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 March 1, 2008TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSITION PERIOD FROM ______ TO
  _____





Commission
File No. 1-12879





GRIFFIN
LAND & NURSERIES, INC.


(Exact
name of registrant as specified in its charter)





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





(Former
name, former address and former fiscal year, if changed since last
report)





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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of  “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer   ̈
            Accelerated
      filer   x
            Non-accelerated
      filer   ̈
            Smaller
      reporting company   ̈








Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).


Yes      ̈
            No    x








­­­


Number of
shares of Common Stock outstanding at March 28, 2008: 5,036,549





Griffin
Land & Nurseries, Inc.


Form
10-Q


Index








PART
      I  -
            
            FINANCIAL
      INFORMATIONITEM
      1
            Financial
      StatementsConsolidated
      Statements of Operations (unaudited)13
      Weeks Ended March 1, 2008 and March 3, 2007
            3Consolidated
      Balance Sheets (unaudited)March
      1, 2008 and December 1, 2007
            4Consolidated
      Statements of Changes in Stockholders’ Equity (unaudited)13
      Weeks Ended March 1, 2008 and March 3, 2007
            5Consolidated
      Statements of Cash Flows (unaudited)13
      Weeks Ended March 1, 2008 and March 3, 2007
            6Notes
      to Consolidated Financial Statements (unaudited)
            7-17ITEM
      2
            Management’s
      Discussion and Analysis ofFinancial
      Condition and Results of Operations
            18-25ITEM
      3
            Quantitative
      and Qualitative Disclosures About Market Risk
            25ITEM
      4
            Controls
      and Procedures
            26PART
      II  -
            
            OTHER
      INFORMATIONITEM
      1
            Legal
      Proceedings
            26-27ITEM
      1A
            Risk
      Factors
            27ITEMS
      2-4
            Not
      ApplicableITEM
      5
            Other
      Information
            27ITEM
      6
            Exhibits
            27-29SIGNATURES
            30























PART
      I
            FINANCIAL
      INFORMATIONITEM
      1.
            FINANCIAL
      STATEMENTS





Griffin
Land & Nurseries, Inc.


Consolidated
Statements of Operations


(dollars
in thousands, except per share data)


(unaudited)





For
      the 13 Weeks Ended,March
      1, 2008
              
              
              March
      3, 2007Landscape
      nursery net sales
              
              $
              424
              
              
              $
              567Rental
      revenue and property sales
              
              
              4,057
              
              
              
              4,019Total
      revenue
              
              
              4,481
              
              
              
              4,586Costs
      of landscape nursery sales
              
              
              438
              
              
              
              625Costs
      related to rental revenue and property sales
              
              
              3,471
              
              
              
              2,772Total
      costs of goods sold and costs related to rental revenue and property
      sales
              
              
              3,909
              
              
              
              3,397Gross
      profit
              
              
              572
              
              
              
              1,189Selling,
      general and administrative expenses
              
              
              2,709
              
              
              
              2,938Operating
      loss
              
              
              (2,137
              )
              
              
              (1,749
              )Interest
      expense
              
              
              (849
              )
              
              
              (738
              )Investment
      income
              
              
              383
              
              
              
              427Loss
      before income tax benefit
              
              
              (2,603
              )
              
              
              (2,060
              )Income
      tax benefit
              
              
              (994
              )
              
              
              (772
              )Net
      loss
              
              $
              (1,609
              )
              
              $
              (1,288
              )Basic
      net loss per common share
              
              $
              (0.32
              )
              
              $
              (0.25
              )Diluted
      net loss per common share
              
              $
              (0.32
              )
              
              $
              (0.25
              )


See Notes
to Consolidated Financial Statements.











3





Griffin  Land
& Nurseries, Inc.


Consolidated
Balance Sheets


(dollars in thousands, except
per share data)


(unaudited)


March
      1, 2008
                
                
                December
      1, 2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                5,485
                
                
                $
                11,120Short-term
      investments, net
                
                
                21,511
                
                
                
                22,875Accounts
      receivable, less allowance of $106 and $124
                
                
                1,394
                
                
                
                2,222Inventories,
      net
                
                
                35,489
                
                
                
                30,374Deferred
      income taxes
                
                
                1,292
                
                
                
                1,384Other
      current assets
                
                
                3,899
                
                
                
                3,640Total
      current assets
                
                
                69,070
                
                
                
                71,615Real
      estate held for sale or lease, net
                
                
                109,705
                
                
                
                109,644Investment
      in Centaur Media, plc
                
                
                9,207
                
                
                
                10,308Property
      and equipment, net
                
                
                8,092
                
                
                
                8,270Other
      assets
                
                
                7,158
                
                
                
                6,966Total
      assets
                
                $
                203,232
                
                
                $
                206,803LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Current
      portion of long-term debt
                
                $
                1,249
                
                
                $
                1,239Accounts
      payable and accrued liabilities
                
                
                6,606
                
                
                
                5,694Deferred
      revenue
                
                
                2,452
                
                
                
                3,141Total
      current liabilities
                
                
                10,307
                
                
                
                10,074Long-term
      debt
                
                
                48,164
                
                
                
                48,456Deferred
      income taxes
                
                
                4,343
                
                
                
                4,987Other
      noncurrent liabilities
                
                
                4,301
                
                
                
                4,383Total
      liabilities
                
                
                67,115
                
                
                
                67,900Commitments
      and contingencies (Note 8)Stockholders'
      Equity:Common
      stock, par value $0.01 per share, 10,000,000 sharesauthorized,
      5,321,232 shares issued and 5,092,649 sharesoutstanding
                
                
                53
                
                
                
                53Additional
      paid-in capital
                
                
                101,750
                
                
                
                101,703Retained
      earnings
                
                
                38,081
                
                
                
                40,199Accumulated
      other comprehensive income, net of tax
                
                
                4,287
                
                
                
                5,002Treasury
      stock, at cost, 228,583 shares
                
                
                (8,054
                )
                
                
                (8,054
                )Total
      stockholders' equity
                
                
                136,117
                
                
                
                138,903Total
      liabilities and stockholders' equity
                
                $
                203,232
                
                
                $
                206,803


See Notes
to Consolidated Financial Statements.


4


Griffin
Land & Nurseries, Inc.


Consolidated
Statements of Changes in Stockholders’ Equity


For the
Thirteen Weeks Ended March 1, 2008 and March 3, 2007


(dollars
in thousands)


(unaudited)


Shares
      of Common Stock Issued
              
              
              Common
      Stock
              
              
              Additional
                Paid-in
                Capital
              
              
              Retained
      Earnings
              
              
              Accumulated
      Other Comprehensive Income
              
              
              Treasury
      Stock
              
              
              Total
              
              
              Total
                Comprehensive
      LossBalance
      at Dec. 2, 2006
              
              
              5,177,709
              
              
              $
              52
              
              
              $
              98,549
              
              
              $
              32,377
              
              
              $
              9,942
              
              
              $
              (1,306
              )
              
              $
              139,614Stock-based
      compensation
              
              
              -
              
              
              
              -
              
              
              
              37
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              37expenseNet
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,288
              )
              
              
              -
              
              
              
              -
              
              
              
              (1,288
              )
              
              $
              (1,288
              )Other
      comprehensive loss,from
      Centaur Media, plc,net
      of tax
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (220
              )
              
              
              -
              
              
              
              (220
              )
              
              
              (220
              )Balance
      at Mar. 3, 2007
              
              
              5,177,709
              
              
              $
              52
              
              
              $
              98,586
              
              
              $
              31,089
              
              
              $
              9,722
              
              
              $
              (1,306
              )
              
              $
              138,143
              
              
              $
              (1,508
              )Balance
      at Dec. 1, 2007
              
              
              5,321,232
              
              
              $
              53
              
              
              $
              101,703
              
              
              $
              40,199
              
              
              $
              5,002
              
              
              $
              (8,054
              )
              
              $
              138,903Stock-based
      compensationexpense
              
              
              -
              
              
              
              -
              
              
              
              47
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              47Dividend
      declared
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (509
              )
              
              
              -
              
              
              
              -
              
              
              
              (509
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,609
              )
              
              
              -
              
              
              
              -
              
              
              
              (1,609
              )
              
              $
              (1,609
              )Other
      comprehensive loss,from Centaur Media, plc,net of tax
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (715
              )
              
              
              -
              
              
              
              (715
              )
              
              
              (715
              )Balance
      at Mar. 1, 2008
              
              
              5,321,232
              
              
              $
              53
              
              
              $
              101,750
              
              
              $
              38,081
              
              
              $
              4,287
              
              
              $
              (8,054
              )
              
              $
              136,117
              
              
              $
              (2,324
              )See
      Notes to Consolidated Financial Statements.


5


Griffin
Land & Nurseries, Inc.


Consolidated
Statements of Cash Flows


(dollars
in thousands)


(unaudited)





For
      the 13 Weeks Ended,March
      1, 2008
              
              
              March
      3, 2007Operating
      activities:Net
      loss
              
              $
              (1,609
              )
              
              $
              (1,288
              )Adjustments
      to reconcile net loss to net cash(used
      in) provided by operating activities:Depreciation
      and amortization
              
              
              1,580
              
              
              
              1,413Gain
      on sales of properties
              
              
              (330
              )
              
              
              (486
              )Deferred
      income taxes
              
              
              (166
              )
              
              
              (363
              )Change
      in unrealized gains on trading securities
              
              
              (145
              )
              
              
              171Stock-based
      compensation expense
              
              
              47
              
              
              
              37Provision
      for bad debts
              
              
              (19
              )
              
              
              (34
              )Amortization
      of debt issuance costs
              
              
              25
              
              
              
              25Changes
      in assets and liabilities:Short-term
      investments
              
              
              1,509
              
              
              
              7,140Accounts
      receivable
              
              
              847
              
              
              
              917Inventories
              
              
              (5,115
              )
              
              
              (4,566
              )Other
      current assets
              
              
              (259
              )
              
              
              407Accounts
      payable and accrued liabilities
              
              
              1,086
              
              
              
              (146
              )Deferred
      revenue
              
              
              (339
              )
              
              
              (99
              )Other
      noncurrent assets and noncurrent liabilities, net
              
              
              (351
              )
              
              
              (663
              )Net
      cash (used in) provided by operating activities
              
              
              (3,239
              )
              
              
              2,465Investing
      activities:Additions
      to real estate held for sale or lease
              
              
              (1,414
              )
              
              
              (2,848
              )Additions
      to property and equipment
              
              
              (165
              )
              
              
              (174
              )Proceeds
      from sales of properties, net of expenses
              
              
              -
              
              
              
              449Net
      cash used in investing activities
              
              
              (1,579
              )
              
              
              (2,573
              )Financing
      activities:Dividend
      paid to shareholders
              
              
              (509
              )
              
              
              -Payments
      of debt
              
              
              (308
              )
              
              
              (275
              )Net
      cash used in financing activities
              
              
              (817
              )
              
              
              (275
              )Net
      decrease in cash and cash equivalents
              
              
              (5,635
              )
              
              
              (383
              )Cash
      and cash equivalents at beginning of period
              
              
              11,120
              
              
              
              2,265Cash
      and cash equivalents at end of period
              
              $
              5,485
              
              
              $
              1,882


See Notes
to Consolidated Financial Statements.


6


Griffin
Land & Nurseries, Inc.


Notes to
Consolidated Financial Statements


(dollars
in thousands unless otherwise noted, except per share data)


(unaudited)







1.      Basis
of Presentation







The
accompanying 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 in the landscape
nursery business, 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”). The accompanying financial
statements have also been prepared in accordance with the accounting policies
stated in Griffin’s audited financial statements for the fiscal year ended
December 1, 2007 included in Griffin’s 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 and all intercompany transactions have been
eliminated.  The consolidated balance sheet data as of December 1,
2007 was derived from Griffin’s 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 weeks ended March 1, 2008 (the “2008
first quarter”) are not necessarily indicative of the results to be expected for
the full year. The thirteen weeks ended March 3, 2007 is referred to herein as
the “2007 first quarter.”







2.   Recent
Accounting Pronouncements








Effective December 2, 2007, Griffin
adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN No. 48”). This interpretation clarifies the accounting for uncertainty in
income taxes recognized in a company's financial statements in accordance with
Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes.”  Specifically, FIN No. 48 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  FIN No. 48 also provides guidance on the related
derecognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax positions. In connection
with the adoption of FIN No. 48, Griffin has analyzed its federal and
significant state filing positions.  Griffin’s federal income tax
returns for fiscal 2004 through fiscal 2006 are currently under examination by
the Internal Revenue Service.  The periods subject to examination for
Griffin’s significant state return, which is Connecticut, are fiscal 2004
through fiscal 2006.  Griffin believes that its income tax filing
positions will be sustained on examination and does not anticipate any
adjustments that will result in a material change on its financial
statements.  As a result, no accrual for uncertain income tax
positions has been recorded pursuant to FIN No. 48 nor was there a cumulative
effect related to adopting FIN No. 48.





Griffin’s policy for recording interest
and penalties related to uncertain tax positions is to record such items as part
of its provision for federal and state income taxes.





Effective December 2, 2007,
Griffin adopted SFAS No. 157, “Fair Value Measurements.”  This new
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements.  This statement does not






7




require
any new fair value measurements but provides guidance in determining fair value
measurements previously used in the preparation of financial
statements.  The amounts included on Griffin’s consolidated balance
sheet for cash and cash equivalents, accounts receivable, accounts payable and
accrued liabilities approximate their fair values because of the short-term
maturity of these instruments.  Griffin’s short-term investments and
its available-for-sale securities are reported at fair value on Griffin’s
consolidated balance sheet.  The fair value of Griffin’s short-term
investments and available-for-sale securities are based on quoted prices in
active markets for identical assets (Level 1).  Griffin was not
required to use significant other observable inputs (Level 2) or significant
unobservable inputs (Level 3) in determining the fair value of its short-term
investments and available-for-sale securities.





Effective December 2, 2007, Griffin
adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities.”  This new standard allows an entity the irrevocable
option to elect fair value for the initial and subsequent measurement for
certain financial assets and liabilities under an instrument-by-instrument
election.  Subsequent measurements for the financial assets and
liabilities an entity elects to fair value will be recognized in
earnings.  SFAS No. 159 does not affect any existing pronouncements
that require assets and liabilities to be carried at fair value, nor does it
eliminate disclosure requirements included under existing
pronouncements.  Griffin did not elect to report any additional assets
or liabilities at fair value that were not already being reported at fair
value.







3.      Industry
Segment Information






Griffin
defines its reportable segments by their products and services, which 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.


For
      the 13 Weeks Ended,March
      1, 2008
            
            
            March
      3, 2007Total
      revenue:Landscape
      nursery net sales
            
            $
            424
            
            
            $
            567Rental
      revenue and property sales
            
            
            4,057
            
            
            
            4,019$
            4,481
            
            
            $
            4,586Operating
      profit (loss):Landscape
      nursery
            
            $
            (971
            )
            
            $
            (1,001
            )Real
      estate
            
            
            (68
            )
            
            
            546Industry
      segment totals
            
            
            (1,039
            )
            
            
            (455
            )General
      corporate expense
            
            
            (1,098
            )
            
            
            (1,294
            )Operating
      loss
            
            
            (2,137
            )
            
            
            (1,749
            )Interest
      expense
            
            
            (849
            )
            
            
            (738
            )Investment
      income
            
            
            383
            
            
            
            427Loss
      before income tax benefit
            
            $
            (2,603
            )
            
            $
            (2,060
            )





8


Identifiable
      assets:
            
            March
      1, 2008
            
            
            December
      1, 2007Landscape
      nursery
            
            $
            44,782
            
            
            $
            42,107Real
      estate
            
            
            118,594
            
            
            
            118,121Industry
      segment totals
            
            
            163,376
            
            
            
            160,228General
      corporate (consists primarily of investments)
            
            
            39,856
            
            
            
            46,575Total
      assets
            
            $
            203,232
            
            
            $
            206,803





Revenue of the real estate segment in
the 2008 first quarter and 2007 first quarter includes property sales revenue of
$421 and $520, respectively.


4.      Long-Term
Debt





Long-term debt
includes:


March
      1, 2008
              
              
              December
      1, 2007Nonrecourse
      mortgages:8.54%,
      due July 1, 2009
              
              $
              7,561
              
              
              $
              7,5856.08%,
      due January 1, 2013
              
              
              7,786
              
              
              
              7,8346.30%,
      due May 1, 2014
              
              
              1,044
              
              
              
              1,0785.73%,
      due July 1, 2015
              
              
              20,646
              
              
              
              20,7218.13%,
      due April 1, 2016
              
              
              5,232
              
              
              
              5,2877.0%,
      due October 1, 2017
              
              
              6,943
              
              
              
              6,983Total
      nonrecourse mortgages
              
              
              49,212
              
              
              
              49,488Capital
      leases
              
              
              201
              
              
              
              207Total
              
              
              49,413
              
              
              
              49,695Less:
      current portion
              
              
              (1,249
              )
              
              
              (1,239
              )Total
      long-term debt
              
              $
              48,164
              
              
              $
              48,456





5.      Stock
Options





The
Griffin Land & Nurseries, Inc. 1997 Stock Option Plan (the
"Griffin Stock Option Plan"), adopted in 1997 and subsequently amended, makes
available a total of 1,250,000 options to purchase shares of Griffin common
stock. The Griffin Stock Option Plan is administered by the Compensation
Committee of the Board of Directors of Griffin. Options granted under the
Griffin Stock Option Plan may be either incentive stock options or non-qualified
stock options issued at market value on the date approved by the Board of
Directors of Griffin. Vesting of all of Griffin's previously issued stock
options is solely based upon service requirements and does not contain market or
performance conditions.





Stock options issued will expire ten
years from the grant date.  Stock options issued to independent
directors upon their initial election to the board of directors are fully
exercisable immediately upon the date of the option grant. Stock options issued
to independent directors upon their reelection to the board of directors vest on
the second anniversary from the date of grant. Stock options issued to employees
vest in equal installments on the third, fourth and fifth anniversaries from the
date of grant. None of the stock options outstanding at March 1, 2008 may be
exercised as stock appreciation rights.


9


There were 25,000 stock options granted
during the 2008 first quarter.  No stock options were granted during
the 2007 first quarter.  The fair value of the stock options granted
during the 2008 first quarter was estimated as of the grant date using the
Black-Scholes option-pricing model.  Assumptions used in determining
the fair value of the stock options granted were as follows:





Expected
      volatility
            41.1%Risk
      free interest rate
            3.49%Expected
      option term
            7
      yearsAnnual
      divided yield
            $0.40








Included in Griffin's stock-based
compensation expense in the 2007 first quarter are the costs related to the
unvested portion of certain stock option grants made prior to Griffin’s adoption
of SFAS No. 123(R) effective at the beginning of fiscal 2006.  All of
Griffin’s stock-based compensation expense in the 2008 first quarter related to
the unvested portion of options granted subsequent to Griffin’s adoption of SFAS
No. 123(R).





Activity
under the Griffin Stock Option Plan is summarized as
follows:


For
      the 13 Weeks Ended,March
      1, 2008
            
            
            March
      3, 2007Vested
      Options
            
            Number
      of Shares
            
            Weighted
      Avg. Exercise Price
            
            Number
      of Shares
            
            Weighted
      Avg. Exercise PriceOutstanding
      at beginning andend of period
            
            
            218,378
            
            
            $
            14.13
            
            
            
            347,300
            
            
            $
            13.84


Range
      of Exercise Prices for Vested Options
            
            Outstanding
      at March 1, 2008
            
            Weighted
      Avg. Exercise Price
            
            Weighted
      Avg. Remaining Contractual Life
              (in
      years)
            
            Total
      Fair Value$9.00-$18.00
            
            
            204,892
            
            
            $
            13.40
            
            
            
            1.8
            
            
            $
            1,091Over
      $24.00
            
            
            13,486
            
            
            $
            25.21
            
            
            
            6.7
            
            
            
            154218,378
            
            
            $
            14.13
            
            
            
            2.1
            
            
            $
            1,245





For
      the 13 Weeks Ended,March
      1, 2008
            
            
            March
      3, 2007Unvested
      Options
            
            Number
      of Shares
            
            Weighted
      Avg. Exercise Price
            
            Number
      of Shares
            
            Weighted
      Avg. Exercise PriceUnvested
      at beginning of period
            
            
            18,348
            
            
            $
            32.62
            
            
            
            28,741
            
            
            $
            25.27Granted
            
            
            25,000
            
            
            $
            34.04
            
            
            
            -
            
            
            $
            -Unvested
      at end of period
            
            
            43,348
            
            
            $
            33.44
            
            
            
            28,741
            
            
            $
            25.27





10





Range
      of Exercise Prices for Unvested Options
            
            Outstanding
      at March 1, 2008
            
            Weighted
      Avg. Exercise Price
            
            Weighted
      Avg. Remaining Contractual Life
              (in
      years)
            
            Total
      Fair ValueOver
      $24.00
            
            
            43,348
            
            
            $
            33.44
            
            
            
            9.3
            
            
            $
            702





Number
      of option holders at March 1, 2008
            
            20







Compensation expense for unvested stock
options recognized in the 2008 first quarter and the 2007 first quarter was $47
and $37, respectively, with related tax benefits of $14 and $10,
respectively.





None of Griffin’s stock options became
exercisable during the 2008 first quarter.  As of March 1, 2008, the
unrecognized compensation expense related to unvested stock options that will be
recognized during future periods is as follows:





Fiscal
      2008
            $
      136Fiscal
      2009
            $
      140Fiscal
      2010
            $
      109Fiscal
      2011
            $  64Fiscal
      2012
            $  27Fiscal
      2013
            $   2







6.      Per
Share Results









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




For
      the 13 Weeks Ended,March
      1, 2008
              
              
              March
      3, 2007Net
      loss as reported for computationof basic and diluted per share results
              
              $
              (1,609
              )
              
              $
              (1,288
              )Weighted
      average shares outstanding forcomputation
      of basic and dilutedper
      share results (a)
              
              
              5,093,000
              
              
              
              5,133,000





(a)
            Incremental
      shares from the assumed exercise of Griffin stock options are not included
      in periods where the inclusion of such shares would be
      anti-dilutive.  The incremental shares from the assumed exercise
      of stock options in the 2008 first quarter and 2007 first quarter would
      have been 96,000 and 151,000,
respectively.





11





7.      Supplemental
Financial Statement Information
   Cash
Dividend
   In the
2008 first quarter, Griffin declared a cash dividend of $0.10 per common share
for holders of record as of the close of business on February 22, 2008 payable
on March 5, 2008. There were no dividends declared in the 2007 first
quarter.
  
 Short-Term Investments
 
 Griffin's short-term investments are
comprised of debt securities and are accounted for as trading securities under
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities.”   Accordingly, the securities are carried at their
fair values based upon the quoted market prices of those investments at the
balance sheet dates, and net realized and unrealized gains and losses on those
investments are included in Griffin’s pretax loss.  At March 1, 2008
and December 1, 2007, $0.2 million and $0.4 million, respectively, of Griffin’s
short-term investments were being used as security for letters of credit of
Griffin Land.  The composition of short-term investments at March 1,
2008 and December 1, 2007 is as follows:
 March
      1, 2008
              
              
              December
      1, 2007Cost
              
              
              Fair
      Value
              
              
              Cost
              
              
              Fair
      ValueU.S.
      Treasury securities
              
              $
              21,091
              
              
              $
              21,277
              
              
              $
              10,930
              
              
              $
              10,970Certificates
      of deposit
              
              
              234
              
              
              
              234
              
              
              
              454
              
              
              
              454Federal
      agency coupon notes
              
              
              -
              
              
              
              -
              
              
              
              11,450
              
              
              
              11,451Total
      short-term investments
              
              $
              21,325
              
              
              $
              21,511
              
              
              $
              22,834
              
              
              $
              22,875
 Income from cash equivalents and
short-term investments in the 2008 first quarter and 2007 first quarter consist
of:
 
 For
      the 13 Weeks Ended,March
      1, 2008
              
              
              March
      3, 2007Interest
      and dividend income
              
              $
              37
              
              
              $
              29Net
      realized gains on the sales of short-term investments
              
              
              201
              
              
              
              569Changes
      in unrealized gains on short-term investments
              
              
              145
              
              
              
              (171
              )$
              383
              
              
              $
              427
 
 Deferred
Revenue on Land Sale
 
 In fiscal
2006, Griffin sold 130 acres of undeveloped land in the New England Tradeport
(“Tradeport”), Griffin’s industrial park located in Windsor and East Granby,
Connecticut, for cash proceeds of $13.0 million.  As provided under
the contract for the sale of that land and under the State Traffic Commission
Certificate covering the area in Tradeport located in Windsor, certain
improvements to existing roads were required.  The cost of these
improvements is the responsibility of Griffin, however
  12
  a portion
of the costs will either be reimbursed from the purchaser of the land or
performed by the town.  As a result of Griffin’s continuing
involvement with the required improvements to the existing roads, this land sale
was accounted for under the percentage of completion
method.  Accordingly, the revenue and the pretax gain on the sale are
being recognized on a pro rata basis in a ratio equal to the percentage of the
total costs incurred to the total anticipated costs of sale, including the
allocated costs of the required improvements to existing roads. Costs included
in determining the percentage of completion are the cost of the land sold,
allocated master planning costs of Tradeport, selling and transaction costs and
estimated future costs related to the land sold.
 As of
March 1, 2008, approximately 88% of the total costs related to this transaction
had been incurred, therefore, from the date of the transaction through March 1,
2008, 88% of the total revenue and pretax gain on the sale have been recognized
in Griffin’s statements of operations.  Griffin’s consolidated
statements of operations for the 2008 first quarter and 2007 first quarter
include revenue of $0.4 million and less than $0.1 million, respectively, and a
pretax gain of $0.3 million and less than $0.1 million, respectively, from this
land sale.  The balance of the revenue and the pretax gain on the sale
is expected to be recognized during fiscal 2008 because the required roadwork
improvements are expected to be completed this year.  Included on
Griffin’s consolidated balance sheet as of March 1, 2008 is deferred revenue of
approximately $1.5 million applicable to this transaction.  Including
the approximately $9.0 million pretax gain on the sale recognized from the time
the land sale closed in fiscal 2006 through March 1, 2008, the total pretax gain
on this transaction is expected to be approximately $10.2 million after all
revenue is recognized and all costs incurred.  While management has
used its best estimates, based on industry knowledge and experience, in
projecting the total costs of the required road improvements, increases or
decreases in future costs over current estimated amounts would reduce or
increase the gain recognized in future periods.
 
 Accumulated Other Comprehensive
Income
 
 As of March 1, 2008, Griffin owns
5,277,150 shares in Centaur Media, plc (“Centaur Media”).  Griffin’s
investment in Centaur Media is accounted for as an available-for-sale security
under SFAS No. 115 “Accounting for Investments.”  Accordingly, the
investment in Centaur Media is carried at its fair value on Griffin’s
consolidated balance sheet, with increases or decreases recorded, net of tax, as
a component of other comprehensive income.  Upon Griffin’s sale of
shares in Centaur Media, the change, net of tax, in the value of the shares of
Centaur Media that are sold during the time Griffin held those shares would be
reclassified from accumulated other comprehensive income and included in
Griffin’s consolidated statement of operations.
 
 Changes
in accumulated other comprehensive incomein the 2008 first quarter
and 2007 first quarter consist of the following:
 
 For
      the 13 Weeks Ended,March
      1, 2008
                
                
                March
      3, 2007Balance
      at beginning of period
                
                $
                5,002
                
                
                $
                9,942Decrease
      in fair value of Centaur Media, net of taxes of ($276)
                
                
                (511
                )
                
                
                -Decrease
      in fair value of Centaur Media, due to exchange loss,net
      of taxes of ($110) and ($120), respectively
                
                
                (204
                )
                
                
                (220
                )Balance
      at end of period
                
                $
                4,287
                
                
                $
                9,722
  13
   Supplemental
Cash Flow Information
 
 The decreases of $1,101 and $340 in the
2008 first quarter and 2007 first quarter in Griffin’s Investment in Centaur
Media reflect the mark to market adjustment of this investment and did not
affect Griffin’s cash.
 
 Included in accounts payable and
accrued liabilities at March 1, 2008 and December 1, 2007 were $1,122 and
$1,296, respectively, for additions to real estate held for sale or
lease.  Accounts payable and accrued liabilities related to additions
to real estate held for sale or lease decreased by $174 and $381 in the 2008 and
2007 first quarters, respectively.
 
 As of March 1, 2008, included in
Griffin’s accrued liabilities is a dividend payable of $509 reflecting a
dividend on Griffin’s common stock declared prior to the end of the 2008 first
quarter, to be paid subsequent to the end of Griffin’s 2008 first
quarter.  As of December 1, 2007, Griffin’s accrued liabilities also
included $509 for a dividend on Griffin’s common stock that was declared prior
to the end of fiscal 2007 and paid in the 2008 first quarter.
 
 Deferred revenue related to the
Walgreen land sale that closed in fiscal 2006 decreased by $0.4 million and less
than $0.1 million in the 2008 first quarter and the 2007 first quarter,
respectively.  That transaction is being accounted for using the
percentage of completion method.  Griffin received the cash proceeds
from that transaction in fiscal 2006.
 
 Interest payments, net of capitalized
interest, were $829 and $621 in the 2008 first quarter and 2007 first quarter,
respectively.
 
 Inventories
 
 Inventories consist
of:
 March
      1, 2008
                
                
                December
      1, 2007Nursery
      stock
                
                $
                32,685
                
                
                $
                29,228Materials
      and supplies
                
                
                3,563
                
                
                
                1,91336,248
                
                
                
                31,141Reserves
                
                
                (759
                )
                
                
                (767
                )$
                35,489
                
                
                $
                30,374
 
 14
  Property and Equipment
 
 Property and equipment consist
of:
 
 Estimated Useful
      Lives
                    
                    March
      1, 2008
                    
                    
                    December
      1, 2007Land
                    
                    
                    $
                    674
                    
                    
                    $
                    674Land
      improvements
                    10
      to 20 years
                    
                    
                    5,550
                    
                    
                    
                    5,550Buildings
      and improvements
                    10
      to 40 years
                    
                    
                    3,060
                    
                    
                    
                    3,060Machinery
      and equipment
                    3
      to 20 years
                    
                    
                    17,538
                    
                    
                    
                    17,38126,822
                    
                    
                    
                    26,665Accumulated
      depreciation
                    
                    
                    
                    (18,730
                    )
                    
                    
                    (18,395
                    )$
                    8,092
                    
                    
                    $
                    8,270
 
 Griffin
incurred new capital lease obligations of $26 and $29, respectively, in the 2008
first quarter and the 2007 first quarter.
 
 
 Real Estate Held for Sale or
Lease
 
 Real estate held for sale or lease
consists of:
 
 March
      1, 2008Estimated Useful
      Lives
                    
                    Held
      for Sale
                    
                    
                    Held
      for Lease
                    
                    
                    TotalLand
                    
                    
                    $
                    1,696
                    
                    
                    $
                    7,780
                    
                    
                    $
                    9,476Land
      improvements
                    10
      to 30 years
                    
                    
                    691
                    
                    
                    
                    6,758
                    
                    
                    
                    7,449Buildings
      and improvements
                    10
      to 40 years
                    
                    
                    -
                    
                    
                    
                    97,205
                    
                    
                    
                    97,205Tenant
      improvements
                    Shorter
      of useful life or terms of related lease
                    
                    
                    -
                    
                    
                    
                    10,147
                    
                    
                    
                    10,147Development
      costs
                    
                    
                    
                    6,936
                    
                    
                    
                    5,626
                    
                    
                    
                    12,5629,323
                    
                    
                    
                    127,516
                    
                    
                    
                    136,839Accumulated
      depreciation
                    
                    
                    
                    -
                    
                    
                    
                    (27,134
                    )
                    
                    
                    (27,134
                    )$
                    9,323
                    
                    
                    $
                    100,382
                    
                    
                    $
                    109,705
    15
  December
      1, 2007Estimated Useful
      Lives
                      
                      Held
      for Sale
                      
                      
                      Held
      for Lease
                      
                      
                      TotalLand
                      
                      
                      $
                      1,696
                      
                      
                      $
                      7,732
                      
                      
                      $
                      9,428Land
      improvements
                      10
      to 30 years
                      
                      
                      691
                      
                      
                      
                      6,757
                      
                      
                      
                      7,448Buildings
      and improvements
                      10
      to 40 years
                      
                      
                      -
                      
                      
                      
                      97,167
                      
                      
                      
                      97,167Tenant
      improvements
                      Shorter
      of useful life or terms of related lease
                      
                      
                      -
                      
                      
                      
                      10,127
                      
                      
                      
                      10,127Development
      costs
                      
                      
                      
                      6,803
                      
                      
                      
                      4,717
                      
                      
                      
                      11,5209,190
                      
                      
                      
                      126,500
                      
                      
                      
                      135,690Accumulated
      depreciation
                      
                      
                      
                      -
                      
                      
                      
                      (26,046
                      )
                      
                      
                      (26,046
                      )$
                      9,190
                      
                      
                      $
                      100,454
                      
                      
                      $
                      109,644
   Income Taxes
 
 Griffin’s effective income tax benefit
rate was 38.2% in the 2008 first quarter as compared to 37.5% in the 2007 first
quarter.  The effective tax rate used in the 2008 first quarter is
based on management’s projections for the balance of the year.  To the
extent that actual results differ from current projections, the effective income
tax rate may change.
 
 The 2008 first quarter and the 2007
first quarter included decreases to deferred income tax liabilities of $386 and
$120, respectively, related to the mark to market adjustments on Griffin’s
investment in Centaur Media.  These decreases to deferred income tax
liabilities are included as credits in Griffin’s other comprehensive loss for
the 2008 and 2007 first quarters.
 
 
 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 Griffin’s consolidated balance
sheets. Griffin's postretirement benefits are unfunded, with benefits to be paid
from Griffin's general assets.  Griffin's contributions to its
postretirement benefits program in the 2008 first quarter and 2007 first quarter
were $2 and $3, respectively, with an expected contribution of $18 for the
fiscal 2008 full year.  The components of Griffin's postretirement
benefits expense are immaterial for all periods presented.
 
 
 8.      Commitments
and Contingencies
 
 As of
March 1, 2008, Griffin had committed purchase obligations of $4.2 million,
principally for Griffin Land’s construction of the shell of a new industrial
building in Tradeport, site work for additional industrial buildings in
Tradeport and required infrastructure improvements at Tradeport.  The
infrastructure improvements are required by the Connecticut State Traffic
Commission in connection with an increase in the permitted square feet of
construction in the portion of Tradeport located in Windsor,
Connecticut.
 
  As of
March 1, 2008, there were two collateralized letters of credit outstanding,
aggregating approximately $0.2 million, issued by Griffin Land in favor of the
towns of Suffield and Windsor,
  16
  Connecticut
that ensures Griffin Land’s performance in completing certain infrastructure for
Griffin Land’s residential development, Stratton Farms and certain road
improvements at New England Tradeport.  The letters of credit are
collateralized by short-term investments of $0.2 million.
 As of March 1, 2008, Griffin is
authorized by its Board of Directors to repurchase, from time to time, up to
137,100 shares of its outstanding common stock through private
transactions.  The program to repurchase common stock expires on
December 31, 2008, does not obligate Griffin to repurchase any specific number
of shares, and may be suspended at any time at management’s
discretion.  Based on the market price of its common stock as of March
1, 2008, if the total authorized number of shares are repurchased, Griffin would
expend approximately $4.6 million.  Griffin did not repurchase any of
its common stock in the 2008 first quarter.  Subsequent to the end of
the 2008 first quarter, Griffin repurchased 56,100 shares of its common stock
for approximately $1.9 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, individually or in the aggregate, to Griffin’s
consolidated financial position, results of operations or cash
flows.
  
 9.  Subsequent
Event
 Subsequent to the end of the 2008
first quarter, Griffin Land and the town of Simsbury, Connecticut, executed
settlement agreements for litigation related to Meadowood, Griffin Land’s
proposed residential development.  The terms of the settlement
agreements, previously approved by Simsbury’s land use commissions, allow up to
299 homes to be built, require Griffin Land to perform certain remediation
measures on the land and enable the town to acquire, subject to certain
approvals, a portion of the Meadowood land for town open space.  The
agreements must be approved by the Connecticut Superior Court, which will
consider each commission’s agreement at a public hearing.  If approved
by the Court, as Griffin Land expects, the previously filed lawsuits would be
withdrawn, with no further litigation between the parties on this
matter.  Development of Meadowood remains subject to receiving certain
environmental approvals from government agencies, which Griffin Land will be
seeking to obtain this year.
   17
  
 ITEM
      2.
                      MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      AND RESULTS OF OPERATIONS
 
 Overview
 
 The consolidated financial statements
of 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”).
 
 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 fiscal year ended December 1,
2007 included in Griffin’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission.  In the thirteen weeks ended March
1, 2008, Griffin adopted FASB Interpretation No. 48 “Accounting for Uncertainty
in Income Taxes,” SFAS No. 157, “Fair Value Measurements,” and SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial
Liabilities.”  The adoption of these new pronouncements did not have a
material effect on Griffin’s financial statements.
 
 The
preparation of Griffin’s financial statements in conformity with accounting
principles generally accepted in the United States of America 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 weeks ended March 1,
2008 are consistent with those used by Griffin in preparation of its fiscal 2007
financial statements.
 
 Summary
 
 Griffin’s net loss for the thirteen
weeks ended March 1, 2008 (the “2008 first quarter”) increased over the net loss
for the thirteen weeks ended March 3, 2007 (the “2007 first
quarter”).  The higher net loss principally reflects lower operating
results at Griffin Land in the 2008 first quarter as compared to the 2007 first
quarter.  The lower operating results at Griffin Land were due to
lower results from its leasing operations and a decrease in profit on property
sales.  The decrease in operating results at Griffin Land was
partially offset by lower general corporate expense in the 2008 first quarter as
compared to the 2007 first quarter. The 2008 first quarter operating loss at
Imperial was substantially unchanged from its 2007 first quarter operating
loss.  Imperial historically incurs an operating loss in the first
quarter due to the highly seasonal nature of its landscape nursery
business.
 
 Results
of Operations
 
 Thirteen
Weeks Ended March 1, 2008 Compared to the Thirteen Weeks Ended March 3,
2007
 
 Griffin’s consolidated total revenue
decreased from $4.6 million in the 2007 first quarter to $4.5 million in the
2008 first quarter.  The decrease of approximately $0.1 million
reflects an approximately $0.1 million decrease in revenue at Imperial, while
total revenue at Griffin Land was substantially unchanged.
   18
  Although
total revenue at Griffin Land was substantially unchanged, revenue from its
leasing operations increased approximately $0.1 million and revenue from
property sales decreased approximately $0.1 million. The increase in revenue
from leasing operations reflects $0.2 million of rental revenue from leases in
two new buildings that came on line after the 2007 first quarter and a lease in
a building acquired in the 2007 fourth quarter, partially offset by lower
revenue from utility billings to certain tenants in the current
year.  Property sales occur periodically and changes in revenue from
year to year from these transactions are not indicative of any trends in the
real estate business.
 
 A summary
of the square footage of Griffin Land’s real estate portfolio is as
follows:
 
 Total
                        Square
                        Footage
                      Square
                        Footage
                        Leased
                      Percentage
                        LeasedAs
      of March 1, 2008
                      2,016,000
                      1,331,000
                      66%As
      of December 1, 2007
                      2,016,000
                      1,322,000
                      66%As
      of March 3, 2007
                      1,837,000
                      1,241,000
                      68%
 
 The
increase in total square footage of approximately 179,000 square feet from the
end of the 2007 first quarter to the end of the 2008 first quarter principally
reflects an approximate 148,000 square foot industrial building that was
constructed and placed in service during fiscal 2007 and an approximate 31,000
square foot warehouse building acquired near the end of fiscal
2007.  The increase in square footage leased during the 2008 first
quarter reflects the lease of previously vacant space in one of Griffin Land’s
flex buildings partially offset by the expiration of a small lease for office
space that was not renewed.  Also during the 2008 first quarter,
Griffin Land entered into a lease for approximately 58,000 square feet with a
tenant that currently leases approximately 22,000 square feet in one of Griffin
Land’s Tradeport industrial buildings.  The new lease will be for
space in a new approximate 100,000 square foot industrial building that Griffin
Land started construction on in the 2008 first quarter and is expected to be
completed in the 2008 third quarter.  Market activity for warehouse
and industrial space in the area where Griffin’s properties are located softened
in the second half of 2007, as evidenced by a decline in inquiries from
prospective tenants, and has not yet shown signs of a significant
recovery.  The market for office space in the area where Griffin’s
office properties are located continues to be weak.
 
 Net sales and other revenue at Imperial
decreased from $0.6 million in the 2007 first quarter to $0.4 million in the
2008 first quarter.  Imperial’s landscape nursery business is highly
seasonal, with sales peaking in the spring.  A decrease in net sales
during the first quarter is not significant because sales in the winter months
that comprise the first quarter (December through February) are not significant
when compared to the full year’s net sales.  Over the past three
years, Imperial’s first quarter net sales accounted for less than 3% of
Imperial’s full year net sales in each of those years.
 
 Griffin incurred a consolidated
operating loss, including general corporate expense, of $2.1 million in the 2008
first quarter as compared to a consolidated operating loss, including general
corporate expense, of $1.7 million in the 2007 first quarter.  The
higher operating loss in the 2008 first quarter principally reflects a decrease
of approximately $0.6 million in the operating results of Griffin Land partially
offset by a $0.2 million decrease in general corporate expense.  The
operating loss at Imperial was substantially unchanged in the 2008 first quarter
as compared to the 2007 first quarter.
 
 Operating
results at Griffin Land in the 2008 and 2007 first quarters were as
follows:
  19
   2008
                      
                      
                      2007First
      Qtr.
                      
                      
                      First
      Qtr.(amounts
      in thousands)Rental
      revenue
                      
                      $
                      3,636
                      
                      
                      $
                      3,499Costs
      related to rental revenue excludingdepreciation
      and amortization expense (a)
                      
                      
                      (2,153
                      )
                      
                      
                      (1,666
                      )Profit
      from leasing activities before general andadministrative
      expenses and before depreciationand
      amortization expense (a)
                      
                      
                      1,483
                      
                      
                      
                      1,833Revenue
      from property sales
                      
                      
                      421
                      
                      
                      
                      520Costs
      related to property sales
                      
                      
                      (91
                      )
                      
                      
                      (34
                      )Gain
      from property sales
                      
                      
                      330
                      
                      
                      
                      486Profit
      from leasing activities and gain from property salesbefore
      general and administrative expenses and beforedepreciation
      and amortization expense (a)
                      
                      
                      1,813
                      
                      
                      
                      2,319General
      and administrative expenses excluding depreciationand amortization expense (a)
                      
                      
                      (645
                      )
                      
                      
                      (691
                      )Profit
      before depreciation and amortization expense
                      
                      
                      1,168
                      
                      
                      
                      1,628Depreciation
      and amortization expense related to costs ofrental revenue
                      
                      
                      (1,227
                      )
                      
                      
                      (1,072
                      )Depreciation
      and amortization expense - other
                      
                      
                      (9
                      )
                      
                      
                      (10
                      )Operating
      (loss) profit
                      
                      $
                      (68
                      )
                      
                      $
                      546
   (a)
                      The
      costs related to rental revenue excluding depreciation and amortization
      expense, profit from leasing activities before general and administrative
      expenses and before depreciation and amortization expense, general and
      administrative expenses excluding depreciation and amortization expense
      and profit before depreciation and amortization expense are disclosures
      not in conformity with accounting principles generally accepted in the
      United State of America.  They are presented because Griffin
      believes they are useful financial indicators for measuring the results in
      its real estate business segment.  However, they should not be
      considered as an alternative to operating profit as a measure of operating
      results in accordance with accounting principles generally accepted in the
      United States of America.  The aggregate of costs related to
      rental revenue excluding depreciation and amortization expense, costs
      related to property sales and depreciation and amortization expense
      related to costs of rental revenue is the costs related to rental revenue
      and property sales as reported on the consolidated statements of
      operations.
 
 Profit from leasing activities before
general and administrative expenses and before depreciation and amortization
expense decreased by approximately $0.4 million in the 2008 first quarter as
compared to the 2007 first quarter.  The decrease reflects higher
costs related to rental revenue excluding depreciation and amortization expense
that more than offset the increase in rental revenue.  The increase in
costs related to rental revenue excluding depreciation and amortization expense
reflected an increase in building operating expenses of $0.5 million in the 2008
first quarter as compared to the 2007 first quarter. The increase in building
operating expenses reflects $0.3 million of building operating expenses included
in the 2008 first quarter for buildings either constructed or purchased after
the 2007 first quarter, and an increase of $0.2 million for other operating
expenses in all buildings in the 2008 first quarter versus the 2007 first
quarter.  The increase in other operating expenses was due principally
to snow removal costs.
  20
   Revenue
and profit from property sales in the 2008 first quarter reflected the
recognition of previously deferred revenue and profit from the land sale to
Walgreen that closed in fiscal 2006.  There were no property sales
completed in the 2008 first quarter.  Property sales in the 2007 first
quarter principally reflected a sale of commercial land for $0.3 million and the
sale of a residential lot for $0.1 million.  Each of the land parcels
sold had a low cost basis, therefore, the aggregate gain on these land sales was
approximately $0.4 million.  Property sales revenue in the 2007 first
quarter also included the recognition of a small amount (less than $0.1 million)
of revenue and profit that was previously deferred from the 2006 sale of
undeveloped land in Tradeport to Walgreen.
 
 Griffin
Land’s general and administrative expenses were slightly lower in the 2008 first
quarter as compared to the 2007 first quarter.  Depreciation and
amortization expense at Griffin Land increased from $1.1 million in the 2007
first quarter to $1.2 million in the 2008 first quarter.  The increase
reflects $0.1 million of depreciation expense on facilities constructed and
purchased after the 2007 first quarter, therefore, there was no depreciation
expense on these facilities in the 2007 first quarter.
 
 Imperial’s operating loss was
substantially unchanged in the 2008 first quarter as compared to the 2007 first
quarter, as follows:
 2008
                        
                        
                        2007First
      Qtr.
                        
                        
                        First
      Qtr.(amounts
      in thousands)Net
      sales and other revenue
                        
                        $
                        424
                        
                        
                        $
                        567Cost
      of goods sold
                        
                        
                        438
                        
                        
                        
                        625Gross
      loss
                        
                        
                        (14
                        )
                        
                        
                        (58
                        )Selling,
      general and administrative expenses
                        
                        
                        (957
                        )
                        
                        
                        (943
                        )Operating
      loss
                        
                        $
                        (971
                        )
                        
                        $
                        (1,001
                        )
 Due to the seasonality of the landscape
nursery business, Imperial historically incurs a first quarter operating
loss.  As previously noted, Imperial’s first quarter net sales are not
significant to their total net sales for the year.  Selling, general
and administrative expenses were substantially unchanged in the 2008 first
quarter as compared to the 2007 first quarter.
 
 Imperial’s fiscal 2008 results may be
negatively affected by the recent increase in fuel costs, which is expected to
increase Imperial’s delivery costs.  Imperial may not be able to pass
on all or some of the delivery cost increases to customers.  In
addition, the weakened economy and housing slowdown may also negatively impact
Imperial’s net sales and operating results.  The carryover effect of
the 2007 drought in the Southeastern states may continue to depress sales of
landscape nursery product in that area during fiscal 2008.
 
 Griffin’s general corporate expense was
$1.1 million in the 2008 first quarter as compared to $1.3 million in the 2007
first quarter.  The decrease in general corporate expense principally
reflects the inclusion in the 2007 first quarter of $0.3 million of costs
related to litigation against Griffin.  That litigation was
subsequently settled later in that year.  Partially offsetting the
decrease in litigation expense was higher payroll expense, due to an increase in
headcount.
 
 Griffin’s
consolidated interest expense increased from $0.7 million in the 2007 first
quarter to $0.8 million in the 2008 first quarter.  Although the
amount of interest paid was substantially the same in the 2008 first quarter as
compared to the 2007 first quarter, interest expense increased due to less
interest capitalized in the 2008 first quarter as compared to the 2007 first
quarter.  The lower amount of interest
  21
  capitalized
reflects a higher volume of construction activity in the 2007 first quarter than
the 2008 first quarter.  Griffin’s average outstanding debt was $49.6
million in the 2008 first quarter as compared to $51.7 million in the 2007 first
quarter.
 
 Griffin
reported investment income of $0.4 million in both the 2008 and 2007 first
quarters.  An increase in the investment returns in the current
quarter was substantially offset by, on average, a lower amount of short-term
investments in the 2008 first quarter as compared to the 2007 first
quarter.
 
 Griffin’s effective income tax rate was
38.2% in the 2008 first quarter as compared to 37.5% in the 2007 first
quarter.  The effective tax rate reflects a 35% federal tax rate with
the balance attributed to state taxes.  The effective tax rate used in
the 2008 first quarter is based on management’s projections of operating results
for the full year.  To the extent that actual results differ from
current projections, the effective income tax rate may change.
 
 Off
Balance Sheet Arrangements
 
 Griffin does not have any material off
balance sheet arrangements.
 
 Liquidity
and Capital Resources
 
 Net cash used in operating activities
was $3.2 million in the 2008 first quarter as compared to net cash provided by
operating activities of $2.5 million in the 2007 first quarter.  Net
cash used in operating activities in the 2008 first quarter includes $1.5
million of cash generated from a reduction of short-term investments as compared
to $7.1 million of cash generated from a reduction of short-term investments in
the 2007 first quarter.  Excluding these items in each period, Griffin
had net cash used in operating activities of $4.7 million in both the 2008 and
2007 first quarters.  The effect on cash of the greater net loss in
the 2008 first quarter, a greater increase in inventories and an unfavorable
change in other current assets in the 2008 first quarter as compared to the 2007
first quarter was offset by a favorable change in accounts payable and accrued
liabilities.  The greater increase in inventories principally reflects
the timing of purchases by Imperial.  The unfavorable change in other
current assets reflects a higher income tax receivable recorded in the current
period.  The favorable change in accounts payable and accrued
liabilities is related to the inventory purchases by Imperial and the timing of
payments.
 
 In the 2008 first quarter, Griffin had
net cash of $1.6 million used in investing activities as compared to net cash of
$2.6 million used in investing activities in the 2007 first
quarter.  The net cash used in investing activities in the 2008 first
quarter includes additions to Griffin Land’s real estate assets of $1.4 million,
principally reflecting tenant improvements related to new
leases.  Additions to property and equipment, principally for
Imperial, were $0.2 million in the 2008 first quarter, principally to replace
equipment used in Imperial’s farming operations.
 
 Net cash used in financing activities
was $0.8 million in the 2008 first quarter as compared to $0.3 million in the
2007 first quarter.  The net cash used in financing activities in the
2008 first quarter reflects a $0.5 million dividend payment on Griffin’s common
stock and $0.3 million for payments of principal on Griffin Land’s nonrecourse
mortgages and payments of capital lease obligations.
 
 In fiscal 2007, Griffin’s Board of
Directors authorized a program to repurchase, from time to time, outstanding
shares of Griffin common stock.  The program to repurchase does not
obligate Griffin to repurchase any specific number of shares, and may be
suspended at any time at management’s discretion.  The program expires
on December 31, 2008.  Griffin did not repurchase any common stock in
the 2008 first quarter, and as of March 1, 2008, Griffin was authorized to
repurchase 137,100 shares of its common stock.  Subsequent to the end
of the 2008 first quarter, Griffin repurchased 56,100 shares of its common stock
for approximately $1.9 million.
  22
 
 In the near-term, Griffin plans to
continue to invest in its real estate business.  Near the end of the
2008 first quarter, Griffin Land started construction, on speculation, on the
shell of a 100,000 square foot industrial building in Tradeport.  A
lease for approximately 58,000 square feet of this new building was signed prior
to the start of construction.  As a result of an increase in material
costs, the construction cost of this new building will be higher than the cost
of construction on the Tradeport buildings previously developed by Griffin
Land.  Through the balance of fiscal 2008, Griffin Land will complete
construction of the new Tradeport building, expected to be completed at the end
of the third quarter, and expects to incur expenditures for tenant improvements
as leases are completed.  Griffin Land will also continue to invest in
infrastructure improvements required for present and future development in its
office and industrial parks.
 
 Subsequent
to the end of the 2008 first quarter, Griffin Land and the town of Simsbury,
Connecticut, executed agreements settling litigation related to Meadowood,
Griffin Land’s proposed residential development.  The settlement
agreements grant Griffin Land town approvals for Meadowood.  As part
of the agreements with the town, Griffin Land will be required to perform
certain remediation measures.  Development of Meadowood remains
subject to receiving certain environmental approvals from government agencies,
which Griffin Land will be seeking to obtain this year.
 
 In June
2007, Griffin Land executed an agreement to sell approximately 45 acres of land
in Bloomfield, Connecticut that is part of Griffin Center to a developer of
residential housing.  The purchase price is $4.5 million, but may
increase to $5.6 million or decrease to $3.9 million depending on the number of
residential units the buyer is permitted to build.  In addition,
Griffin Land would receive additional revenue upon the buyer’s sale of
residential units.  Completion of this transaction is subject to
several contingencies, including satisfactory completion of due diligence by the
buyer and the buyer obtaining governmental approvals for its proposed
development plans.  The time frame for the buyer to obtain all of the
required governmental approvals is expected to be an extended one, with the
closing of this transaction not expected this year.  There can be no
assurance that this transaction will be completed under its current terms, or at
all.
 
 Griffin’s
payments (including principal and interest) under contractual obligations as of
March 1, 2008 are as follows:
 Total
                    
                    
                    Due
      Within One Year
                    
                    
                    Due
      From 1-3 Years
                    
                    
                    Due
      From 3-5 Years
                    
                    
                    Due
      in More Than 5 Years(in
      millions)Mortgages
                    
                    $
                    67.5
                    
                    
                    $
                    4.4
                    
                    
                    $
                    15.1
                    
                    
                    $
                    13.9
                    
                    
                    $
                    34.1Capital
      Lease Obligations
                    
                    
                    0.2
                    
                    
                    
                    0.1
                    
                    
                    
                    0.1
                    
                    
                    
                    -
                    
                    
                    
                    -Operating
      Lease Obligations
                    
                    
                    0.1
                    
                    
                    
                    0.1
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Purchase
      Obligations (1)
                    
                    
                    4.2
                    
                    
                    
                    4.2
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Other
      (2)
                    
                    
                    2.2
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2.2$
                    74.2
                    
                    
                    $
                    8.8
                    
                    
                    $
                    15.2
                    
                    
                    $
                    13.9
                    
                    
                    $
                    36.3
 
 (1)
                  Includes
      obligations for the construction of the shell of a new industrial building
      at Griffin Land, completion of tenant improvements, infrastructure
      improvements in Tradeport and for the purchase of plants and raw materials
      by Imperial.
 (2)
                  Includes
      Griffin’s deferred compensation plan and other postretirement benefit
      liabilities.
 
 As
of March 1, 2008, Griffin had cash and short-term investments of approximately
$27.0 million.  Management believes that the significant amount of
cash and short-term investments held by
 
 23
 
 Griffin
will be sufficient to finance the working capital requirements of its
businesses, the continued investment in Griffin’s real estate assets for the
foreseeable future, the payment of quarterly dividends on its common stock and
the repurchase of its common stock as authorized by the Board of
Directors.  Griffin may also continue to seek nonrecourse mortgage
placements on selected properties.  Griffin also anticipates seeking
to purchase either or both land and buildings with a substantial portion of its
cash and short-term investment balances.   Real estate
acquisitions may or may not occur based on many factors, including real estate
pricing.
 
 Recent Accounting
Pronouncements
 
 Effective December 2, 2007, Griffin
adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN No. 48”). This interpretation clarifies the accounting for uncertainty in
income taxes recognized in a company's financial statements in accordance with
Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes.”  Specifically, FIN No. 48 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  FIN No. 48 also provides guidance on the related
derecognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax positions. In connection
with the adoption of FIN No. 48, Griffin has analyzed its federal and
significant state filing positions.  Griffin’s federal income tax
returns for fiscal 2004 through fiscal 2006 are currently under examination by
the Internal Revenue Service.  The periods subject to examination for
Griffin’s significant state return, which is Connecticut, are fiscal 2004
through fiscal 2006.  Griffin believes that its income tax filing
positions will be sustained on examination and does not anticipate any
adjustments that will result in a material change on its financial
statements.  As a result, no accrual for uncertain income tax
positions has been recorded pursuant to FIN No. 48 nor was there a cumulative
effect related to adopting FIN No. 48.
 
 Griffin’s policy for recording interest
and penalties related to uncertain tax positions is to record such items as part
of its provision for federal and state income taxes.
 
 Effective
December 2, 2007, Griffin adopted SFAS No. 157, “Fair Value
Measurements.”  This new standard defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements.  This statement
does not require any new fair value measurements but provides guidance in
determining fair value measurements presently used in the preparation of
financial statements.  The amounts included on Griffin’s consolidated
balance sheet for cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate their fair values because of the
short-term maturity of these instruments.  Griffin’s short-term
investments and its available-for-sale securities are reported at fair value on
Griffin’s consolidated balance sheet.  The fair value of Griffin’s
short-term investments and available-for-sale securities was based on quoted
prices in active markets for identical assets (Level 1).  Griffin was
not required to use significant other observable inputs (Level 2) or significant
unobservable inputs (Level 3) in determining the fair value of its short-term
investments and available-for-sale securities.
 
 Effective December 2, 2007, Griffin
adoptedSFAS No. 159, “The Fair Value Option for Financial Assets and
Financial Liabilities.  This new standard allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election.  Subsequent measurements for the
financial assets and liabilities an entity elects to fair value will be
recognized in earnings.  SFAS No. 159 does not affect any existing
pronouncements that require assets and liabilities to be carried at fair value,
nor does it eliminate disclosure requirements included under existing
pronouncements.  Griffin did not elect to report any additional assets
or liabilities at fair value that are not already being reported at fair
value.
 
 24
 
 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
improvement in the operating results of Imperial, leasing of currently vacant
space, construction of additional facilities in the real estate business,
completion of land sales that are currently under contract, approval of the
Meadowood settlement or the repurchase by Griffin of the number of shares of its
outstanding common stock currently authorized by its Board of
Directors.  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 prepay 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.  Griffin’s mortgage interest rates are described in Note 4
to the unaudited consolidated financial statements included in Item
1.  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 did not have any variable rate debt
outstanding during the 2008 first quarter .
 
 Griffin is potentially exposed to
market risks from fluctuations in interest rates and the effects of those
fluctuations on market values of Griffin’s cash equivalents.  These
investments generally consist of overnight investments that are not
significantly exposed to interest rate risk.  Griffin’s short-term
investments generally consist of debt instruments with maturities ranging from
four to fourteen months, with a weighted average maturity of approximately six
months as of March 1, 2008.  These investments 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.
 
 Griffin does not have foreign currency
exposure related to its operations.  Griffin does have an investment
in a public company, Centaur Media, plc, based in the United
Kingdom.  The ultimate liquidation of that investment and conversion
of proceeds into United States currency is subject to future foreign currency
exchange rates.
 
 25
  ITEM
      4.
                    CONTROLS
      AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  Griffin maintains disclosure controls
and procedures that are designed to ensure that information required
to be disclosed in its 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 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 necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
 
 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 fiscal period covered by this report.  Based on the
foregoing, Griffin’s Chief Executive Officer and Chief Financial Officer
concluded that disclosure controls and procedures were effective at the
reasonable assurance level.
 
 Changes
in Internal Control over Financial Reporting
 
 There has been no change in Griffin’s
internal control over financial reporting during Griffin’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, Griffin’s internal control over financial reporting.
 
 PART
      II
                    OTHER
      INFORMATION
 
 ITEM
      1.
                    LEGAL
      PROCEEDINGS
 
 In 1999, Griffin Land filed land use
applications with the land use commissions of Simsbury, Connecticut for
Meadowood, a proposed residential development on approximately 363 acres of
land.  In 2000, Simsbury’s land use commissions issued denials of
Griffin Land’s Meadowood application.  As a result of those denials,
Griffin brought several separate, but related, suits appealing those
decisions.  In 2002, the trial court upheld two of Griffin Land’s
appeals and ordered the town’s Planning and Zoning Commissions to approve the
Meadowood application.  The town appealed those
decisions.  In 2004, the Connecticut Supreme Court ordered the Zoning
Commission to approve the zoning regulations proposed by Griffin Land for
Meadowood.  The Connecticut Supreme Court also ruled that the denial
of the Meadowood application by the Planning Commission can be upheld because
Griffin Land had not obtained the required sewer usage permits at the time the
application was made to the Planning Commission.  The required sewer
usage permits for Meadowood have been subsequently obtained.  Also in
2004, the Connecticut Supreme Court reversed a lower court decision that had
denied Griffin Land a wetlands permit, and remanded the case to Superior Court
for further proceedings to determine if a wetlands permit must be
issued.  In 2005, the Superior Court ruled that Griffin Land must
again apply to the town’s Conservation and Inland Wetlands Commission for a
wetlands permit for its proposed Meadowood development.  However, the
wetlands case has been accepted for review by the Connecticut Appellate Court,
and is currently pending there.
 
 In early
2007, Griffin Land and the town of Simsbury jointly filed a motion in the
Appellate Court to have the appeal remanded to the Superior Court in
anticipation of the parties potentially presenting a settlement proposal to the
court for its review and approval.  Also in 2007, the
town’s
  26
  Planning,
Zoning and Inland Wetlands Commissions, approved resolutions for settlement
agreements.  The settlement terms include, among other things,
approval for up to 299 homes, certain remediation measures to be performed by
Griffin Land and the purchase by the town, subject to approvals, of a portion of
the Meadowood land for town open space.  In February 2008, the
Simsbury Planning Commission approved a resolution recommending that the town
acquire the portion of the Meadowood land as outlined in the settlement
agreements if such land is substantially clean and suitable for use as municipal
open space.  In March 2008, Griffin Land and Simsbury executed
settlement agreements under the terms previously agreed upon.  The
settlement agreements must be approved by the Connecticut Superior Court, which
will consider each commission’s agreement at a public court hearing and render
its decision.  If approved by the Court, as Griffin Land expects, the
previously filed cases would be withdrawn with no further litigation between the
parties on this matter.
 
 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 legal
counsel, the ultimate liability, if any, with respect to these matters will not
be material individually or in the aggregate to Griffin’s consolidated financial
position, results of operations or cash flows.
 
 ITEM
      1A.
                    RISK
      FACTORS
 
 There have been no material changes
from risk factors as previously disclosed in Item 1A of the Company's Annual
Report on Form 10-K for the year ended December 1, 2007.
 
 
 ITEM
      5.
                    OTHER
      INFORMATION
 
 On April 9, 2008, Imperial Nurseries,
Inc., (“Imperial”) and Gregory M. Schaan, President of Imperial, entered into an
amendment of the Employment Agreement by and between Imperial Nurseries, Inc.
and Gregory Schaan dated January 1, 2001 (“Amendment”).  The Amendment
clarifies the post-employment compensation for Mr.Schaan in the event of the
death or disability of Mr. Schaan or the termination of Mr. Schaan’s employment
with Imperial for certain reasons, including, without limitation, for any
termination following a change in control of Imperial (as defined in the
Employment Agreement).  Attached as Exhibit 10.35, to this report is
the Employment Agreement by and between Imperial Nurseries, Inc. and Gregory
Schaan dated January 1, 2001, as amended April 9, 2008, which is incorporated
herein by reference.
 
 ITEM
      6.
                    EXHIBITSExhibit
      No.
                    Description3.1
                    Form
      of Amended and Restated Certificate of Incorporation of Griffin Land &
      Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land
      & Nurseries, Inc., filed April 8, 1997, as amended)3.2
                    Form
      of Bylaws of Griffin Land & Nurseries, Inc. (incorporated by reference
      to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8,
      1997, as amended)10.4
                    Form
      of Agricultural Lease between Griffin Land & Nurseries, Inc. and
      General Cigar Holdings, Inc. (incorporated by reference to the
      Registration Statement on Form S-1 of General Cigar Holdings, Inc., filed
      December 24, 1996, as amended)
   27
  10.6
                    Form
      of 1997 Stock Option Plan of Griffin Land & Nurseries, Inc.
      (incorporated by reference to the Form 10 of Griffin Land & Nurseries,
      Inc., filed April 8, 1997, as amended)10.7
                    Form
      of 401(k) Plan of Griffin Land & Nurseries, Inc. (incorporated by
      reference to the Form 10 of Griffin Land & Nurseries, Inc., filed
      April 8, 1997, as amended)10.17
                    Loan
      Agreement dated June 24, 1999 (incorporated by reference to Form 10-Q
      dated August 28, 1999 filed October 8, 1999)10.21
                    Mortgage
      Deed, Security Agreement, Financing Statement and Fixture Filing with
      Absolute Assignment of Rents and Leases dated September 17, 2002 between
      Tradeport Development I, LLC and Farm Bureau Life Insurance Company
      (incorporated by reference to Form 10-Q dated August 31, 2002 filed
      October 11, 2002)10.22
                    Letter
      of Agreement between Griffin Land & Nurseries, Inc. and USAA Real
      Estate Company (incorporated by reference to Form 10-Q dated August 31,
      2002 filed October 11, 2002)10.23
                    Agreement
      of Purchase and Sale of Partnership Interest between Griffin Land &
      Nurseries, Inc. and USAA Real Estate Company dated December 3, 2002
      (incorporated by reference to Form 10-K dated November 30, 2002 filed
      February 28, 2003)10.24
                    Mortgage
      Deed and Security Agreement dated December 17, 2002 between Griffin Center
      Development IV, LLC and Webster Bank (incorporated by reference to Form
      10-K dated November 30, 2002 filed February 28, 2003)10.28
                    Secured
      Installment Note and First Amendment of Mortgage and Loan Documents dated
      April 16, 2004 among Tradeport Development I, LLC, and Griffin Land &
      Nurseries, Inc. and Farm Bureau Life Insurance Company (incorporated by
      reference to Form 10-Q dated May 29, 2004, filed July 13,
      2004)10.29
                    Mortgage
      Deed Security Agreement, Fixture Filing, Financing Statement and
      Assignment of Leases and Rents dated July 6, 2005 by Tradeport Development
      II, LLC in favor of First Sunamerica Life Insurance Company (incorporated
      by reference to Form 10-Q dated May 28, 2005 filed on November 2,
      2005)10.30
                    Promissory
      Note dated July 6, 2005 (incorporated by reference to Form 10-Q dated May
      28, 2005 filed on November 2, 2005)10.31
                    Guaranty
      Agreement as of July 6, 2005 by Griffin Land & Nurseries, Inc. in
      favor of Sunamerica Life Insurance Company (incorporated by reference to
      Form 10-Q dated May 28, 2005 filed on November 2,
  2005)
  28
  10.32
                    Amended
      and Restated Mortgage Deed Security Agreement, Fixture Filing, Financing
      Statement and Assignment of Leases and Rents dated November 16, 2006 by
      Tradeport Development II, LLC in favor of First Sunamerica Life Insurance
      Company (incorporated by reference to Form 10-K dated December 2, 2006
      filed February 15, 2007)10.33
                    Amended
      and Restated Promissory Note dated November 16, 2006 (incorporated by
      reference to Form 10-K dated December 2, 2006 filed February 15,
      2007)10.34
                    Guaranty
      Agreement as of November 16, 2006 by Griffin Land & Nurseries, Inc. in
      favor of Sunamerica Life Insurance Company (incorporated by reference to
      Form 10-K dated December 2, 2006 filed February 15,
  2007)10.35
      *
                    Employment
      Agreement by and between Imperial Nurseries, Inc. and Gregory Schaan dated
      January 1, 2001, as amended April 9, 2008.14.1
                    Griffin
      Land & Nurseries, Inc. Code of Ethics (incorporated by reference to
      Form 10-K dated November 29, 2003, filed February 25,
      2004)16.1
                    Letter
      from PricewaterhouseCoopers LLP dated March 26, 2008 (incorporated by
      reference to Form 8-K dated March 25, 2008, filed March 27,
      2008)21
                    Subsidiaries
      of Griffin Land & Nurseries, Inc. (incorporated by reference to the
      Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as
      amended)31.1
      *
                    Certifications
      of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 200231.2
      *
                    Certifications
      of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant
      to Section 302 of the Sarbanes Oxley Act of 200232.1
      *
                    Certifications
      of Chief Executive Officer Pursuant to 18 U.S.CSection
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
      *
                    Certifications
      of Chief Financial Officer Pursuant to 18 U.S.CSection
      1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 
 *  Filed
herewith.
  29
    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.
      DANZIGERDate:  April
      10, 2008
                    
                    Frederick
      M. DanzigerPresident
      and Chief Executive Officer/s/ ANTHONY J.
      GALICIDate:  April
      10, 2008
                    
                    Anthony
      J. GaliciVice
      President, Chief Financial Officer and Secretary
  30