month period, which resulted in a decrease in gross
profit of $0.6 million.  Imperial's gross margin on sales decreased from 16.0%
in the 2003 six month period to 12.7% in the 2004 six month period.  The higher
cost of goods sold reflects increased shipping and delivery costs (as discussed
in the 2004 second quarter results) and higher inventory costs.  Imperial's
selling, general and administrative expenses decreased by $0.1 million in the
2004 six month period as compared to the 2003 six month period.  As a
percentage of net sales, selling, general and administrative expenses decreased
from 13.0% in the 2003 six month period to 12.6% in the 2004 six month period.
Decreases of $0.1 million in general and administrative expenses and $0.1
million in marketing expenses in the 2004 six month period were partially
offset by higher selling expenses.  The lower marketing expenses principally
reflect the inclusion in the 2003 six month period of expenses related to the
introduction of plants to be sold under the new "Novalis" trade name.  The
lower general and administrative expenses in the 2004 six month period as
compared to the 2003 six month period reflects lower donation and contribution
expenses.  The increase in selling expenses in the 2004 six month period as
compared to the 2003 six month period principally reflects a change in the
compensation program for salespersons and an increase in salesperson headcount
(as discussed in the 2004 second quarter results).

     Griffin's general corporate expense increased from $0.9 million in the 2003
six month period to $1.5 million in the 2004 six month period.  The increase
principally reflects the 2004 second quarter expenses of $0.3 million for the
write off of unamortized debt issuance costs related to the Credit Agreement,
which was terminated by Griffin in May 2004, and the write off of $0.1 million
of costs associated with a proposed financing that did not take place.

     In the 2004 six month period, Griffin completed the sale of its investment
in Centaur, recording a pretax gain on the sale of $51.1 million.  Griffin also
recorded a foreign currency exchange gain of $1.1 million in the 2004 six month
period related to a foreign currency exchange contract entered into as a result
of the sale of Centaur (see discussion of these transactions in the 2004 second
quarter results).

     Griffin's consolidated interest expense was $1.3 million in both the 2003
and 2004 six month periods.  Higher interest expense in the 2004 first quarter
as compared to the 2003 first quarter offset the lower interest expense in the
2004 second quarter as a result of the paydown of the entire amount outstanding
under the Credit Agreement with a portion of the proceeds from the sale of
Centaur.  Griffin had $0.1 million of interest income in the 2004 six month
period from investment of the remaining proceeds from the sale of Centaur after
repaying the Credit Agreement debt.

     Griffin's effective income tax rate was 33.7% for the 2004 six month
period, as compared to 35.9% for the 2003 six month period.  The 2004 six month
period effective tax rate reflects a 35% rate for federal income taxes adjusted
for state income taxes and certain tax credits related to foreign income taxes
paid by Centaur.  The effective tax rate for the 2003 six month period reflects
a 34% rate for federal taxes adjusted for state income taxes.

     Griffin's 2004 six month period included equity income of $0.3 million
through the date of Griffin's sale of its investment in Centaur, as compared to
an equity loss of $0.6 million in the 2003 six month period.  The 2003 six month
period included a charge, of which Griffin's allocable share was $0.5 million,
to accrue future costs (less expected sublease income) for an operating lease of
office space that was no longer used by Centaur.

Liquidity and Capital Resources

     Cash used in operating activities increased from $7.5 million in the 2003
six month period to $17.0 million in the 2004 six month period.  The $9.5
million increase in cash used in operating activities principally reflects
Griffin's second quarter income tax payments of $10.0 million related to the
gain on the sale of Centaur.

     Cash provided by investing activities was $67.0 million in the 2004 six
month period as compared to cash used in investing activities of $9.8 million in
the 2003 six month period.  The cash provided by investing activities in the
2004 six month period reflects the proceeds from the sale of Centaur and the
foreign currency exchange contract.  The net cash used in investing activities
in the 2003 six month period reflects $7.4 million used for the acquisition of a
70% interest in a real estate joint venture that owned two office buildings of
approximately 80,000 square feet each located in Griffin Center in Windsor,
Connecticut.  Griffin had previously held the remaining 30% interest.  Additions
to real estate in 2004 principally reflect tenant improvements, completed in the
second quarter, on space in which Griffin Land recently entered into a ten year
lease extension with a major tenant.  The new lease rates consider these
expenditures, including an interest factor, to provide Griffin Land an
appropriate return over the lease term on its investment of these initial costs.

     Additions to property and equipment, principally for Imperial, were
approximately $0.4 million in both the 2003 and 2004 six month periods.  The
additions in the 2003 six month period were generally for the completion of the
expansion of Imperial's northern Florida growing operation that had been ongoing
over the prior four years.  Additions to property and equipment in the 2004 six
month period were to construct facilities needed for a portion of the product to
be sold under the new "Novalis" trade name, to increase shipping capacity to
meet its needs during its peak spring demand period and for general
improvements.

     Net cash used in financing activities was $9.6 million in the 2004 six
month period as compared to net cash of $17.4 million provided by financing
activities in the 2003 six month period.  The net cash used in financing
activities in the 2004 six month period reflects the paydown of  all of the
outstanding amounts under the Credit Agreement using a portion of the proceeds
from the sale of Centaur.  The 2004 six month period also includes $1.5 million
of proceeds of an additional mortgage on two industrial buildings.  The proceeds
were used to finance tenant improvements related to a ten year lease extension
by a major tenant in one of those buildings.  The net cash generated from
financing activities in the 2003 six month period includes the proceeds from a
$9.75 million nonrecourse mortgage placed on the two office buildings of the
joint venture acquired in December 2002  and borrowings under the Credit
Agreement to finance Griffin's operations.

     For the balance of fiscal 2004, Griffin is planning to continue to invest
in its real estate business.  Additional amounts will be required to complete
the remainder of the interiors of the shells of an office building and an
industrial building that were built on speculation.   Currently, each building
is partially leased.  The buildout of the unleased parts of these buildings will
be started when leases are obtained.  Griffin Land will also continue to invest
in infrastructure improvements required for present and future development in
its office and industrial parks.  In the second half of fiscal 2004, Griffin
Land expects to start construction, on speculation, of the shell of a new
approximately 130,000 square foot industrial building in the New England
Tradeport.  Griffin Land will also continue to seek approval for its proposed
residential developments, including a 50 lot subdivision in Suffield,
Connecticut, the proposed development in Simsbury, Connecticut that is currently
in litigation, and the sale of the remaining development rights of Griffin
Land's Walden Woods development in Windsor, Connecticut.  Griffin Land has an
agreement for the sale of those development rights, and subsequent to the end of
the 2004 second quarter, the purchaser received approval of its development
plans from the Windsor Town Planning & Zoning Commission.  Based on the sale
terms, proceeds to Griffin are expected to be approximately $3.0 million, and
the transaction is expected to be completed in the 2004 third quarter.  Griffin
Land recently completed an agreement to sell undeveloped residential land for
$0.8 million.  The completion of this transaction is contingent on the buyer
obtaining approvals from the town's land use commissions.  This transaction is
not expected to be completed this year.  Griffin Land intends to proceed with
residential development plans on other of its lands that are also appropriate
for that use.

     Griffin's payments (including principal and interest) under contractual
obligations as of May 29, 2004 are as follows:

<TABLE>
<CAPTION>

                                         Due         Due        Due       Due in
                                        Within      From       From     More Than
                               Total   One Year   1-3 Years  3-5 Years  5 Years
                              -------  --------  ---------  ---------  ---------
<S>                              <C>      <C>        <C>        <C>        <C>
                                                    (in millions)
Mortgages. . . . . . . . . .  $  51.0  $    3.0  $     6.0  $     6.1   $   35.9
Capital Lease Obligations. .      0.4       0.2        0.2          -          -
Operating Lease Obligations.      0.7       0.2        0.3        0.2          -
Purchase Obligations. . . .       1.2       1.2          -          -          -
Other (1). . . . . . . . . .      1.2         -          -          -        1.2
                              -------  --------  ---------  ---------  ---------
                              $  54.5  $    4.6  $     6.5  $     6.3  $    37.1
                              =======  ========  =========  =========  =========

</TABLE>

(1)     Includes Griffin's deferred compensation plan and other postretirement
benefit liabilities.

     As a result of the Centaur transaction, Griffin prepaid the entire amount
outstanding under its Credit Agreement and subsequently terminated the Credit
Agreement.  Management believes that the significant amount of cash proceeds,
after payment of income taxes, generated from the completion of the Centaur
transaction and cash flow generated from its operations will be sufficient to
finance the working capital requirements of Griffin's businesses and fund
continued investment in Griffin's real estate assets for the foreseeable future.
Griffin expects to use the balance of the proceeds from the Centaur sale for
additional real estate investment; however, there are no specific real estate
investments planned at this time.  Such investment may or may not occur based on
many factors, including real estate pricing.  Griffin Land may also continue to
seek nonrecourse mortgage placements on selected properties.

FORWARD-LOOKING INFORMATION

     The above information in Management's Discussion and Analysis of Financial
Condition and Results of Operations includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act.  Although Griffin believes that its plans, intentions and expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such plans, intentions or expectations will be achieved,
particularly with respect to the improved return on assets of Imperial's
operations, successful completion of negotiations for leasing currently vacant
space, construction of additional facilities in the real estate business,
completion of the sale of the development rights of Walden Woods and approval of
other proposed residential subdivisions.  The projected information disclosed
herein is based on assumptions and estimates that, while considered reasonable
by Griffin as of the date hereof, are inherently subject to significant
business, economic, competitive and regulatory uncertainties and contingencies,
many of which are beyond the control of Griffin.

--------------------------------------------------------------------------------
ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk represents the risk of changes in value of a financial
instrument, derivative or non-derivative, caused by fluctuations in interest
rates, foreign exchange rates and equity prices.  Changes in these factors could
cause fluctuations in earnings and cash flows.

     For fixed rate mortgage debt, changes in interest rates generally affect
the fair market value of the debt instrument, but not earnings or cash flows.
Griffin does not have an obligation to repay any fixed rate debt prior to
maturity, and therefore, interest rate risk and changes in the fair market value
of fixed rate debt should not have a significant impact on earnings or cash
flows until such debt is refinanced, if necessary.  For variable rate debt,
changes in interest rates generally do not impact the fair market value of the
debt instrument, but do affect future earnings and cash flows.  Griffin had no
variable rate debt outstanding at May 29, 2004.  An increase in interest rates
of 1% would have increased Griffin's interest expense by approximately $38,000
in the twenty-six weeks ended May 29, 2004.

     Griffin is exposed to market risks from fluctuations in interest rates and
the effects of those fluctuations on market values of Griffin's cash equivalent
short-term investments.  These investments generally consist of overnight
investments that are not significantly exposed to interest rate risk, except to
the extent that changes in interest rates will ultimately affect the amount of
interest income earned and cash flow from these investments.

     Griffin does not currently have any derivative financial instruments in
place to manage interest costs, but that does not mean that Griffin will not use
them as a means to manage interest rate risk in the future.

     In connection with the sale of its investment in Centaur, Griffin entered
into a foreign currency exchange forward contract with Fleet National Bank to
hedge Griffin's exposure to the short-term fluctuation in the foreign currency
exchange rate between the time the definitive agreement on the sale of Centaur
was completed and the closing of the transaction and receipt of the sale
proceeds.  Griffin fulfilled its obligation under the contract with the proceeds
from the sale of Centaur.

     Griffin does not have foreign currency exposure in its operations.  Griffin
retains an investment in Centaur Holdings PLC, a newly formed public company
traded on the Alternative Investment Market of the London Stock Exchange.  The
ultimate liquidation of this investment and conversion of proceeds into United
States currency is subject to future foreign currency exchange rates.

--------------------------------------------------------------------------------
ITEM 4     .     CONTROLS AND PROCEDURES

     Griffin maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in Griffin's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms and that
such information is accumulated and communicated to Griffin's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure.  In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.  Also, we have
investments in certain unconsolidated entities.  As we do not control or manage
these entities, our disclosure controls and procedures with respect to such
entities are necessarily substantially more limited than those we maintain with
respect to our consolidated subsidiaries.

     As required by SEC Rule 13a-15(b), Griffin carried out an evaluation, under
the supervision and with the participation of Griffin's management, including
Griffin's Chief Executive Officer and Griffin's Chief Financial Officer, of the
effectiveness of the design and operation of Griffin's disclosure controls and
procedures as of the end of the quarter covered by this report.  Based on the
foregoing, Griffin's Chief Executive Officer and Chief Financial Officer
concluded that Griffin's disclosure controls and procedures were effective at
the reasonable assurance level.

     There has been no change in Griffin's internal controls over financial
reporting during Griffin's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, Griffin's internal
controls over financial reporting.

<PAGE>

--------------------------------------------------------------------------------
PART II     OTHER INFORMATION

ITEM 1          Legal Proceedings

As a result of the denials in 2000 by the land use commissions of the town of
Simsbury, Connecticut, of Griffin Land's proposed residential development called
Meadowood, Griffin Land brought several separate but related suits appealing
those decisions.  In a ruling released on May 18, 2004, the Supreme Court of the
State of Connecticut reversed a lower court ruling which upheld a denial of
Griffin's wetlands application related to its proposed residential development
by Simsbury's Inland Wetlands Commission (the "Commission").  The Connecticut
Supreme Court concluded that the trial court improperly applied the substantial
evidence test when it relied on speculative evidence to support the Commission's
denial of Griffin's application.  The case was remanded to the lower court for
further proceedings.  There remains outstanding two appeals by Simsbury of lower
court decisions favorable to Griffin in separate but related cases involving
Griffin's proposed residential development.

ITEMS 2 - 5.     Not Applicable

ITEM 6.          Exhibits And Reports on Form 8-K

(a) Exhibits

Exhibit No.                              Description
-----------                              -----------

10.28    Secured Installment Note and First Amendment of Mortgage and Loan
         Documents dated April 16, 2004 among Tradeport Development I, LLC,
         Griffin Land & Nurseries, Inc. and Farm Bureau Life Insurance Company

31.1     Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a),
         as Adopted Pursuant to Section 301 of the Sarbanes-Oxley Act of 2002

31.2     Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a),
         as Adopted Pursuant to Section 301 of the Sarbanes Oxley Act of 2002

32.1     Certifications of Chief Executive Officer Pursuant to 18 U.S.C.
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

32.2     Certifications of Chief Financial Officer Pursuant to 18 U.S.C.
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

   (b)   Reports on Form 8-K

     (1)     On March 9, 2004, Griffin filed a Form 8-K which included the Share
             Acquisition Agreement and Tax Deed Agreement with respect to the
             Sale by Griffin of all of its B Ordinary Shares of Centaur
             Communications, Ltd.

     (2)     On March 10, 2004, Griffin filed a Form 8-K announcing the
             completion of the sale of all of its B Ordinary Shares in Centaur
             Communications, Ltd.

     (3)     On March 25, 2004, Griffin filed a Form 8-K on the sale of its
             investment in Centaur Communications, Ltd., including pro forma
             financial information.

     (4)     On April 8, 2004, Griffin filed a Form 8-K to announce its 2004
             first quarter results of operations.

     (5)     On May 11, 2004, Griffin filed a Form 8-K regarding the decision
             by the Connecticut State Supreme Court on litigation related to
             Griffin's proposed residential development in Simsbury, CT.

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

<PAGE>


                                   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 thereunto duly authorized.



                                                  GRIFFIN LAND & NURSERIES, INC.


                                                       /s/ FREDERICK M. DANZIGER
                                                       -------------------------
Date:  July 12, 2004
                                                           Frederick M. Danziger
                                           President and Chief Executive Officer





                                                          /s/ ANTHONY  J. GALICI
                                                          ----------------------
Date:  July  12,  2004
                                                              Anthony  J. Galici
                                         Vice President, Chief Financial Officer
                                                                   and Secretary


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

                                                                   Exhibit 10.28

20-25  International  Drive
Windsor,  CT


                       SECURED  INSTALLMENT  NOTE


$1,500,000.00                                                     April 16, 2004

FOR VALUE RECEIVED, the undersigned, TRADEPORT DEVELOPMENT I, LLC, a Connecticut
limited liability company having its chief executive office at 204 West Newberry
Road,  Bloomfield,  Connecticut 06002 ("MAKER"), promises to pay to the order of
FARM  BUREAU  LIFE  INSURANCE  COMPANY,  an  Iowa  corporation  or  its  assigns
("HOLDER")  at  its principal office located at 5400 University Avenue, West Des
Moines,  Iowa  50266, or at such other place as Holder may designate in writing,
the  principal  sum  of  ONE  MILLION  FIVE  HUNDRED THOUSAND AND 00/100 DOLLARS
($1,500,000.00)  together with interest from the date advanced on the balance of
the  principal  sum  remaining  from  time to time unpaid at the rate of SIX AND
THIRTY  HUNDREDTHS PERCENT (6.30%) per annum (the "BASE INTEREST RATE") subject,
however,  to  the provisions of PARAGRAPHS F AND O below. Interest only upon the
principal  amount outstanding and unpaid shall be computed at the aforesaid rate
and shall be paid on the first day of the month following the date hereof or, at
Holder's  option, on the date hereof.  Thereafter, interest shall be computed as
aforesaid  and  such  principal  and  interest  shall  be  payable  in  monthly
installments  of  Sixteen Thousand Eight Hundred Seventy-Nine and 95/100 Dollars
($16,879.95)  the first of which shall be due and payable on the first (1st) day
of  June,  2004  (the  "FIRST  MONTHLY  PAYMENT  DATE"),  and  the  succeeding
installments  of  which  shall  be  due and payable on the first day of each and
every  month thereafter, except that the entire unpaid balance of said principal
and all accrued interest shall be due and payable in full on the first (1st) day
of  May,  2014  (the  "MATURITY  DATE").  All terms not otherwise defined herein
shall  have  the  same  meanings  as  set  forth  in the Mortgage (as defined in
PARAGRAPH  C  below).  The  following  terms  and provisions shall apply to this
Note:

     A.     All  interest referred to and payable pursuant to this Note shall be
calculated  on  the  basis of a three hundred sixty (360) day year consisting of
twelve  (12)  thirty  (30)  day months. So long as no Event of Default occurs or
exists  all  monthly  payments  on account of the indebtedness evidenced by this
Note,  or  otherwise  pursuant  to  this Note, shall be applied in the following
order:  (i) first to late charges; (ii) second to the repayment of monies as may
be  advanced by Holder under the Mortgage, defined below, with interest thereon,
until  such  monies  are  fully  repaid, (iii) third to the payment of any costs
(including  attorneys'  fees) incurred by Holder in enforcing collection hereof;
(iv)  fourth  to  interest on the unpaid principal balance of this Note; and (v)
fifth  to  the  unpaid principal balance of this Note.  In the event an Event of
Default  occurs  or exists Holder shall have the absolute right to apply any and
all  monthly  payments on account of the indebtedness evidenced by this Note, or
otherwise  pursuant  to  this Note may be applied in any order that Holder deems
appropriate,  in its sole and absolute discretion.  The obligations of this Note
and  the Original Note, as defined in Paragraph C, are intended to be pari passu
obligations.

     B.     Unless  and  until Maker is otherwise notified in writing by Holder,
all  monthly  payments due on account of the indebtedness evidenced by this Note
shall  be  made  by  electronic  funds transfer debit transactions utilizing the
Automated  Clearing House ("ACH") network of the U.S. Federal Reserve System and
shall be initiated by Holder from Maker's account (as shall have been previously
established  by  Maker  and  approved by Holder) at an ACH member bank (the "ACH
ACCOUNT") for settlement on the first day of each month as provided hereinabove;
provided, however, that if the first day of any such month is a Saturday, Sunday
or holiday, then settlement shall be made on the immediately following day which
is  not  a  Saturday,  Sunday  or  holiday.  Maker  hereby  authorizes Holder to
electronically  initiate  the  transfer of all monthly payments required on this
Note by Automated Clearing House transfer of funds from the following ACH member
bank:


<PAGE>


                          Attn:  Randy  Gudawkas
                                 ---------------

                          ABA  No:  XXXXXXXXX
                                    ---------

                          ACH  Account  No:  XXXXX-XXXXX
                                             -----------

                          ACH  Account  Name: Griffin  Land  &  Nurseries,  Inc.
                                              ----------------------------------


     Maker  shall,  prior  to  each  payment  due  date, deposit and/or maintain
sufficient funds in the ACH Account to cover all debit transactions initiated or
to  be  initiated  hereunder  by  or  for  Holder.

     Concurrently  with  the  delivery  of  this  Note,  Maker  has executed and
delivered  written authorization to Holder to effect the foregoing and will from
time to time execute and deliver further authorization to effect payment through
Automated  Clearing  House transfer. Maker has delivered to Holder, concurrently
with  or  prior  to  Maker's execution and delivery of this Note, a voided blank
check  or  a  pre-printed  deposit form for such ACH Account showing Maker's ACH
Account  number with the ACH member bank and showing the ACH member bank routing
number.

     Notwithstanding  the  foregoing  regarding  the ACH member bank and the ACH
network  system,  any  failure,  for  any reason (other than a reason completely
outside the control of Maker), of the ACH network system or any electronic funds
transfer  debit  transaction  to  be  timely or fully completed shall not in any
manner  relieve Maker from its obligations to promptly, fully and timely pay and
make  all payments or installments provided for under this Note when due, and to
comply  with  all  other  of  Maker's  obligations  under this Note or any other
documents  evidencing  or  securing  the  Note; or relieve Maker from any of its
obligations to pay any late charges due or payable under the terms of this Note.
Any  failure of the ACH network system or of any electronic funds transfer debit
transaction  to  timely  or  fully  complete  any payment due hereunder which is
completely  outside  the control of Maker shall not cause Maker to be in default
hereunder  nor  allow for the imposition of any late charges or default interest
unless Maker does not cause such payment to be made within two (2) business days
after  being notified of such failure.  Maker shall provide Holder with at least
ten (10) days prior written notice of any change in the ACH information provided
above  and  Maker  shall  not  change  ACH  member banks without first obtaining
Holder's  written  approval.

     C.     This  Note is secured by, among other things, that certain Mortgage,
Security  Agreement,  Financing  Statement  and  Fixture  Filing  with  Absolute
Assignment  of  Rents  and  Leases  dated  September  17,  2002  (the  "ORIGINAL
MORTGAGE")  executed by Maker, as grantor, to secure Maker's Secured Installment
Note  dated September 17, 2002 in the original principal amount of $7,675,000.00
(the  "ORIGINAL  NOTE")  and  encumbering certain real and personal property and
other  rights  and  improvements,  as  more  particularly described therein (the
"MORTGAGED  PROPERTY"),  as  amended  by  First  Amendment  of Mortgage and Loan
Documents  dated  as  of  April __, 2004 (the "FIRST MORTGAGE MODIFICATION"; and
such  Original  Mortgage,  as  so modified, the "MORTGAGE").  In the event Maker
fails to pay any payment of principal or interest or both under this Note or the
Original  Note  on  the date the same is due, or if any other or further default
occurs  or exists under this Note, the Original Note, the Mortgage, or under any
other agreement, document or instrument executed, delivered or given to evidence
or  secure  this  Note  or  the Original Note or any sums advanced in connection
herewith or therewith (the Mortgage, this Note, the Original Note, and all other
such  agreements,  documents, and instruments are herein collectively called the
"LOAN  DOCUMENTS"),  or  if  any  Event of Default occurs or exists, or upon the
filing  by  Maker  of any petition for bankruptcy, reorganization or arrangement
pursuant  to  federal  or  state  law, or the consent to or acquiescence in such
filing  by  or  with  respect  to  Maker, then this Note shall be in default and
Holder  may,  without  notice to Maker, accelerate the maturity of this Note and
the  Original  Note;  provided,  however,  in  the  event  of  the filing of any
involuntary  petition  for bankruptcy, reorganization or arrangement pursuant to
federal or state law with respect to Maker to which Maker does not consent to or
acquiesce,  Maker  shall  have  a  sixty  (60)  day period in which to cure such
default  and  in the event Maker does not cure within said sixty (60) day period
then  Holder may, without notice to Maker, accelerate the maturity of this Note.
Upon acceleration, the entire unpaid principal balance plus all accrued interest
thereon, and any Prepayment Premium (defined below) and/or late charges provided
for  in  this  Note  and in the Original Note, shall, regardless of the Maturity
Date  specified hereinabove or the maturity date specified in the Original Note,
at  the option of Holder, be and become immediately due and payable, without any
further  notice  or  demand,  such  notice  and  demand  being expressly waived,
anything  contained herein, in the Mortgage, in any other of the Loan Documents,
or  in  any other instrument now or hereafter securing this Note or the Original
Note  to the contrary notwithstanding. Said option shall continue until all such
defaults  have  been  cured.

     D.     The  principal of the indebtedness evidenced by this Note may not be
prepaid  in  whole  or  in  any  part  except  as  specifically provided in this
paragraph.

     (1)      Maker  agrees  that  Maker  is  absolutely  and  unconditionally
prohibited  from  prepaying  all  or  any  portion  of  the  principal  of  the
indebtedness  evidenced by this Note prior to November 1, 2007. Thereafter, upon
at  least  thirty  (30)  days  prior  written  notice  to  Holder of the Maker's
intention  to  prepay this Note, and provided that Maker shall not be in default
hereunder  and no Event of Default (as defined in the Mortgage) has occurred and
is continuing, and Maker shall not have caused or permitted to occur or exist an
event  which  with  the  giving of notice or the passage of time (or both) would
constitute,  ripen  into  or  result in a default under this Note or an Event of
Default, Maker shall have the privilege of prepaying all (but not less than all)
of  the  unpaid  principal  balance  and  all  accrued  interest  of  and on the
indebtedness evidenced by this Note on any monthly installment payment due date,
provided  that  Maker shall also pay a prepayment premium ("PREPAYMENT PREMIUM")
equal  to the greater of: (a) one percent (1%) of the then outstanding principal
              -------
balance  of  the  indebtedness  evidenced  by  this  Note;  or  (b)  the  "YIELD
MAINTENANCE  PREMIUM,"  which  shall  be  defined  as being equal to the present
value,  discounted  at  the yield of the 13.25% Treasury bond or note due May 1,
2014  (or  similar  issue if this issue is no longer traded), as reported in The
                                                                             ---
Wall  Street  Journal  on  the fifth (5th) business day preceding the prepayment
---------------------
date  for  the  number  of  months remaining between the prepayment date and the
Maturity  Date,  of a series of payments equal in number to the number of months
from  the  prepayment date to the Maturity Date where the amount of each payment
is equal to (i)  the product obtained by multiplying  the difference obtained by
subtracting the yield to maturity on the above-stated Treasury bond or note from
the  Base  Interest  Rate  of  this  Note (but not below zero), times the unpaid
principal balance evidenced by this Note on the day of and immediately preceding
prepayment,  (ii)  divided  by  twelve  (representing  12  months).

(2)     A  "LOAN YEAR" shall be a period of twelve consecutive months, the first
of  which  shall  commence on the due date of the first installment of principal
and  interest  hereunder  (and the first Loan Year also shall include the period
from  the  date  hereof  until  such  date), and each succeeding Loan Year shall
commence  on  the  anniversary  of  such  date.

     (3)     Once  Maker  notifies  Holder  of  Maker's  intention  to  make any
prepayment  permitted  under the foregoing provisions of this PARAGRAPH D, Maker
agrees  to  and shall be required to make the prepayment in accordance with such
provisions.  Maker's  failure  to  do  so  shall constitute a default under this
Note.


<PAGE>
     (4)     The  Prepayment  Premium  required  to  be  paid  hereunder  is  to
compensate  Holder,  and its successors and assigns, for the loss of interest it
would  otherwise  earn on the principal hereof if such principal were allowed to
remain outstanding, and for the cost incurred in connection with reinvestment of
principal  so  prepaid at an earlier date than the Maturity Date. Any prepayment
specified  in  the  notice of intention to prepay referred to above shall become
due  and  payable at the time provided in said notice (provided that such notice
shall  be  given  in  accordance  with  the terms of this Note). Notwithstanding
anything  to  the  contrary  above,  the  Prepayment  Premium  shall  be payable
regardless  of whether or not the indebtedness evidenced by this Note is prepaid
voluntarily  or  involuntarily or as the result of the exercise by Holder of any
one  or  more  of  its rights and/or remedies on any Event of Default under this
Note,  the  Mortgage  or  any  other  Loan  Documents  or during any period when
prepayment  is  either not permitted, or is conditionally permitted (except that
no  Prepayment Premium shall be payable on involuntary prepayments by reason of:
application of the proceeds of any proceedings in eminent domain, or proceedings
in  lieu  thereof,  or of the proceeds of fire or other casualty insurance or by
operation  of  Section  7.01  of  the Mortgage). Holder shall not be required to
accept, negotiate about or consider any prepayment or tendered prepayment unless
and  until  all  terms  and  conditions of this Note have been strictly complied
with.

     (5)     If  upon  default  by  Maker hereunder or under the Mortgage and/or
other  Loan  Documents and following the acceleration of the maturity hereof, as
herein  provided,  a  tender  of  payment of the amount necessary to satisfy the
indebtedness  evidenced  hereby  is  made  by Maker, or by anyone on its behalf,
prior  to  a  foreclosure  sale  or trustee's sale held under or pursuant to the
Mortgage,  such  tender  shall be deemed to constitute an evasion of the payment
terms  hereof  and  shall  be  deemed  to be a prepayment hereunder and any such
prepayment shall also include the Prepayment Premium required above in this Note
in  connection  with prepayment, or if, at that time, there be no such privilege
of  prepayment  such payment shall also include a premium for such prepayment in
an  amount which is the greater of (a) five percent (5%) of the then outstanding
principal  balance of this Note, or (b) the Yield Maintenance Premium determined
in  accordance  with  PARAGRAPH  D(1)(B)  above.

     BY  INITIALING  BELOW, MAKER EXPRESSLY ACKNOWLEDGES, AGREES AND UNDERSTANDS
THAT,  PURSUANT  TO  THE  TERMS OF THIS NOTE, MAKER HAS AGREED THAT MAKER HAS NO
RIGHT  TO  PREPAY  THIS  NOTE IN WHOLE OR IN PART FOR THE APPLICABLE PERIOD (THE
"CLOSED  PERIOD")  SET  FORTH  ABOVE IN THIS NOTE; THAT AFTER SUCH CLOSED PERIOD
MAKER  HAS  NO  RIGHT TO PREPAY THIS NOTE IN WHOLE OR IN PART WITHOUT PREPAYMENT
PREMIUM EXCEPT ONLY AS OTHERWISE EXPRESSLY PROVIDED IN THIS NOTE; AND THAT MAKER
SHALL  BE  LIABLE  FOR  THE  PAYMENT OF A PREMIUM FOR PREPAYMENT OF THIS NOTE ON
ACCELERATION  OF  THIS  NOTE  IN  ACCORDANCE  WITH  ITS  TERMS.  FURTHERMORE, BY
INITIALING  BELOW,  MAKER  EXPRESSLY  ACKNOWLEDGES,  AGREES AND UNDERSTANDS THAT
HOLDER  HAS  MADE THE LOAN EVIDENCED BY THIS NOTE IN RELIANCE ON SUCH AGREEMENTS
OF  MAKER  AND  HOLDER  WOULD  NOT  HAVE MADE SUCH LOAN WITHOUT SUCH AGREEMENTS.

                                                                      /S/AG
                                                                   -------------
                                                               Maker's  Initials

     E.     This Note is given for an actual loan in the above amount and is the
promissory  note  or  note  referred to in and secured by the Mortgage (together
with  the  Original  Note  which  is  also  secured by the Mortgage). All of the
agreements,  conditions  and covenants contained in the Mortgage which are to be
kept  and performed by the Maker are hereby made a part of this Note to the same
extent  and  with  the  same  force  and  effect as if they were fully set forth
herein,  and  the  Maker covenants and agrees to keep and perform them, or cause
them  to  be  kept  and  performed,  strictly  in  accordance  with their terms.

F.     After  the  Maturity  Date,  and/or  upon  and  after  the  occurrence or
existence  of  any Event of Default under this Note, the Mortgage, or any of the
other  Loan  Documents  (including,  without  limitation, any failure to pay any
monthly  payment of principal, interest or any other sums on the date due), each
and  every  payment of principal, accrued interest and other sums (including the
entire  unpaid  principal  balance of the indebtedness evidenced by this Note in
the  event  of an acceleration of this Note), shall bear interest at the rate of
fifteen  percent  (15%)  per  annum  (the  "DEFAULT  RATE")  until paid in full.

     G.     The  Maker  recognizes  that  default  by  the  Maker  in making the
payments  herein  agreed to be paid when due will result in the Holder incurring
damages, consisting of, among other things, the incurrence of additional expense
in servicing the Loan Documents, loss to the Holder of the use of the money due,
and  frustration  to  the  Holder  in  meeting  its other financial commitments.
Therefore,  the  Maker  agrees  that, if, for any reason, the Maker fails to pay
when  due  any  payment  due  under  this  Note  or  under any of the other Loan
Documents,  then  the  Holder  shall  be entitled to a payment on account of the
damages  and detriment caused thereby.  The parties hereto acknowledge, however,
that  it  is extremely difficult and impractical to ascertain the extent of such
damages;  accordingly, the Maker agrees that, if the Maker fails to pay when due
any  payment  due under this Note or under any of the other Loan Documents, then
the  Maker  shall pay to the Holder, promptly upon the Holder's demand therefor,
an  amount  equal  to  five cents ($0.05) for each dollar ($1.00) overdue, which
amount  the parties hereto agree represents a reasonable estimate of the damages
sustained  by  the  Holder.

     H.     Time  is  of  the essence hereof and of every payment, obligation or
duty  to  be  performed  or  paid  on  the  part  of  Maker.

     I.     Maker  agrees  that  if, and as often as, this Note is placed in the
hands  of  an  attorney  for  collection or to defend or enforce Holder's rights
hereunder  or  under any instrument securing payment hereof, whether or not suit
be  brought, the Maker will pay to Holder its reasonable attorneys' fees and all
court  costs  and  other  fees  and  expenses  incurred  in connection therewith
including,  without  limitation,  any  professional  or  expert  witness  fees.

     J.     If  Holder  advances  funds  as  provided  under the Loan Documents,
including,  but  not  limited  to,  advances  to  pay  taxes accrued against the
Mortgaged  Property  or  advanced funds to protect the Mortgaged Property or any
collateral  securing  this  Note,  such  advances  shall  be added to the unpaid
principal balance of this Note and shall accrue interest at the Default Rate and
shall  be  and  become  immediately  due  and  payable without notice or demand.

     K.     Maker,  any  and  all  guarantors and endorsers hereof and all other
persons  who  may  be or become liable for all or any part of the obligations or
debts hereunder severally waive demand, presentment for payment, protest, notice
of  protest,  notice  of nonpayment and notices of every kind and also waive any
suretyship  and  guaranty/guarantor  defenses generally. Said parties consent to
any  extension  of  time  (whether  one or more) of payment of this Note, or the
release  of  any party liable for payment or partial payment of this obligation.
Any  extension  or  release  may be made without notice to any party and without
discharging  said  party's  liability  hereunder.

     L.      All  notices  to  be given by Holder to Maker or by Maker to Holder
pursuant  to  this  Note  shall  be  sufficient  if either (a) mailed by postage
prepaid,  U.S.  certified  or  registered mail, return receipt requested, or (b)
delivered  to  a  nationally  recognized  overnight  delivery  service,  to  the
following described addresses of the parties hereto, or to such other address as
a  party  may request in writing: (1) If to Maker, then at its address first set
forth  above in this Note; and (2) if to Holder, then to 5400 University Avenue,
West  Des Moines, Iowa 50266, Attn: Real Estate and Commercial Mortgage Manager;
with  a  copy to Morain, Burlingame & Pugh, P.L.C., 5400 University Avenue, West
Des  Moines,  Iowa  50266.  Any time period provided in the giving of any notice
hereunder shall commence upon, and any notice given in accordance herewith shall
be  effective  upon,  the  date such notice is deposited in the mail or upon the
date  delivered  to  said  overnight  delivery  service,  as  the  case  may be.

     M.     Holder shall not be deemed, by any act of omission or commission, to
have  waived  any  of  its rights or remedies hereunder unless such waiver is in
writing  and  signed by the Holder, and then only to the extent specifically set
forth  in  the  writing.  A  waiver  with  reference  to  one event shall not be
construed  as continuing or as a bar to or waiver of any right or remedy as to a
subsequent  event.

     N.     The  remedies  of Holder, as provided herein, in the Mortgage and in
the  other  Loan  Documents  are  not  exclusive  and  such  remedies, and those
otherwise available in law or equity, shall be cumulative and concurrent and may
be  pursued  singularly,  successively  or  together,  at the sole discretion of
Holder,  and may be exercised as often as occasion therefor shall occur; and the
failure to exercise any such right or remedy shall in no event be construed as a
waiver  or  release  thereof.

     O.     Notwithstanding  anything  to  the  contrary contained in this Note,
Maker shall not be obligated to pay, and Holder shall not be entitled to charge,
collect,  receive,  reserve,  or  take,  interest  (it  being  understood  that
"interest"  shall be calculated as the aggregate of all charges which constitute
interest  under  applicable  law  that  are  contracted  for, charged, reserved,
received,  or  paid)  in excess of the maximum non-usurious interest rate, as in
effect  from  time  to  time,  which  may  be charged, contracted for, reserved,
received, or collected by Holder in connection with this Note and the other Loan
Documents  (such rate, the "HIGHEST LAWFUL RATE").  During any period of time in
which  the  interest  rates  specified  herein  exceed  the Highest Lawful Rate,
interest  shall accrue and be payable at the Highest Lawful Rate; provided that,
if  the  interest  rates  decline  below the Highest Lawful Rate, interest shall
continue  to  accrue and be payable at the Highest Lawful Rate (so long as there
remains  any  unpaid  principal with respect to the loan evidenced hereby) until
the  interest  that  has been paid equals the amount of interest that would have
been  paid  if  interest  had  at  all  times  accrued  and  been payable at the
applicable interest rates specified herein.  If, for any reason, Holder receives
anything  of  value  as  interest  or anything deemed interest by applicable law
under  this  Note, any of the other Loan Documents, or otherwise that results in
Holder  receiving  interest  in  an amount in excess of the Highest Lawful Rate,
then  the  amount  of  such  excess  shall  be  applied  to the reduction of the
principal  amount  owing  hereunder  or  on account of any other indebtedness of
Maker to Holder, and not to the payment of interest.  If, however, the amount of
such excess exceeds the unpaid principal balance of all indebtedness of Maker to
Holder  such  amount  shall be refunded to Maker.  In determining whether or not
the interest paid or payable with respect to any indebtedness of Maker to Holder
exceeds  the  Highest Lawful Rate, Maker and Holder shall, to the maximum extent
permitted  by  applicable law:  (i) characterize any non-principal payment as an
expense,  fee  or  premium  rather  than  as  interest;  (ii)  exclude voluntary
prepayments  and  the  effects  thereof;  (iii)  amortize, prorate, allocate and
spread  the  total  amount  of  interest  throughout  the  actual  term  of such
indebtedness  so  that  it  does  not  exceed  the  maximum  amount permitted by
applicable  law; or (iv) allocate interest between portions of such indebtedness
so that, to the greatest extent possible, no such portion shall bear interest at
a  rate greater than the maximum rate permitted by applicable law.  For purposes
of  this Section, the term "APPLICABLE LAW" means the internal laws of the State
of  Connecticut,  but,  to  the  extent,  contrary  to the express intent of the
parties,  such  choice  of  law  is  found to be inapplicable to this Note, then
"APPLICABLE  LAW" shall mean that law in effect from time to time and applicable
to  this  loan transaction which lawfully permits the charging and collection of
the  highest  permissible,  lawful,  non-usurious  rate of interest on such loan
transaction  and  this  Note, and, to the extent controlling, laws of the United
States  of  America.

     P.     This  Note is to be governed by and construed in accordance with the
laws  of  the  State  of  Connecticut  (excluding  conflict  of  laws  rules).

Q.     In  case  any  one  or more of the provisions of this Note shall, for any
reason,  be  held  to be invalid, illegal, or unenforceable in any respect, such
invalidity,  illegality,  or  unenforceability  shall  not  affect  any  other
provisions  of  this  Note, and this Note shall be construed as if such invalid,
illegal,  or unenforceable provision had never been contained herein. If any one
or more of the provisions contained in this Note shall for any reason be held to
be  excessive  as  to  amount, time, duration, scope, activity, or subject, such
provisions  shall  be  construed  by limiting and reducing it so as to make such
provision  enforceable  to the extent compatible with the law applicable to this
Note.

     R.     Whenever  used herein, the singular number shall include the plural,
the  plural  the  singular  and  the  words "MAKER" and "HOLDER" shall be deemed
respectively  to  include  the  named  payor and payee under this Note and their
respective  successors  and  assigns.  The  term  "MAKER" also shall include any
other  person who at any time owns all or any portion of the Mortgaged Property,
but  nothing herein shall authorize Maker to sell, transfer or convey all or any
portion  of  the Mortgaged Property excepted as may be expressly permitted under
the  Mortgage.

     S.     All  amounts  due  and payable hereunder shall be due and payable as
provided  herein but without any offset, deduction, decrease or hold-back of any
kind  for  any  reason.

     T.     (1)     Anything  contained  in  any  provision  of this Note to the
contrary notwithstanding (but subject to subparagraph (2) of this paragraph), if
any  foreclosure  proceeding  is brought under the provisions of the Mortgage or
otherwise  to  enforce  such  provisions  or  those of this Note, or if Maker is
otherwise  in  default under this Note, Holder shall not be entitled to take any
action  to  procure  any  money deficiency judgment or deficiency decree against
Maker,  it being understood and agreed that Holder's recourse hereunder shall be
limited  to  Maker's  interest in the land, improvements, furnishings, fixtures,
equipment  and  other  real  and  personal  property encumbered by or on which a
security  interest,  lien  or  encumbrance  is  granted or taken pursuant to the
Mortgage  and  other  Loan  Documents, as well as to the enforcement of the lien
created  by  the  Mortgage  and  other Loan Documents, and to the collateral and
other  security  held  by  the  Holder;  provided,  however, that nothing in the
                                         --------   -------
provisions  of  this  paragraph  shall  be  deemed to limit, alter or impair the
enforceability  of  the  rights and remedies of Holder under the Mortgage and/or
any  other  Loan  Documents,  against  the Mortgaged Property (as defined in the
Mortgage), or against any other property which may from time to time be given to
Holder as security for the performance of Maker's obligations hereunder or under
the  Mortgage  or  any  other  Loan  Document.

     (2)     Notwithstanding  the  provisions  of  subparagraph  (1)  of  this
paragraph,  the provisions of this paragraph limiting Holder's recourse shall be
null  and void and of no force and effect and Maker and all Maker's assets shall
be  fully  liable for, and subject to, judgments, money deficiency judgments and
decrees  arising  from  and to the extent of any loss or cost, expense or damage
suffered  by  Holder as a result of or in connection with any one or more of the
following:

     (i)     Maker  applying  any  insurance  or condemnation proceeds otherwise
than  as  provided  under  the  Mortgage;

     (ii)     any  act  of  fraud  of  Maker  (or  any  trustee,  beneficiary,
shareholder,  member  or  general  partner of Maker) or any fraudulent statement
contained  herein,  in  the Mortgage or in any of the other Loan Documents or in
any  other agreement, certificate or instrument delivered pursuant thereto or in
connection  therewith;

     (iii)     any  material  misrepresentation  of  Maker  or  any  trustee,
beneficiary,  shareholder, member or general partner of Maker in connection with
the  Mortgaged  Property  or any material misrepresentation contained herein, in
the  Mortgage  or  in any of the other Loan Documents or in any other agreement,
certificate or instrument delivered pursuant thereto or in connection therewith;

     (iv)     Maker  collecting Rents (as defined in the Mortgage) more than one
(1)  month  in  advance  or  failing  to  apply  Rents in the manner and for the
purposes  provided  for in the Mortgage and in any other Loan Document; subject,
however,  to  the operation of Section 5.03 of the Mortgage, which may result in
Maker  being permitted to retain a portion of monthly Rents for its own account;

     (v)     Maker  misapplying  any  security deposits made under any Lease (as
defined  in  the  Mortgage);

     (vi)     Maker  failing  to comply with the Section 3.19 of the Mortgage or
any other provision thereof or of any other Loan Document relating to compliance
with  Applicable Environmental Laws and/or Legal Requirements (as such terms are
defined  in  the  Mortgage);

     (vii)     any  diminution  in  value of the Mortgaged Property arising from
the  waste  (either  actual  or  permissive)  of  Maker;

     (viii)     the  amount of any deductible amount under a policy of insurance
relating  to  the  Mortgaged  Property;

     (ix)     the  failure of Maker to maintain in effect any insurance required
under the Mortgage (except the failure to maintain earthquake insurance if Maker
is  otherwise in compliance with its obligations to maintain the other insurance
coverages  required  by  the Loan Documents); or the failure of Maker to pay any
taxes  and/or  assessments  required  to be paid under the Mortgage or under any
other Loan Documents (but only with respect to those taxes and assessments which
are  due  prior to the date that Holder acquires fee title to the Property); and
further  provided  that  any Rents received by Holder in excess of the scheduled
principal  and  interest  payments due under this Note shall be applied first to
any  unpaid  real estate taxes and other municipal assessments which are due and
payable  with  respect  to  the  Property;

     (x)     the  filing by Maker of any petition for bankruptcy, reorganization
or  arrangement  pursuant  to  federal  or  state  law,  or  the  consent  to or
acquiescence  in  such  filing  by  or  with respect to Maker, or if Maker shall
institute  any  proceeding  for  the  dissolution or liquidation of Maker, or if
Maker  shall  make  an  assignment  for  the  benefit  of  creditors;

     (xi)     Maker  making any payment to any person to the extent such payment
shall  be  deemed  to  be  a  fraudulent  conveyance  under  applicable  laws;

(xii)     Maker  making,  directly  or indirectly, any unauthorized transfers of
any  interest  in  the  Mortgaged  Property  as  provided  in  the  Mortgage;

(xiii)     Maker  making  any  unauthorized  amendments  to  Leases;  and

(xiv)     any  and  all  costs  and  expenses,  including  attorneys'  fees  and
expenses,  incurred  by  Holder in connection with the enforcement of any of the
foregoing  recourse  provisions.

     Further, nothing herein contained shall be deemed to limit, vary, modify or
amend  any  obligation  owed  to  Holder  under  that  certain  Environmental
Certification and Indemnity Agreement dated September 17, 2002 executed by Maker
and  Griffin  Land  &  Nurseries,  Inc.  ("Griffin  Land") in favor of Holder as
amended  by  the  First  Mortgage  Modification  (the  "Environmental  Indemnity
Agreement"), or that certain Guaranty dated September 17, 2002 executed by Maker
and  Griffin  Land  in  favor  of  Holder,  as  amended  by  the  First Mortgage
Modification  (the  "Guaranty").  Notwithstanding  the foregoing or subparagraph
                                                                    ------------
(vi) above, Holder agrees that if it has actual knowledge of the existence of an
 --
"Environmental  Condition"  (as  defined  below)  at  the time that Holder plans
either  to begin a foreclosure of the Mortgage or to seek to take control of the
Mortgaged  Property  by appointing a receiver, then prior to the Holder's filing
of  either  (1) a foreclosure complaint or (2) a motion for the appointment of a
receiver  in connection therewith, Holder shall have the option (to be exercised
in  its sole discretion) to provide a written offer to Maker and Griffin Land to
repay  the  loan  evidenced  by this Note and the loan evidenced by the Original
Note  in  full  within thirty (30) days of delivery of such written offer.  Such
repayment  shall  be  accompanied  by  a  prepayment fee equal to 1% of the then
outstanding  balance  of the loan evidenced hereby and by the Original Note.  In
the  event  that  Holder  tenders  such  an  offer,  the Environmental Indemnity
Agreement of Griffin Land and Maker shall remain fully effective (whether or not
Griffin  Land  or  Maker  so  repays the loan) and shall survive such repayment;
provided,  however,  that  if  Holder  fails  to  tender such an offer under the
--------   -------
circumstances described above, the environmental indemnity agreements of Griffin
Land  and  Maker  in  the Environmental Indemnity Agreement and Mortgage Section
3.19(l)  shall no longer apply with respect to the Environmental Condition only,
but  shall  remain  in  full  force  and  effect  as  to all other environmental
conditions  and  all  other  liabilities  contained  in  any loan documents.  As
utilized  herein,  "Environmental Condition" shall mean any environmental spill,
release,  contamination  or  other  environmental  condition with respect to the
property encumbered by the Mortgage which (i) occurs after the date hereof, (ii)
has  not  been  caused or permitted by Maker or Griffin Land; and (iii) of which
Holder  has  actual  knowledge.

     U.     This  Note  (and, to the extent referred to herein, the Mortgage and
the other Loan Documents) constitutes the full and complete integrated agreement
with  respect  to  the  subject  matter  hereof  and  supersedes  any  prior  or
contemporaneous  oral or written agreements, including, but not limited to, that
certain  commitment  letter  dated December 9, 2003 from Holder to L.J. Melody &
Company  as  modified  and  supplemented (collectively the "COMMITMENT LETTER").
Maker  acknowledges  that the Commitment Letter may contain terms and provisions
different  than  or in addition to those set forth in this Note, the Mortgage or
the  other  Loan  Documents  and  that this Note, the Mortgage or the other Loan
Documents  may  contain  provisions  not  set forth in the Commitment Letter. By
signing  this  Note, Maker agrees that any such different or additional terms or
provisions  are  superseded by the provisions of this Note, the Mortgage and the
other  Loan  Documents (except that nothing in the foregoing shall supersede any
provisions  of  the  Commitment  Letter  obligating Maker to pay or reimburse to
Holder any fees, deposits, costs or expenses in connection with the loan made by
Holder  to Maker that is evidenced by this Note and such provisions shall remain
binding  on  Maker).

     V.     By  signing  below, Maker acknowledges receiving a copy of this Note
and acknowledges receiving a copy of all documents signed by Maker in connection
with  this  Note.

     W.     This  instrument  may  be  executed  in  several counterparts, which
together  shall  constitute  but  one  and  the  same  instrument.

     X.     THE  PARTIES  HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY
TO  CONSULT  WITH  COUNSEL,  KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY
RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT
OF  THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY
OF  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  ANY COURSE OF CONDUCT, DEALING,
STATEMENTS,  WHETHER  ORAL  OR WRITTEN, OR ACTION OF ANY PARTY HERETO.  NO PARTY
SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH
A  JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE  OR  HAS  NOT BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN
MODIFIED  IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN
INSTRUMENT  EXECUTED  BY  ALL  PARTIES.

IMPORTANT:   READ  BEFORE  SIGNING.  THE  TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY  BECAUSE  ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.  NO OTHER TERMS
OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
BORROWER  MAY  CHANGE  THE  TERMS  OF  THIS  AGREEMENT  ONLY  BY ANOTHER WRITTEN
AGREEMENT.  THIS  NOTICE  ALSO  APPLIES  TO  ANY OTHER CREDIT AGREEMENTS (EXCEPT
EXEMPT  TRANSACTIONS)  NOW  IN  EFFECT  BETWEEN  YOU  AND  THIS  HOLDER.

     Y.     MAKER HEREBY REPRESENTS, COVENANTS AND AGREES THAT IT IS ENGAGED
PRIMARILY IN COMMERCIAL PURSUITS, THAT THE PROCEEDS OF THIS NOTE SHALL BE USED
FOR GENERAL COMMERCIAL PURPOSES (AND NOT FOR ANY PERSONAL, FAMILY OR HOUSEHOLD
PURCHASE, ACQUISITION OR USE) AND THAT THE LOAN IS A "COMMERCIAL TRANSACTION"
WITHIN THE MEANING OF SECTION 52-278A(A) OF THE CONNECTICUT GENERAL STATUTES
(REV. 1958), AS AMENDED.

          MAKER AND EACH ENDORSER, GUARANTOR OR SURETY OF THIS NOTE HEREBY WAIVE
ALL RIGHTS TO NOTICE, PRIOR JUDICIAL HEARING OR COURT ORDER UNDER SECTION
52-278A ET SEQ. OF THE CONNECTICUT GENERAL STATUTES (REV. 1958) AS AMENDED OR
UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT
REMEDIES THE HOLDER MAY EMPLOY TO ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER.

      [Remainder of page intentionally left blank, signature page follows]

<PAGE>
     IN  WITNESS  WHEREOF, Maker has caused this Note to be signed and delivered
on  the  day  and  year  first  written  above.

                              MAKER:

                              TRADEPORT  DEVELOPMENT  I,  LLC

                              By:     River  Bend  Associates,  Inc.,
                                      its  Sole  Member


                                      By:/S/ANTHONY  GALICI
                                         ------------------
                                         Name:  Anthony  Galici
                                         Title:  Vice  President





STATE  OF  CONNECTICUT          )
                                )     ss.  HARTFORD
COUNTY  OF  HARTFORD            )


          The  foregoing instrument was acknowledged before me this 16TH day
                                                                    ----
of  April 2004, by Anthony J. Galici, the Vice-President of River Bend
                   -----------------      --------------
Associates, Inc., the Sole Member of TRADEPORT DEVELOPMENT I, LLC, on behalf of
said  limited  liability  company.



                                                        /S/THOMAS  M.  DANIELLS
                                                        -----------------------
                                                 Name:     Thomas  M.  Daniells
                                                           --------------------
                                                               Commissioner  of
                                                                Superior  Court


                  [SIGNATURE PAGE TO SECURED INSTALLMENT NOTE]

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


                 FIRST AMENDMENT OF MORTGAGE AND LOAN DOCUMENTS
                 ----------------------------------------------

     This FIRST AMENDMENT OF MORTGAGE AND LOAN DOCUMENTS (the "MODIFICATION
AGREEMENT") is made as of April 16, 2004 among TRADEPORT DEVELOPMENT I, LLC with
a place of business at 204 West Newberry Road, Bloomfield, Connecticut 06002
("MORTGAGOR"), GRIFFIN LAND & NURSERIES, INC., a Connecticut corporation with a
place of business at 204 West Newberry Road, Bloomfield, Connecticut 06002
("GUARANTOR"), and FARM BUREAU LIFE INSURANCE COMPANY with a place of business
at 5400 University Avenue, West Des Moines, Iowa ("MORTGAGEE").

                                    RECITALS

     A.     Mortgagor executed and delivered to Mortgagee a Secured Installment
Note in the amount of $7,675,000.00 dated September 17, 2002 (the "ORIGINAL
NOTE") secured by a Mortgage Deed, Security Agreement, Financing Statement and
Fixture Filing with Absolute Assignment of Rents and Leases now recorded in the
land records of the Town of Windsor in Volume 1345, Page 222 (the "MORTGAGE")
encumbering certain real property known as 20 & 25 International Drive, located
in the Town of Windsor, County of Hartford, and State of Connecticut, and more
particularly described on Schedule A attached hereto and made a part hereof (the
                          ----------
"PROPERTY") and an Absolute Assignment of Leases, Rents and Income now recorded
in the Land Records in Volume 1345, Page 269 dated September 17, 2002 (the
"ASSIGNMENT"), and certain other documents; and Mortgagor and Guarantor have
executed and delivered to Mortgagee that certain Environmental Certification and
Indemnity Agreement dated September 17, 2002 (the "ENVIRONMENTAL INDEMNITY") and
Guarantor executed and delivered to Mortgagee a Guaranty dated September 17,
2002 (the "GUARANTY") with respect to certain of Mortgagor's obligations under
the Loan Documents  (the Original Note, Mortgage, Assignment, Environmental
Indemnity, Guaranty and all other documents executed in connection with the
Original Note, collectively, the "LOAN DOCUMENTS");

     B.     Mortgagor, as landlord, and Westinghouse Electric Company, as
tenant, are parties to a Lease dated December 6, 2000, as amended by First
Amendment to Lease dated April 23, 2001 and Second Amendment to Lease dated
September 5, 2003 (the "WESTINGHOUSE LEASE"); references herein to the "ORIGINAL
WESTINGHOUSE LEASE" shall mean such Lease as amended by the First Amendment of
Lease.

     C     The parties have agreed to (i) increase the amount of the loan
secured by the Mortgage by an additional $1,500,000.00 and to advance the
additional sum of $1,500,000.00 to the Mortgagor pursuant to that certain loan
commitment dated December 9, 2003 and accepted December 17, 2003 (the
"COMMITMENT"), (ii) to evidence such additional loan amount by Mortgagor's
execution and delivery of a secured installment note in such amount (the
"$1,500,000.00 NOTE") (the Original Note and the $1,500,000.00 Note, the
"NOTES") and (iii) modify the Loan Documents to reflect the foregoing matters
and to address certain related matters;

     D.     In furtherance of the foregoing, the Mortgagor has agreed to execute
and deliver the $1,500,000.00 Note and the parties have agreed to amend the Loan
Documents.  The term "LOAN" as used herein shall mean the original loan of
$7,675,000.00 and the new loan of $1,500,000.00;

     NOW, THEREFORE, in consideration of the terms and conditions herein
contained and other good and valuable consideration, the receipt and adequacy of
which the parties hereby acknowledge, the parties hereto covenant and agree as
follows:

     1.     DEFINED TERMS.  All capitalized terms used in this Modification
            -------------
Agreement which are not defined herein shall have the meanings ascribed to those
terms in the Mortgage.

     2.     MORTGAGE AMENDMENTS.
            -------------------

          2.1     The definition of "INDEBTEDNESS SECURED HEREBY" in Section
1.09 of the Mortgage is hereby amended and restated as follows:

               "(a) "INDEBTEDNESS SECURED HEREBY" means the payment of that
certain Secured Installment Note (the "Note") dated September 17, 2002, executed
by Mortgagor, as Maker or Mortgagor, to the order of Mortgagee, as Holder, in
the original principal amount of Seven Million Six Hundred Seventy-Five Thousand
and 00/100 Dollars ($7,675,000.00), with interest thereon and all other sums
payable thereunder according to the terms and conditions thereof, together with
any replacements, substitutions, modifications, amendments, extensions or
renewals thereof and payment of that certain Secured Installment Note (the
"$1,500,000 NOTE") dated April 16, 2004 in the original principal amount of One
Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) with interest
thereon and other sums payable thereunder according to the terms and conditions
thereof, together with any replacements, substitutions, modifications,
amendments, extensions and renewals (collectively, the "INDEBTEDNESS"); and (b)
payment to Mortgagee, its successors and assigns, at the times demanded and with
interest at the applicable Default Rate (as defined in the Note and the
$1,500,000 Note), to accrue from the date of advance, of all sums advanced, if
any, in protecting the interests of Mortgagee under this Mortgage and any and
all other Loan Documents and payment of insurance premiums covering
Improvements, and payment of principal and interest on prior liens, and payment
of expenses and attorneys' fees and professionals' fees herein provided for and
payment of any fees herein provided of any and all sums advanced under this
Mortgage from time to time."

          2.2     The definition of "OBLIGATIONS" in Section 1.17 of the
Mortgage is hereby amended and restated as follows:

               "'OBLIGATIONS' means any and all of the covenants, warranties,
representations and other obligations (other than to repay the Indebtedness
Secured Hereby) made or undertaken by Mortgagor or any other Person or Mortgagee
as set forth in the Loan Documents, inclusive of the $1,500,000 Note and the
First Amendment of Mortgage and Loan Documents dated as of April 16, 2004
among Mortgagee, Mortgagor and Griffin Land and Nurseries, Inc."

          2.3     Article II of the Mortgage is hereby amended as follows in
order to extend the lien of this Mortgage to secure the additional obligations
and indebtedness of Mortgagor:

               "Mortgagor hereby does GIVE, GRANT, BARGAIN, SELL AND CONFIRM to
Mortgagee, its successors and assigns forever, WITH MORTGAGE COVENANTS, the
Mortgaged Property (other than the Personalty), and grants to Mortgagee a
security interest in and the Personalty for the purpose of securing, in such
order of priority as Mortgagee may elect, payment and performance of the
obligations set forth below, which payment and performance shall be THE
CONDITION OF THIS DEED:

               (a)     Payment of that certain Security Installment Note (the
"NOTE") of even date herewith, executed by Mortgagor, as Maker or Mortgagor, to
the order of Mortgagee, as Holder, in the original principal amount of Seven
Million Six Hundred Seventy-Five Thousand and 00/100 Dollars ($7,675,000.00)
having a maturity date of October 1, 2017 with interest thereon and all other
sums payable thereunder according to the terms and conditions thereof, together
with any replacements, substitutions, modifications, amendments, extensions or
renewals thereof.

               (b)     Payment of the $1,500,000 Note of even date herewith,
executed by Mortgagor, as Maker or Mortgagor, to the order of Mortgagee, as
Holder, in the original principal amount of One Million Five Hundred Thousand
and 00/100 Dollars ($1,500,000.00) having a maturity date of May 1, 2014 with
interest thereon and all other sums payable thereunder according to the terms
and conditions thereof, together with any replacements, substitutions,
modifications, amendments, extensions or renewals thereof.

               (c)     Payment to Mortgagee, its successors and assigns, at the
times demanded and with interest at the Default Rate (as defined in the Note and
the $1,500,000 Note), to accrue from the date of advance, of all sums advanced,
if any, in protecting the interests of Mortgagee under this Mortgage and any and
all other Loan Documents and payment of insurance premiums covering
Improvements, and payment of principal and interest on prior liens, and payment
of expenses and attorneys fees and professionals' fees herein provided for, and
any and all sums advanced under this Mortgage from time to time.

               (d)     Performance and payment in full when due of all of the
Obligations.

     TO HAVE AND TO HOLD the above granted and bargained Mortgaged Property,
with the privileges and appurtenances thereof, unto the said Mortgagee, and its
successors and assigns forever, to its and their own proper use and behoof.

     PROVIDED HOWEVER, THE CONDITION OF THIS DEED is such that if Mortgagor
shall pay, or cause to be paid, to Mortgagee the Indebtedness Secured Hereby at
the time and in the manner stipulated herein, and in the Note and the $1,500,000
Note, and shall pay and perform all of the Obligations, including, but not
limited to payment of all sums under any of the Loan Documents, and no default
or Event of Default hereunder shall then exist, then the estate, right, title
and interest of the Mortgagee in the Mortgaged Property shall cease, terminate
and become void, and upon proof being given to the satisfaction of Mortgagee
that the Indebtedness Secured Hereby has been paid or satisfied, and all of the
Obligations paid and performed, and upon payment of all other fees, costs,
charges, expenses and liabilities chargeable or incurred or to be incurred by
Mortgagee, Mortgagee shall, upon receipt of the written request of Mortgagee,
release and visit the Mortgage of record (but the provisions of Section 3.19
below shall survive any such release or discharge)."

3.     NOTE AMENDMENT.  The Original Note is hereby amended as follows:
       --------------

3.1     Paragraph C of the Note is hereby amended and restated as follows:

     "This  Note  is  secured  by,  among  other  things, that certain Mortgage,
Security  Agreement,  Financing  Statement  and  Fixture  Filing  with  Absolute
Assignment  of  Rents  and  Leases  dated  September  17,  2002  (the  "ORIGINAL
MORTGAGE")  executed  by  Maker,  as  grantor,  to  secure this Note and Maker's
Secured  Installment  Note dated April 16, 2004 in the original principal amount
of  $1,500,000.00  (the  "$1,500,000  NOTE")  and  encumbering  certain real and
personal  property  and  other  rights  and  improvements,  as more particularly
described  therein  (the  "PROPERTY"), as amended by First Amendment of Mortgage
and  Loan  Documents  dated  as  of  April  16,  2004  (the  "FIRST  MORTGAGE
MODIFICATION";  and such Original Mortgage, as so modified, the "MORTGAGE").  In
the  event Maker fails to pay any payment of principal or interest or both under
this Note or the $1,500,000 Note on the date the same is due, or if any other or
further  default  occurs  or  exists  under  this Note, the $1,500,000 Note, the
Mortgage,  or  under  any  other  agreement,  document  or  instrument executed,
delivered or given to evidence or secure this Note or the $1,500,000 or any sums
advanced  in  connection  herewith  or  therewith  (the Mortgage, this Note, the
$1,500,000  Note,  and all other such agreements, documents, and instruments are
herein  collectively  called  the  "LOAN DOCUMENTS"), or if any Event of Default
occurs  or  exists,  or upon the filing by Maker of any petition for bankruptcy,
reorganization  or  arrangement pursuant to federal or state law, or the consent
to  or  acquiescence  in such filing by or with respect to Maker, then this Note
shall  be  in  default  and  Holder may, without notice to Maker, accelerate the
maturity  of  this Note and the $1,500,000 Note; provided, however, in the event
of  the  filing  of  any  involuntary petition for bankruptcy, reorganization or
arrangement  pursuant  to  federal  or  state law with respect to Maker to which
Maker does not consent to or acquiesce, Maker shall have a sixty (60) day period
in  which  to cure such default and in the event Maker does not cure within said
sixty  (60)  day period then Holder may, without notice to Maker, accelerate the
maturity  of  this  Note. Upon acceleration, the entire unpaid principal balance
plus  all  accrued  interest thereon, and any Prepayment Premium (defined below)
and/or late charges provided for in this Note and in the $1,500,000 Note, shall,
regardless  of  the  Maturity  Date  specified  hereinabove or the maturity date
specified  in the $1,500,000, at the option of Holder, be and become immediately
due  and  payable,  without any further notice or demand, such notice and demand
being expressly waived, anything contained herein, in the Mortgage, in any other
of the Loan Documents, or in any other instrument now or hereafter securing this
Note  or  the $1,500,000 Note to the contrary notwithstanding. Said option shall
continue  until  all  such  defaults  have  been  cured."

3.2     The first sentence of Paragraph E of the Note is hereby amended and
restated as follows:

     "This Note is given for the actual loan in the above amount and is the
promissory note or note referred to in and secured by the Mortgage (together
with the $1,500,000 Note which is also secured by the Mortgage)."

3.3     The last full paragraph of Paragraph T(2) is hereby amended and restated
as follows:

               "Further,  nothing  herein  contained  shall  be deemed to limit,
vary,  modify  or  amend  any  obligation  owed  to  Holder  under  that certain
Environmental  Certification and Indemnity Agreement dated of even date herewith
executed  by  Maker and Griffin Land & Nurseries, Inc. ("Griffin Land") in favor
of  Holder  as  amended  by  the First Mortgage Modification (the "Environmental
Indemnity  Agreement"),  or  that  certain  Guaranty dated of even date herewith
executed  by  Maker and Griffin Land in favor of Holder, as amended by the First
Mortgage  Modification  (the  "Guaranty").  Notwithstanding  the  foregoing  or
subparagraph  (vi)  above,  Holder agrees that if it has actual knowledge of the
------------   --
existence  of  an  "Environmental Condition" (as defined below) at the time that
Holder  plans  either  to begin a foreclosure of the Mortgage or to seek to take
control  of  the  Mortgaged Property by appointing a receiver, then prior to the
Holder's  filing  of  either (1) a foreclosure complaint or (2) a motion for the
appointment  of a receiver in connection therewith, Holder shall have the option
(to be exercised in its sole discretion) to provide a written offer to Maker and
Griffin  Land to repay the loan evidenced by this Note and the loan evidenced by
the  $1,500,00  Note in full within thirty (30) days of delivery of such written
offer.  Such  repayment  shall be accompanied by a prepayment fee equal to 1% of
the  then outstanding balance of the loan evidenced hereby and by the $1,500,000
Note.  In  the  event  that  Holder  tenders  such  an  offer, the Environmental
Indemnity  Agreement  of  Griffin  Land  and  Maker shall remain fully effective
(whether or not Griffin Land or Maker so repays the loan) and shall survive such
repayment; provided, however, that if Holder fails to tender such an offer under
           --------  -------
the  circumstances  described  above,  the environmental indemnity agreements of
Griffin  Land  and  Maker  in the Environmental Indemnity Agreement and Mortgage
Section  3.19(l)  shall  no  longer  apply  with  respect  to  the Environmental
Condition  only,  but  shall  remain  in  full  force and effect as to all other
environmental  conditions  and  all  other  liabilities  contained  in  any loan
documents.  As  utilized  herein,  "Environmental  Condition"  shall  mean  any
environmental  spill,  release,  contamination  or other environmental condition
with  respect  to the property encumbered by the Mortgage which (i) occurs after
the date hereof, (ii) has not been caused or permitted by Maker or Griffin Land;
and  (iii)  of  which  Holder  has  actual  knowledge."


     4.     ASSIGNMENT OF LEASES.
            --------------------

          4.1     Section 4 (b) and (c) of the Assignment of Leases are hereby
amended and restates as follows:

          "(b)     Notwithstanding anything to the contrary in this Section 4 or
in this Assignment, Assignor hereby presently, absolutely and unconditionally
assigns, conveys and transfers to Assignee Assignor's right to collect and
receive the termination payments which may become due and payable to Assignor
pursuant to the following leases by virtue of such tenant's exercise of their
respective rights to cancel their leases (the "TERMINATION PAYMENTS"): (a) Lease
between Assignor (as assignee of the rights of Griffin Land & Nurseries, Inc.,
the initial landlord), as landlord, and Westinghouse Electric Company, LLC
("WESTINGHOUSE"), dated December 6, 2000, as amended by First Amendment to Lease
dated April 23, 2001 and Second Amendment to Lease dated September 5, 2003, for
74,880 rentable square feet of space at 20 International Drive, Windsor,
Connecticut (the "WESTINGHOUSE LEASE") which provides for a termination payment
of $3,500,000.00 (the "WESTINGHOUSE TERMINATION PAYMENT"); and (b) Lease between
Assignor (as assignee of the rights of River Bend Associates, Inc., the initial
landlord), as landlord, and Pitney Bowes Management Services, Inc., dated March
28, 2002 for 57,190 rentable square feet of space at 25 International Drive,
Windsor, Connecticut (the "PITNEY BOWES SPACE") which provides for a termination
payment of $450,000.00 (the "PITNEY BOWES TERMINATION PAYMENT").  Assignor
acknowledges and confirms that the license to collect Rents granted by Assignee
to Assignor herein does not apply to the Termination Payments.  Assignee agrees
that upon receipt of any such Termination Payments, it shall place the
Termination Payments in an interest-bearing account at a financial institution
selected by Assignee.

               (c)     Assignee shall have the right to apply the Westinghouse
Termination Payment against payment of the Obligations Secured herby.  Assignee
acknowledges that Westinghouse is also a tenant of Assignor at 16 International
Drive, Windsor, Connecticut under a separate lease agreement (the "OTHER
WESTINGHOUSE LEASE").  The Other Westinghouse Lease provides that the
Westinghouse Termination Payment payable to Assignor shall be decreased to
$2,712, 500.00 if Westinghouse also elects to terminate both the Westinghouse
Lease and the Other Westinghouse Lease simultaneously. The Other Westinghouse
Lease contains a right of cancellation for the benefit of Westinghouse on the
same terms, including the notification requirement and effective cancellation
date as are contained in the Westinghouse Lease (but with a required termination
payment of $787,500.00).  In the event that Westinghouse is only required to pay
Assignor $2,712,500.00 with respect to the cancellation of the Westinghouse
Lease due to the simultaneous cancellation of the Other Westinghouse Lease,
Assignor shall provide satisfactory written evidence to Assignee that
Westinghouse has cancelled both Westinghouse Lease as provided in Paragraph 21
of the Second Westinghouse Amendment, and, in such case, Assignee agrees to
accept $2,712, 500.00 as the Westinghouse Termination Payment."

          4.2     Exhibit B to the Assignment is hereby amended to revise the
reference in Exhibit B in the Assignment to the Westinghouse Electric Company
Lease to mean such Westinghouse Electric Company Lease dated December 6, 2000,
as amended by First Amendment to lease dated April 23, 2001 and Second Amendment
to Lease dated September 5, 2003.

     5.     CROSS-DEFAULT OF MORTGAGOR OBLIGATIONS; RELATED MATTERS.
            -------------------------------------------------------

          5.1     The occurrence of an Event of Default under any of the Loan
Documents shall constitute a default under this Modification Agreement and the
$1,500,000 Note.

          5.2.     Each of the following shall be deemed included as an Event of
Default under the Mortgage: (a) any failure to make any payment of money or to
pay, perform of discharge any monetary or financial obligation on the date when
the same is due in accordance with the terms of the $1,500,000 Note and this
Modification Agreement; and (b) any failure to perform any of the terms,
covenants and conditions of the $1,500,000 Note or this Modification Agreement,
provided that such default shall have continued for a period of 20 days after
written notice of such a default by Mortgagee, or to the extent such performance
cannot reasonably be completed within 20 days for a period reasonably necessary
to complete such performance not exceeding a period of 90 days.

          5.3     Mortgagor's right to prepay the Original Note and the
$1,500,000 Note in the event of the discovery of an "ENVIRONMENTAL CONDITION"
shall be subject to the condition that Mortgagor also prepay in full the entire
indebtedness evidenced by both the Original Note and the $1,500,000 Note.

     6.     CASH FLOW DEPOSIT AGREEMENT.  The parties hereto agree that the Cash
            ---------------------------
Flow Deposit and Security Agreement dated September 17, 2002 between Mortgagee
and Mortgagor is hereby terminated and of no further force or effect.

     7.     NOTES.  All references to "the NOTE" appearing in any of the Loan
            -----
Documents (excepting internal references within the Original Note to itself)
shall be deemed to include the $1,500,000 Note.

     8.     LOAN DOCUMENTS.
            --------------

          8.1     Each of the Loan Documents is hereby deemed modified to
evidence and secure the $1,500,000 Note, in addition to the Original Note.

          8.2     All references to the "LOAN" shall mean the principal sum
evidenced by the Original Note of $7,675,000.00 and the principal sum of
$1,500,000.00 evidenced by the $1,500,000 Note.

          8.3     All references in the Loan Documents to the Note, Mortgage,
Assignment, and Loan Documents shall be deemed to be references to the same as
amended hereby, and, effective on the date hereof, the term "LOAN DOCUMENTS"
shall include the $1,500,000 Note and this Modification Agreement.

     9.     RECOURSE PARTIES.  Guarantor and Mortgagor are parties to the
            ----------------
Guaranty and the Environmental Indemnity.  By their execution at the end hereof,
Mortgagor and Guarantor hereby consent to the terms and conditions hereof and
the $1,500,000 Note and agree that the definition of "LOAN" appearing in the
Guaranty and the Environmental Indemnity shall be deemed to include the
Mortgagor's obligations to Mortgagee under the $1,500,000 Note and under this
Modification Agreement.  Mortgagor and Guarantor hereby confirm and ratify their
respective obligations and liabilities under the Guaranty and the Environmental
Indemnity.

     10.     GUARANTY.  All references to the Guaranty appearing in the Notes or
             --------
the Loan Documents and any other documents executed in connection with the Loan,
as the Guaranty may be otherwise defined or referred to therein, shall be deemed
to mean the Guaranty as amended hereby.

     11.     REPRESENTATIONS AND WARRANTIES.  Except as modified hereby,
             ------------------------------
Mortgagor hereby affirms and restates all of the representations and warranties,
covenants and agreements made and set forth in the Mortgage, Original Note and
Loan Documents, and any and all other documents executed in connection with the
Loan.

     12.     RATIFICATION.  The Loan Documents as herein amended are hereby
             ------------
ratified and confirmed.  Every provision, covenant, condition, obligation,
right, and power in and under the Loan Documents shall continue in full force
and effect, affected by this Modification Agreement only to the extent of the
amendments set forth herein, with the same priority as prior to execution of
this Modification Agreement.

     13.     DEFAULTS.  Any default by Mortgagor in any of the covenants,
             --------
conditions, provisions, stipulations, or agreements herein made shall, at the
option of Mortgagee, or its successors and assigns, constitute a default under
the Mortgage, Note and the Loan Documents, entitling Mortgagee to any or all of
the other remedies it or they may have thereunder.

     14.     MORTGAGE LIEN.  All of the Property shall remain in all respects
             -------------
subject to the lien, charge, and encumbrance of the Mortgage, and nothing herein
contained, and nothing done pursuant hereto, shall affect or be construed to
affect the lien, charge, or encumbrance of the Mortgage or the priority thereof
over all liens, charges or encumbrances, except to the extent, if any, expressly
provided herein.

     15.     COUNTERPARTS.  This Modification Agreement may be executed with one
             ------------
or more counterpart signature pages, and when both parties have executed one or
more such counterpart pages, this Modification Agreement shall be fully
executed.  Any counterpart of this Modification Agreement to which original
signatures of both parties are attached shall be deemed a fully executed
original.

     16.     CHOICE OF LAW.  This Modification Agreement has been negotiated,
             -------------
executed and delivered in, and shall be deemed to have been made in the State of
Connecticut, and the validity of this Modification Agreement, its construction,
interpretation and enforcement, and the rights of the parties hereunder shall be
determined under, governed by and construed in accordance with the internal laws
(and not the law of conflicts) of the State of Connecticut.

     17.     SEVERABILITY.  Any provision of this Modification Agreement which
             ------------
is prohibited or unenforceable under any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

     18.     BIND AND INURE.  This Modification Agreement shall be binding upon
             --------------
and inure to the benefit of Mortgagor, its successors and assigns, including any
subsequent owner of the Property, or any part thereof, and shall be binding upon
and inure to the benefit of Mortgagee, its successors and assigns.

     19.     ENTIRE MODIFICATION AGREEMENT.  This Modification Agreement is
             -----------------------------
intended by the parties hereto as a final expression of this Modification
Agreement and is also intended as a complete and exclusive statement of the
terms hereof.  No course of dealing, course of performance or trade usage, and
no parol or evidence of any nature shall be used to supplement or modify any
terms hereof.




<PAGE>

     IN WITNESS WHEREOF the parties have executed this Modification Agreement as
of the date first written above.

WITNESSED BY:                              MORTGAGOR

/S/SARA A. TAYLOR                          TRADEPORT DEVELOPMENT I, LLC
-----------------
Signature of Witness                       By: River Bend Associates, Inc.,
Print Name: Sara A. Taylor                     its Sole Member
            ---------------


/S/THOMAS M. DANIELLS                      By:/S/ANTHONY GALICI
---------------------                         -----------------
Signature of Witness                          Name: Anthony Galici
Print Name: Thomas M. Daniells                Title: Vice President
            -------------------


                                           MORTGAGEE

--------------------                       FARM BUREAU LIFE INSURANCE COMPANY
Signature of Witness
Print Name:

                                           By:/S/LOUANN SANDBURG
--------------------                          ------------------
Signature of Witness                          Name: LouAnn Sandburg
Print Name:                                   Title: Vice President
                                                     Investments


                                           GUARANTOR

/S/SARA A. TAYLOR                          GRIFFIN LAND & NURSERIES, INC.
-----------------
Signature of Witness
Print Name: Sara A. Taylor
            --------------

/S/THOMAS M. DANIELLS                      By:/S/ANTHONY GALICI
---------------------                         -----------------
Signature of Witness                          Name:  Anthony Galici
Print Name: Thomas M. Daniells                Title: Vice President
            ------------------

<PAGE>

STATE OF CONNECTICUT     )
                         ) ss. HARTFORD
COUNTY OF HARTFORD       )


     On this the 16TH day of April, 2004, before me, the undersigned officer,
                 ----
personally appeared Anthony Galici, known to me (or satisfactorily
                    --------------
proven) to be the V.P. of River Bend Associates, Inc., the Sole Member
                  ---
of TRADEPORT DEVELOPMENT I, LLC, a limited liability company, and that he, as
such officer, being authorized so to do, executed the foregoing
     -------
instrument as the free act and deed of the company for the purposes contained
therein by signing the name of the company by himself as such officer.
                                                              -------

     In witness whereof, I hereunto set my hand.

                                                 /S/ SARA A. TAYLOR
                                                 ------------------
                                                 Commissioner of the
                                                 Superior Court



STATE OF IOWA     )
         ----
                  ) ss. _________________
COUNTY OF POLK    )
          ----

     On this the 9TH day of April, 2004, before me, the undersigned officer,
                 ---
personally appeared LouAnn Sandburg, known to me (or satisfactorily proven)
                    ---------------
to be the person whose name is subscribed to the within instrument, and
acknowledged himself/herself to be the V.P. Investments of FARM BUREAU
                                       ----------------
LIFE INSURANCE COMPANY, a corporation, and that he/she, as such officer, being
authorized so to do, executed the foregoing instrument as the free act and deed
of the corporation for the purposes contained therein by signing the name of the
corporation by himself/herself as such officer.

     In witness whereof, I hereunto set my hand.


                                                  /S/ ANGELA D. STEVENS
                                                  ---------------------
                                                  Notary Public
[Affix Notarial Seal]                             My Commission Expires:
                                                  4 10 06

<PAGE>

STATE OF CONNECTICUT     )
                         ) ss. HARTFORD
COUNTY OF HARTFORD       )

     On this the 16TH day of April, 2004, before me, the undersigned officer,
                 ----
personally appeared Anthony Galici, known to me (or satisfactorily proven)
                    ---------------
to be the person whose name is subscribed to the within instrument, and
acknowledged himself/herself to be the V.P. of GRIFFIN LAND &
                                       ---
NURSERIES, INC., a corporation, and that he/she, as such officer, being
authorized so to do, executed the foregoing instrument as the free act and deed
of the corporation for the purposes contained therein by signing the name of the
corporation by himself/herself as such officer.

     In witness whereof, I hereunto set my hand.



                                                   /S/ SARA A. TAYLOR
                                                   ------------------
                                                   Commissioner of the
                                                   Superior Court
[Affix Notarial Seal]


<PAGE>
                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION
                                -----------------



Parcel I:
known as 20 International Drive

ALL THAT CERTAIN PIECE OR PARCEL OF LAND with buildings and improvements located
thereon  situated  on  the  westerly  side of International Drive in the Town of
Windsor,  County  of  Hartford and State of Connecticut, being more particularly
bounded  and  described  as  follows:

Beginning  at  a  point  on  the  Westerly  line  of International Drive, at its
approximate  intersection with the East Granby/Windsor town line and which point
marks  the  Northeasterly  corner of the herein described parcel, the lines run:
thence,  S  14  -10'-51"  W  along  the  Westerly line of International Drive, a
distance  of  607.30  feet  to a point; thence, by a curve to the right having a
radius of 1375.00 feet and delta angle of 32 -35'-38" along the Westerly line of
International  Drive  an arc distance of 782.20 feet to a point; thence, along a
curve  to the right having a radius of 24.12 feet and delta angle of 94 -17'-02"
along the Northerly line of Stone Road an arc distance of 39.70 feet to a point;
thence,  N  41  -06'-10" W along the Northerly line of Stone Road, a distance of
345.01  feet  to  a point; thence, along a curve to the right having a radius of
25.00  feet and delta angle of 90 -00'-00" along the Easterly line of Stone Road
an  arc  distance  of  39.27  feet to a point; thence, along a curve to the left
having a radius of 425.00 feet and delta angle of 34 -13'-33" along the Easterly
line  of  Stone  Road  an  arc  distance of 253.87 feet to a point; thence, N 14
-40'-18" E along the Easterly line of Stone Road, a distance of 200.00 feet to a
point; thence, N 14 -40'-18" E along the Easterly line of Stone Road, a distance
of 639.72 feet to a point; thence, S 81 -34'-52" E along land now or formerly of
Griffin  Land  and Nurseries, a distance of 460.48 feet to the point or place of
beginning.

     Together  with  the rights and benefits, if any, set forth in a Declaration
of  Covenants and Restrictions Easements of Use and to Use by Culbro Corporation
dated  January 31, 1992 and recorded in Volume 867 at Page 4 of the Windsor Land
Records  and  an  Ingress  and Egress Easement dated May 7, 2002 and recorded in
Volume  1326  at  Page  138  of  the  Windsor  Land  Records.

     Said  premises  are also shown on a map entitled "Plan Prepared for Griffin
Land  & Nurseries, Inc., 20 International Drive, Windsor, Connecticut, ALTA/ACSM
Land  Title  Survey  Scale:  1"=80'  Date:  1-7-2002,  Design:  RED  Draft:  SLH
Project:  01335  ACAD:  01335.DWG  Sheet  No.  1  of  1" made by Meehan & Goodin
Engineers - Surveyors, P.C., on file in the Office of the Town Clerk of the said
Town  of  Windsor.


<PAGE>
                           LEGAL DESCRIPTION CONTINUED

Parcel II:
known  as  25  International  Drive

ALL THAT CERTAIN PIECE OR PARCEL OF LAND with buildings and improvements located
thereon situated on the easterly side of International Drive in the Town of
Windsor, County of Hartford and State of Connecticut, being more particularly
bounded and described as follows:

Beginning at a point along the Easterly street line of International Drive which
point marks the Northwest corner of the herein described parcel and Southwest of
land  now  or  formerly  of  Griffin  Land and Nurseries, Inc., 15 International
Drive,  the  lines  run:  thence, S 45 -38'-23" E, a distance of 91.12 feet to a
point;  and  thence,  S 71 -33'-29" E, a distance of 415.52 feet to a point, the
last  two  courses run along land now or formally of Griffin Land and Nurseries,
Inc.,  15 International Drive; thence, S 14 -53'-38" W a distance of 629.32 feet
to  a point along land now or formerly of John F. and Mary Ann Miliski, 18 Larch
Drive,  Karen  H.  Marquis and Patricia Dineen, 20 Larch Drive, Stanley Prot, 24
Larch  Drive,  Kenneth  Cosker,  28  Larch  Drive, Edward Bolasevitch and Janice
Johnston, 32 Larch Drive, Clifton C. and Donalda M. Good, 36 Larch Drive, Arthur
R.  and  Ronald  C.  Coons,  40 Larch Drive, and Charlotte C. Johnston, 44 Larch
Drive,  partly  by each; thence, S 85 -27'-13" W, a distance of 152.46 feet to a
point;  thence, N 65 -48'-03" W, a distance of 252.60 feet to a point; thence, N
71  -42'-11"  W, a distance of 81.43 feet to a point, the last three courses run
along land now or formerly of Griffin Land and Nurseries, Inc., 35 International
Drive;  thence,  along a curve to the left having a radius of 1475.00 feet and a
delta  angle  of 05 -34'-24" and a distance of 143.48 feet to a point; thence, N
12  -43'-25" E, a distance of 561.91 feet to a point, the last three courses run
along  the  Easterly street line of International Drive to the point or place of
beginning.

     Together  with  the  rights and benefits, if any, set forth in a Reciprocal
Easement  Agreement  as dated May 6, 1999 and recorded on May 14, 1999 in Volume
1195  at  Page  90  of  the  Windsor  Land  Records.

     Said  premises  are  also  described  as  follows:

     A  certain  piece or parcel of land situated in the Town of Windsor, County
of  Hartford  and  State of Connecticut shown and designated as 25 International
Drive  Parcel  Area  =  322,904  S.F.  =  7.41  Acres  on a certain map entitled
"RESUBDIVISION  PLAN  PREPARED  FOR  GRIFFIN  LAND  25  & 35 INTERNATIONAL DRIVE
WINDSOR, CONN.", Scale: 1 IN. = 50 FT., Date:  3-22-99, Revised 3-31-99, 4-08-99
and  4-19-99,  prepared  by  Alford  Associates, Inc., Civil Engineers, Windsor,
Connecticut,  which  map is on file in the Windsor Town Clerk's Office as Map No
4727.


--------------------------------------------------------------------------------
<PAGE>
                                                                    Exhibit 31.1

I, Frederick M. Danziger, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Griffin Land &
Nurseries, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15(e)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)     Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in the report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and
c)     Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial data information; and
b)     Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



Date: July 12, 2004                 /s/FREDERICK M. DANZIGER
                                    ------------------------
                                    Frederick M. Danziger
                                    President and Chief Executive Officer

--------------------------------------------------------------------------------
<PAGE>
                                                                    Exhibit 31.2

I, Anthony J. Galici, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Griffin Land &
Nurseries, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15(e)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)     Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and
c)     Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)     Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



Date:  July 12, 2004                /s/ANTHONY J. GALICI
                                    --------------------
                                    Anthony J. Galici
                                    Vice President, Chief Financial Officer
                                    and Secretary

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

                                                  Exhibit 32.1

                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
                   PURSUANT TO 18 UNITED STATES CODE SS. 1350

     In connection with the Quarterly Report of Griffin Land & Nurseries, Inc.
(the "Company") on Form 10-Q for the quarter ended May 29, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Periodic
Report"), I, Frederick M. Danziger, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.     The Periodic Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


                              /s/ FREDERICK M. DANZIGER
                              -------------------------
                              Frederick M. Danziger
                              President and Chief Executive Officer
                              July 12, 2004

--------------------------------------------------------------------------------
<PAGE>

                                                  Exhibit 32.2

                    CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
                   PURSUANT TO 18 UNITED STATES CODE SS. 1350

     In connection with the Quarterly Report of Griffin Land & Nurseries, Inc.
(the "Company") on Form 10-Q for the quarter ended May 29, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Periodic
Report"), I, Anthony J. Galici, Vice President, Chief Financial Officer and
Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.     The Periodic Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


                              /s/ ANTHONY J. GALICI
                              ---------------------
                              Anthony J. Galici
                              Vice President, Chief Financial Officer and
                              Secretary
                              July 12, 2004

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