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 3, 2007TRANSITION
                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.




Yesx
            No ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            Accelerated
                filerx
            Non-accelerated
                filer ̈







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


Yes ̈
            Nox







---


Number
      of
      shares of Common Stock outstanding at March 30, 2007: 5,135,663





Griffin
      Land & Nurseries, Inc.


Form
      10-Q


Index








*PART
                I -*
            
            FINANCIAL
                INFORMATION*ITEM
                1*
            Financial
                StatementsConsolidated
                Statements of Operations (unaudited)13
                Weeks Ended March 3, 2007 and March 4, 2006
            3Consolidated
                Balance Sheets (unaudited)March
                3, 2007 and December 2, 2006
            4Consolidated
                Statements of Changes in Stockholders’ Equity (unaudited)13
                Weeks Ended March 3, 2007 and March 4, 2006
            5Consolidated
                Statements of Cash Flows (unaudited)13
                Weeks Ended March 3, 2007 and March 4, 2006
            6Notes
                to Consolidated Financial Statements (unaudited)
            7-17*ITEM
                2*
            Management’s
                Discussion and Analysis ofFinancial
                Condition and Results of Operations
            18-25*ITEM
                3*
            Quantitative
                and Qualitative Disclosures About Market Risk
            25*ITEM
                4*
            Controls
                and Procedures
            26*PART
                II -*
            
            OTHER
                INFORMATION*ITEM
                1*
            Legal
                Proceedings
            26-27*ITEM
                1A*
            Risk
                Factors
            28*ITEMS
                2-5*
            Not
                Applicable*ITEM
                6*
            Exhibits
            28-30SIGNATURES
            31


























**PART
                I**
            **FINANCIAL
                INFORMATION**ITEM
                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
                  3, 2007
              
              March
                  4, 2006Landscape
                  nursery net sales
              
              $
              567
              
              $
              675Rental
                  revenue and property sales
              
              
              4,019
              
              
              3,014Total
                  revenue
              
              
              4,586
              
              
              3,689Costs
                  of landscape nursery sales
              
              
              625
              
              
              682Costs
                  related to rental revenue and property sales
              
              
              2,772
              
              
              2,553Total
                  costs of goods sold
              
              
              3,397
              
              
              3,235Gross
                  profit
              
              
              1,189
              
              
              454Selling,
                  general and administrative expenses
              
              
              2,938
              
              
              2,496Operating
                  loss
              
              
              (1,749
              )
              
              (2,042
              )Interest
                  expense
              
              
              (738
              )
              
              (765
              )Investment
                  income
              
              
              427
              
              
              398Loss
                  before income tax benefit
              
              
              (2,060
              )
              
              (2,409
              )Income
                  tax benefit
              
              
              (772
              )
              
              (907
              )Net
                  loss
              
              $
              (1,288
              )
              $
              (1,502
              )Basic
                  net loss per common share
              
              $
              (0.25
              )
              $
              (0.30
              )Diluted
                  net loss per common share
              
              $
              (0.25
              )
              $
              (0.30
              )





See
      Notes
      to Consolidated Financial Statements *.*








3





Griffin
      Land & Nurseries, Inc.


Consolidated
      Balance Sheets


(dollars
      in thousands, except
      per share data)


(unaudited)


Mar.
                  3, 2007
              
              Dec.
                  2, 2006ASSETSCurrent
                  Assets:Cash
                  and cash equivalents
              
              $
              1,882
              
              $
              2,265Short-term
                  investments, net
              
              
              28,662
              
              
              35,973Accounts
                  receivable, less allowance of$104
                  and
                  $143
              
              
              1,676
              
              
              2,559Inventories,
                  net
              
              
              35,145
              
              
              30,579Deferred
                  income taxes
              
              
              2,335
              
              
              2,331Other
                  current assets
              
              
              6,818
              
              
              7,226Total
                  current assets
              
              
              76,518
              
              
              80,933Real
                  estate held for sale or lease, net
              
              
              103,050
              
              
              101,544Property
                  and equipment, net
              
              
              8,996
              
              
              9,144Investment
                  in Centaur Media, plc
              
              
              18,252
              
              
              18,592Other
                  assets
              
              
              6,998
              
              
              6,402Total
                  assets
              
              $
              213,814
              
              $
              216,615LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Current
                  portion of long-term debt
              
              $
              1,241
              
              $
              1,197Deferred
                  revenue
              
              
              5,976
              
              
              6,245Accounts
                  payable and accrued liabilities
              
              
              7,286
              
              
              7,813Total
                  current liabilities
              
              
              14,503
              
              
              15,255Long-term
                  debt
              
              
              50,341
              
              
              50,631Deferred
                  income taxes
              
              
              6,511
              
              
              6,990Other
                  noncurrent liabilities
              
              
              4,316
              
              
              4,125Total
                  liabilities
              
              
              75,671
              
              
              77,001Commitments
                  and contingencies (Note 8)Stockholders'
                  Equity:Common
                  stock, par value $0.01 per share, 10,000,000 sharesauthorized,
                  5,177,709
                  shares issued and 5,132,663 sharesoutstanding
              
              
              52
              
              
              52Additional
                  paid-in capital
              
              
              98,586
              
              
              98,549Retained
                  earnings
              
              
              31,089
              
              
              32,377Accumulated
                  other comprehensive income, net of tax
              
              
              9,722
              
              
              9,942Treasury
                  stock, at cost, 45,046 shares
              
              
              (1,306
              )
              
              (1,306
              )Total
                  stockholders' equity
              
              
              138,143
              
              
              139,614Total
                  liabilities and stockholders' equity
              
              $
              213,814
              
              $
              216,615


See
      Notes
      to Consolidated Financial Statements **.**


4


Griffin
      Land & Nurseries, Inc.


Consolidated
      Statements of Changes in Stockholders’ Equity


For
      the
      Thirteen Weeks Ended March 3, 2007 and March 4, 2006


(dollars
      in thousands)


(unaudited)





**Shares
                  of Common Stock Issued**
              
              **Common
                  Stock**
              
              **Additional
                  Paid-in Capital**
              
              **Retained
                  Earnings**
              
              **Accumulated
                  Other Comprehensive Income (Loss)**
              
              **Treasury
                  Stock**
              
              **Total**
              
              **Total
                  Comprehensive Income (Loss)**Balance
                  at Dec. 3, 2005
              
              
              4,999,604
              
              $
              50
              
              $
              95,339
              
              $
              32,809
              
              $
              4,659
              
              $
              -
              
              $
              132,857Exercise
                  of stock optionsincluding
                  tax benefit of $793
              
              
              96,172
              
              
              1
              
              
              1,530
              
              
              -
              
              
              -
              
              
              -
              
              
              1,531Stock-based
                  compensation expense
              
              
              -
              
              
              -
              
              
              25
              
              
              -
              
              
              -
              
              
              -
              
              
              25Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,502
              )
              
              -
              
              
              -
              
              
              (1,502
              )
              $
              (1,502
              )Other
                  comprehensive income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              510
              
              
              -
              
              
              510
              
              
              510Balance
                  at Mar. 4, 2006
              
              
              5,095,776
              
              $
              51
              
              $
              96,894
              
              $
              31,307
              
              $
              5,169
              
              $
              -
              
              $
              133,421
              
              $
              (992
              )Balance
                  at Dec. 2, 2006
              
              
              5,177,709
              
              $
              52
              
              $
              98,549
              
              $
              32,377
              
              $
              9,942
              
              $
              (1,306
              )
              $
              139,614Stock-based
                  compensation expense
              
              
              -
              
              
              -
              
              
              37
              
              
              -
              
              
              -
              
              
              -
              
              
              37Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,288
              )
              
              -
              
              
              -
              
              
              (1,288
              )
              $
              (1,288
              )Other
                  comprehensive loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (220
              )
              
              -
              
              
              (220
              )
              
              (220
              )Balance
                  at Mar. 3, 2007
              
              
              5,177,709
              
              $
              52
              
              $
              98,586
              
              $
              31,089
              
              $
              9,722
              
              $
              (1,306
              )
              $
              138,143
              
              $
              (1,508
              )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,*Mar.
                  3, 2007
              
              Mar.
                  4, 2006**Operating
                  activities:**Net
                  loss
              
              $
              (1,288
              )
              $
              (1,502
              )Adjustments
                  to reconcile net loss to net cashprovided
                  by operating activities:Depreciation
                  and amortization
              
              
              1,413
              
              
              1,439Gain
                  on sales of properties
              
              
              (486
              )
              
              -Deferred
                  income taxes
              
              
              (363
              )
              
              (57
              )Unrealized
                  loss (gain) on trading securities
              
              
              171
              
              
              (242
              )Stock
                  based compensation expense
              
              
              37
              
              
              25Provision
                  for bad debts
              
              
              (34
              )
              
              23Amortization
                  of debt issuance costs
              
              
              25
              
              
              21Changes
                  in assets and liabilities:Short-term
                  investments
              
              
              7,140
              
              
              7,867Accounts
                  receivable
              
              
              917
              
              
              1,157Inventories
              
              
              (4,566
              )
              
              (4,787
              )Other
                  current assets
              
              
              407
              
              
              (1,715
              )Accounts
                  payable and accrued liabilities
              
              
              (146
              )
              
              (99
              )Deferred
                  revenue
              
              
              (99
              )
              
              378Other,
                  net
              
              
              (663
              )
              
              (328
              )Net
                  cash provided by operating activities
              
              
              2,465
              
              
              2,180**Investing
                  activities:**Additions
                  to real estate held for sale or lease
              
              
              (2,848
              )
              
              (3,342
              )Proceeds
                  from sales of properties, net of expenses
              
              
              449
              
              
              -Additions
                  to property and equipment
              
              
              (174
              )
              
              (203
              )Net
                  cash used in investing activities
              
              
              (2,573
              )
              
              (3,545
              )**Financing
                  activities:**Payments
                  of debt
              
              
              (275
              )
              
              (263
              )Tax
                  benefit of stock options exercised
              
              
              -
              
              
              793Exercise
                  of stock options
              
              
              -
              
              
              738Net
                  cash (used in) provided by financing activities
              
              
              (275
              )
              
              1,268Net
                  decrease in cash and cash equivalents
              
              
              (383
              )
              
              (97
              )Cash
                  and cash equivalents at beginning of period
              
              
              2,265
              
              
              1,207Cash
                  and cash equivalents at end of period
              
              $
              1,882
              
              $
              1,110


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 2, 2006 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 2, 2006 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 3, 2007 are not
        necessarily indicative of the results to be expected for the full year. Certain
        amounts from the prior year have been reclassified to conform to the current
        presentation.
 
 In
        fiscal
        2006, Griffin adopted SFAS No. 123(R) “Share-Based Payment” (“SFAS No. 123(R)")
        using the modified prospective method of adoption. Prior to the thirteen
        weeks
        ended March 4, 2006, Griffin accounted for stock options under the recognition
        and measurement principles of Accounting Principles Board Opinion No. 25,
        “Accounting for Stock Issued to Employees.”
 
 2.  Recent
        Accounting Pronouncements
  In
        June
        2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
        in
        Income Taxes" (“Fin No. 48”). The 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. Fin No. 48 is effective for fiscal
        years
        beginning after December 15, 2006, which for Griffin will be fiscal 2008.
        Griffin is evaluating the impact of this new pronouncement on its consolidated
        financial statements.
 
 In
        September 2006, the FASB issued 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. This new standard
        is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007, which for Griffin will be fiscal 2008. Griffin is evaluating
        the impact of this new pronouncement on its consolidated financial statements.
 7
 In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
        No. 87, 88, 106 and 132(R).” This new standard requires employers to recognize
        the overfunded or underfunded status of a defined benefit postretirement
        plan as
        an asset or liability in its statement of financial position and to recognize
        changes in that funded status in the year in which the changes occur through
        comprehensive income. For employers that have equity securities that trade
        in a
        public market, this new standard requires the recognition of the funded status
        of a defined benefit postretirement plan and requires disclosures as of the
        end
        of the fiscal year ending after December 15, 2006. Griffin does not have
        a
        defined benefit pension plan and its defined benefit postretirement benefit
        plan
        is unfunded and is included as a liability on Griffin’s balance sheet.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities-Including an amendment of FASB
        Statement No. 115.” 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. This statement also
        establishes additional disclosure requirements and is effective for fiscal
        years
        beginning after November 15, 2007, which for Griffin will be fiscal 2008.
        Griffin is evaluating the impact of this new pronouncement on its consolidated
        financial statements.
 
 
  3.  Industry
        Segment Information
   Griffin’s
        reportable segments are defined by their products and services, and are
        comprised of the landscape nursery and real estate segments. Management operates
        and receives reporting based upon these segments. Griffin has no operations
        outside the United States. Griffin’s export sales and transactions between
        segments are not material.
  
 *For
                    the 13 Weeks Ended,*Mar.
                    3, 2007
                
                Mar.
                    4, 2006Total
                    revenue:Landscape
                    nursery net sales
                
                $
                567
                
                $
                675Rental
                    revenue and property sales
                
                
                4,019
                
                
                3,014$
                4,586
                
                $
                3,689Operating
                    profit (loss):Landscape
                    nursery
                
                $
                (1,001
                )
                $
                (965
                )Real
                    estate
                
                
                546
                
                
                (261
                )Industry
                    segment totals
                
                
                (455
                )
                
                (1,226
                )General
                    corporate expense
                
                
                (1,294
                )
                
                (816
                )Operating
                    loss
                
                
                (1,749
                )
                
                (2,042
                )Interest
                    expense
                
                
                (738
                )
                
                (765
                )Investment
                    income
                
                
                427
                
                
                398Loss
                    before income tax benefit
                
                $
                (2,060
                )
                $
                (2,409
                )
 
 8
 Identifiable
                    assets:
                
                
                Mar.
                    3, 2007
                
                
                Dec.
                    2, 2006Landscape
                    nursery
                
                $
                45,948
                
                $
                42,065Real
                    estate
                
                
                111,803
                
                
                110,384Industry
                    segment totals
                
                
                157,751
                
                
                152,449General
                    corporate (consists primarily of investments)
                
                
                56,063
                
                
                64,166Total
                    assets
                
                $
                213,814
                
                $
                216,615
 Revenue
        of the real estate segment in the thirteen weeks ended March 3, 2007 includes
        property sales revenue of $520. There was no property sales revenue in the
        thirteen weeks ended March 4, 2006.
 
 4.  Long-Term
        Debt
 
 Long-term
        debt includes:
 
 Mar.
                    3, 2007
                
                Dec.
                    2, 2006Nonrecourse
                    mortgages:8.54%,
                    due July 1, 2009
                
                $
                7,659
                
                $
                7,6816.08%,
                    due January 1, 2013
                
                
                8,991
                
                
                9,0426.30%,
                    due May 1, 2014
                
                
                1,177
                
                
                1,2085.73%,
                    due July 1, 2015
                
                
                20,936
                
                
                20,9838.13%,
                    due April 1, 2016
                
                
                5,446
                
                
                5,4977.0%,
                    due October 1, 2017
                
                
                7,101
                
                
                7,139Total
                    nonrecourse mortgages
                
                
                51,310
                
                
                51,550Capital
                    leases
                
                
                272
                
                
                278Total
                
                
                51,582
                
                
                51,828Less:
                    current portion
                
                
                (1,241
                )
                
                (1,197
                )Total
                    long-term debt
                
                $
                50,341
                
                $
                50,631
 
 At
        March
        3, 2007 and December 2, 2006, the fair values of Griffin's mortgages were $53.4
        m illion
        and $54.0 million, respectively. Fair value is based on the present value
        of
        future cash flows discounted at estimated borrowing rates for comparable
        risks,
        maturities and collateral.
 
  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 3, 2007 may be exercised as stock appreciation rights.
 9
 No
        stock
        options were granted during the thirteen weeks ended March 3, 2007 and the
        thirteen weeks ended March 4, 2006.
 
 Included
        in Griffin's stock-based compensation in the thirteen weeks ended March 3,
        2007
        and March 4, 2006 are the costs related to the unvested portion of certain
        stock
        option grants made in fiscal 2002 through fiscal 2006. The stock options
        granted
        prior to fiscal 2002 and certain other grants in fiscal 2003 and fiscal 2002
        were fully vested as of the beginning of the 2006 fiscal year.
 
 Activity
        under the Griffin Stock Option Plan is summarized as follows:
 
 
 *For
                  the 13 Weeks Ended,*Mar.
                  3, 2007
              
              Mar.
                  4, 2006**Vested
                  Options**
              
              
              Number
                  of Shares
              
              
              Weighted
                  Avg. Exercise Price
              
              
              Number
                  of Shares
              
              
              Weighted
                  Avg. Exercise PriceOutstanding
                  at beginning of period
              
              
              347,300
              
              $
              13.84
              
              
              503,857
              
              $
              12.65Exercised
              
              
              -
              
              
              -
              
              
              (96,172
              )
              
              7.68Vested
              
              
              -
              
              
              -
              
              
              8,402
              
              
              13.05Outstanding
                  at end of period
              
              
              347,300
              
              $
              13.84
              
              
              416,087
              
              $
              13.80
  Range
                  of Exercise Prices for Vested Options
              
              Outstanding at   Mar. 3, 2007
              
              Weighted
                  Avg. Exercise Price
              
              Weighted
                  Avg. Remaining Contractual Life (in years)
              
              Total
                  Fair Value$9.00-$18.00
              
              
              340,082
              
              $
              13.61
              
              
              2.3
              
              $
              1,852,995Over
                  $24.00
              
              
              7,218
              
              
              24.94
              
              
              7.3
              
              
              83,635347,300
              
              $
              13.84
              
              
              2.4
              
              $
              1,936,630
 *For
                  the 13 Weeks Ended,*Mar.
                  3, 2007
              
              Mar.
                  4, 2006**Nonvested
                  Options**
              
              
              Number
                  of Shares
              
              
              Weighted
                  Avg. Exercise Price
              
              
              Number
                  of Shares
              
              
              Weighted
                  Avg. Exercise PriceNonvested
                  at beginning of period
              
              
              28,741
              
              $
              25.27
              
              
              36,816
              
              $
              17.78Vested
              
              
              -
              
              
              -
              
              
              (8,402
              )
              
              13.05Nonvested
                  at end of period
              
              
              28,741
              
              $
              25.27
              
              
              28,414
              
              $
              19.18




10
 Range
                  of Exercise Prices for Nonvested Options
              
              Outstanding at   Mar. 3, 2007
              
              Weighted
                  Avg. Exercise Price
              
              Weighted
                  Avg. Remaining Contractual Life (in years)
              
              Total
                  Fair Value$9.00-$18.00
              
              
              8,333
              
              $
              15.33
              
              
              5.0
              
              $
              60,023Over
                  $24.00
              
              
              20,408
              
              
              29.33
              
              
              9.0
              
              
              308,19628,741
              
              $
              25.27
              
              
              7.8
              
              $
              368,219
  Number
                    of option holders at March 3, 2007
                19
 
 Compensation
        cost recognized in the thirteen weeks ended March 3, 2007 and March 4, 2006
        was
        $37 and $25, respectively, with related tax benefits of $10 and $8,
        respectively.
 
 As
        of
        March 3, 2007, there was $62 of unrecognized compensation cost related to
        nonvested stock options that will be recognized during the remainder of fiscal
        2007, $47 of unrecognized compensation cost related to nonvested stock options
        that will be recognized in fiscal 2008, $23 of unrecognized compensation
        cost
        related to nonvested stock options that will be recognized in fiscal 2009
        and a
        total of $17 of unrecognized compensation cost related to nonvested stock
        options that will be recognized in fiscal years 2010 and 2011. There were
        no
        options that became exercisable during the thirteen weeks ended March 3,
        2007.
   6.  Per
        Share
        Results
  
  Basic
        and
        diluted per share results were based on the following:
 *For
                    the 13 Weeks Ended,*Mar.
                    3, 2007
                
                Mar.
                    4, 2006Net
                    loss as reported for computation of basic and diluted per share
                    results
                
                $
                (1,288
                )
                $
                (1,502
                )Weighted
                    average shares outstanding for computation of basic and diluted
                    per share
                    results (a)
                
                
                5,133,000
                
                
                5,019,000
 
 (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.
                  For
                  the thirteen weeks ended March 3, 2007 and March 4, 2006, the incremental
                  shares from the assumed exercise of stock options would have been
                  151,000
                  and 211,000, respectively.




11
 7.  Supplemental
        Financial Statement Information
  
 *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 pretax income (loss). At March 3, 2007 and December
        2, 2006, $0.8 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 3, 2007 and December 2,
        2006
        is as follows:
 
 *March
                    3, 2007*
                
                *December
                    2, 2006*Cost
                
                Fair
                    Value
                
                Cost
                
                Fair
                    ValueCommercial
                    paper
                
                $
                9,670
                
                $
                9,788
                
                $
                14,129
                
                $
                14,191Certificates
                    of deposit
                
                
                9,633
                
                
                9,715
                
                
                9,069
                
                
                9,342Federal
                    agency coupon notes
                
                
                9,044
                
                
                9,159
                
                
                12,289
                
                
                12,440Total
                    short-term investments
                
                $
                28,347
                
                $
                28,662
                
                $
                35,487
                
                $
                35,973
 
 Income
        from cash equivalents and short-term investments for the thirteen weeks ended
        March 3, 2007 and March 4, 2006 consists of:
 
 *For
                    the 13 Weeks Ended,*Mar.
                    3, 2007
                
                Mar.
                    4, 2006Interest
                    and dividend income
                
                $
                29
                
                $
                36Net
                    realized gains on the sales of short-term investments
                
                
                569
                
                
                120Net
                    unrealized gain on short-term investments
                
                
                (171
                )
                
                242$
                427
                
                $
                398
  *Deferred
        Revenue on Land Sales*
 
 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 in the terms
        of the
        contract for the sale of the land, and as required 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, 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.
  12
 As
        of
        March 3, 2007, approximately 61% of the total costs related to this transaction
        had been incurred, therefore, from the date of the transaction through March
        3,
        2007, 61% of the total revenue and pretax gain on the sale have been recognized
        in Griffin’s statements of operations. Griffin’s statement of operations for the
        thirteen weeks ended March 3, 2007 includes revenue of less than $0.1 million
        and a pretax gain of less than $0.1 million from this land sale. The balance
        of
        the revenue and the pretax gain on sale will be recognized as the remaining
        costs, principally the required roadwork improvements, are incurred, which
        is
        expected to take place over the next twelve months. Included on Griffin’s
        balance sheet as of March 3, 2007 is deferred revenue of approximately $5.0
        million that will be recognized as the road improvements are completed.
        Including the pretax gain on the sale of approximately $6.0 million recognized
        from the date of the land sale through March 3, 2007, the total pretax gain
        on
        this transaction is expected to be approximately $9.7 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 in future costs over current
        estimated amounts would reduce the gain recognized in future
        periods.


*Accumulated
          Other Comprehensive Income*
  Changes
          in accumulated other comprehensive income  for
          the
          thirteen weeks ended March 3, 2007 and March 4, 2006 consist of the
          following:
 *For
                      the 13 Weeks Ended,*Mar.
                      3, 2007
                  
                  Mar.
                      4, 2006Balance
                      at beginning of period
                  
                  $
                  9,942
                  
                  $
                  4,659Increase
                      in fair value at end of period of Centaur Media, plc,net
                      of tax provision of $226
                  
                  
                  -
                  
                  
                  419(Decrease)
                      increase in value of Centaur Media, plc, due to foreigncurrency
                      rate changes, net of taxes of ($120) and $49, respectively
                  
                  
                  (220
                  )
                  
                  91Balance
                      at end of period
                  
                  $
                  9,722
                  
                  $
                  5,169
 *Supplemental
              Cash Flow Information*
 
 Included
              in accounts payable and accrued liabilities at March 3, 2007 and December
              2,
              2006 were $1,501 and $1,882, 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 $381 and $1,690 in
              the 2007 and
              2006 first quarters, respectively.
  
 *Inventories*
 
 Inventories
              consist of:
 Mar
                          3, 2007
                      
                      Dec.
                          2, 2006Nursery
                          stock
                      
                      $
                      32,692
                      
                      $
                      29,415Materials
                          and supplies
                      
                      
                      3,544
                      
                      
                      2,37236,236
                      
                      
                      31,787Reserves
                      
                      
                      (1,091
                      )
                      
                      (1,208
                      )$
                      35,145
                      
                      $
                      30,579
   13
  *Property
                  and Equipment*
 
 Property
                  and equipment consist of:
 Estimated
                              Useful Lives
                          
                          Mar.
                              3, 2007
                          
                          Dec.
                              2, 2006Land
                          
                          
                          
                          
                          $
                          674
                          
                          $
                          674Land
                              improvements
                          
                          
                          10
                              to 20 years
                          
                          
                          5,491
                          
                          
                          5,478Buildings
                              and improvements
                          
                          
                          10
                              to 40 years
                          
                          
                          3,060
                          
                          
                          3,060Machinery
                              and equipment
                          
                          
                          3
                              to 20 years
                          
                          
                          17,414
                          
                          
                          17,23126,639
                          
                          
                          26,443Accumulated
                              depreciation
                          
                          
                          
                          
                          
                          (17,643
                          )
                          
                          (17,299
                          )$
                          8,996
                          
                          $
                          9,144
  Griffin
                  incurred new capital lease obligations of $29 in the thirteen weeks
                  ended March
                  3, 2007 and did not incur any new capital lease obligations in
                  the thirteen
                  weeks ended March 4, 2006.   *Real
                    Estate Held for Sale or Lease*
 
 Real
                    estate held for sale or lease consists of:
 
 March
                                3, 2007Estimated
                                Useful Lives
                            
                            Held
                                for Sale
                            
                            Held
                                for Lease
                            
                            TotalLand
                            
                            
                            
                            
                            $
                            1,720
                            
                            $
                            6,450
                            
                            $
                            8,170Land
                                improvements
                            
                            
                            15
                                years
                            
                            
                            12
                            
                            
                            5,614
                            
                            
                            5,626Buildings
                                and improvements
                            
                            
                            10
                                to 40 years
                            
                            
                            -
                            
                            
                            82,084
                            
                            
                            82,084Tenant
                                improvements
                            
                            
                            Shorter
                                of useful life or terms of related lease
                            
                            
                            -
                            
                            
                            9,209
                            
                            
                            9,209Development
                                costs
                            
                            
                            
                            
                            
                            7,208
                            
                            
                            13,805
                            
                            
                            21,0138,940
                            
                            
                            117,162
                            
                            
                            126,102Accumulated
                                depreciation
                            
                            
                            
                            
                            
                            -
                            
                            
                            (23,052
                            )
                            
                            (23,052
                            )$
                            8,940
                            
                            $
                            94,110
                            
                            $
                            103,050
   14


December
                  2, 2006Estimated
                  Useful Lives
              
              Held
                  for Sale
              
              Held
                  for Lease
              
              TotalLand
              
              
              
              
              $
              1,720
              
              $
              6,396
              
              $
              8,116Land
                  improvements
              
              
              15
                  years
              
              
              12
              
              
              5,614
              
              
              5,626Buildings
                  and improvements
              
              
              10
                  to 40 years
              
              
              -
              
              
              81,857
              
              
              81,857Tenant
                  improvements
              
              
              Shorter
                  of useful life or terms of related lease
              
              
              -
              
              
              9,034
              
              
              9,034Development
                  costs
              
              
              
              
              
              7,179
              
              
              12,056
              
              
              19,2358,911
              
              
              114,957
              
              
              123,868Accumulated
                  depreciation
              
              
              
              
              
              -
              
              
              (22,324
              )
              
              (22,324
              )$
              8,911
              
              $
              92,633
              
              $
              101,544


*Income
      Taxes*





Griffin’s
      effective income tax benefit rate was 37.5% in the 2007 first quarter as
      compared to 37.7% in the 2006 first quarter. The effective tax rate used in
      the
      2007 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.




A
      decrease to a deferred income tax liability of $120 was included as a credit
      to
      other comprehensive loss in the thirteen weeks ended March 3, 2007 and an
      increase in a deferred income tax liability of $275 was included as a charge
      to
      other comprehensive income in the thirteen weeks ended March 4, 2006 related
      to
      the mark to market adjustments on Griffin’s investment in Centaur Media,
      plc.








*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. Because Griffin's obligation for retiree medical
      benefits is fixed under the terms of its postretirement benefits program, any
      increase in the medical cost trend would have no effect on the accumulated
      postretirement benefit obligation, service cost or interest cost. Griffin's
      postretirement benefits are unfunded, with benefits to be paid from Griffin's
      general assets. Griffin's contributions to the program for the thirteen weeks
      ended March 3, 2007 and March 4, 2006 were $3 and $2, respectively, with an
      expected contribution of $17 for the fiscal 2007 full year. The components
      of
      Griffin's postretirement benefits expense are as follows:






15


*For
                  the 13 Weeks Ended,*Mar.
                  3, 2007
              
              Mar.
                  4, 2006Service
                  cost
              
              $
              7
              
              $
              8Interest
              
              
              11
              
              
              11Amortization
                  of unrecognized loss
              
              
              -
              
              
              1$
              18
              
              $
              20


8.  Commitments
            and Contingencies
 As
          of
          March 3, 2007, Griffin had committed purchase obligations of  $7.3 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.
          Griffin posted a $6.5 million performance bond with the state to ensure
          that the
          infrastructure improvements are completed.
 
 As
          of
          March 3, 2007, there were two collateralized letters of credit outstanding,
          aggregating approximately $0.8 million, issued by Griffin Land in favor
          of the
          towns of Suffield and Windsor, 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
          $0.8 million.
 
 As
          of
          March 3, 2007, Griffin Land is a party to an agreement to sell a pproximately
          73 acres of undeveloped land in Griffin Center for total proceeds of
          approximately $6.8 million, before transaction costs. This transaction
          is
          expected to be completed in the 2007 second quarter. Also as of March 3,
          2007,
          Griffin Land is party to an agreement to sell approximately 165 acres of
          undeveloped land in Suffield, Connecticut. The proceeds from this transaction
          would be approximately $3.2 million, before transaction costs. Completion
          of
          this land sale, which is not expected this year, is contingent on the
          remediation of certain residual pesticides that remain in the upper portions
          of
          the soils from the prior use of this land for farming operations. Griffin
          Land
          is evaluating the extent to which any soil remediation will be required.
          There
          can be no assurance that these transactions will be completed under their
          current terms, or at all.
 
 On
          January 31, 2007, Griffin announced that its board of directors had authorized
          a
          program to repurchase, from time to time, up to 150,000 shares of its
          outstanding common stock. The repurchases, if and when made, will be done
          through private transactions. 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. Based on the market price of its common stock
          as of March 3, 2007, if the total authorized number of shares are repurchased,
          Griffin would expend approximately $5.6 million. There were no repurchases
          of
          common stock in the thirteen weeks ended March 3, 2007.
 
 16
 In
          fiscal
          2006, Griffin’s subsidiary, Imperial Nurseries, Inc. (“Imperial”) received
          notice from the United States Department of Labor (the “DOL”) stating that an
          independent farm labor contractor engaged by Imperial had underpaid the
          independent farm labor contractor’s employees who were then working at
          Imperial’s Connecticut farm. Imperial engaged the independent farm labor
          contractor principally to pot new plants at its Connecticut farm and paid
          the
          contractor for all services provided to Imperial prior to their dismissal
          in the
          2006 third quarter. The DOL notice stated that because the independent
          farm
          labor contractor refused to pay the back wages of approximately $47,000
          to its
          employees, Imperial was required to pay those individuals. The DOL asserted
          that
          Imperial was a joint employer and thus should be required to pay. On April
          2,
          2007, the DOL filed suit against Griffin and Imperial in the United States
          District Court for the District of Connecticut for payment of the back
          wages.
          Based on an evaluation of the status of the individuals in question and
          in
          consultation with legal counsel, Griffin does not believe that Imperial
          meets
          the joint employer criteria under the statutes and, therefore, is not liable
          for
          back wages not paid by the independent farm labor contractor to its employees.
          Imperial has notified the DOL of its position. The outcome of this issue
          with
          the DOL is currently pending.
 
 On
          February 8, 2007, twelve of the migrant and seasonal workers who were the
          subject of the DOL inquiry noted above filed a lawsuit in the United States
          District Court for the District of Connecticut against Griffin, Imperial,
          and
          several of their officers and employees (the “Griffin Defendants”) and against
          the independent farm labor contractor noted above, Pro Tree Forestry Services
          and two of its officers and/or employees (the “Pro Tree Defendants”). The
          plaintiffs assert, among other things, that they worked at Imperial’s
          Connecticut farm for approximately three months in the spring of 2006;
          that they
          were not paid sufficient wages by the Pro Tree Defendants as required by
          state
          and federal laws; and that the Griffin Defendants are liable as joint and/or
          integrated employers. The lawsuit includes a number of other causes of
          action
          against the Pro Tree Defendants related to this issue, including claims
          under
          the Migrant and Seasonal Agricultural Protection Act, the Racketeer Influenced
          and Corrupt Organizations Act (“RICO”), the Alien Tort Claims Act, and other
          statutory and common law claims, and asserts that certain of the Griffin
          Defendants are jointly liable for certain of those claims. Plaintiffs claim
          unspecified amounts of compensatory and punitive damages and attorneys’ fees and
          costs. On March 14, 2007, plaintiffs filed an Amended Complaint that dropped
          one
          of the claims against Griffin. Griffin has not yet responded to the complaint
          in
          this action, but believes that it has meritorious defenses to these claims
          and
          intends to vigorously defend the matter.
 
 Griffin
          is involved, as a defendant, in other various litigation matters arising
          in the
          ordinary course of business. In the opinion of management, based on the
          advice
          of counsel, the ultimate liability, if any, with respect to these matters
          will
          not be material to Griffin’s consolidated financial position, results of
          operations or cash flows.
  9.  Subsequent
            Events
 
 Subsequent
            to the end of the 2007 first quarter, Griffin sold a portion of its holdings
            in
            Centaur Media, generating cash proceeds of approximately $2.3 million.
            Additional sales of Griffin’s stock in Centaur Media may be made, depending on
            the market price of Centaur Media and the foreign currency exchange rate.
            Also
            subsequent to the end of the 2007 first quarter, the previously contracted
            sale
            of approximately 105 acres of undeveloped land in South Windsor, Connecticut,
            was completed generating cash proceeds of approximately $2.6 million.
            These
            transactions will be reported in Griffin’s 2007 second quarter statement of
            operations.
  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 2, 2006 included in Griffin’s Report on Form 10-K as filed
            with the Securities and Exchange Commission. 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 3, 2007 are consistent with those used by Griffin in preparation
            of its
            fiscal 2006 financial statements.
 
 Summary
 
 Griffin’s
            net loss for the thirteen weeks ended March 3, 2007 (the “2007 first quarter”)
            decreased from the net loss for the thirteen weeks ended March 4, 2006
            (the
“2006 first quarter”). The decrease in Griffin’s net loss principally reflects
            an increase in the operating results at Griffin Land in the 2007 first
            quarter
            as compared to the 2006 first quarter. The increased operating results
            at
            Griffin Land were due to the profit on land sales completed in the 2007
            first
            quarter and increased profit from leasing operations. The increased results
            at
            Griffin Land were partially offset by an increase in general corporate
            expense
            in the 2007 first quarter as compared to the 2006 first quarter. The
            2007 first
            quarter operating loss at Imperial was substantially unchanged from 2006
            first
            quarter results. Imperial historically incurs a first quarter operating
            loss due
            to the highly seasonal nature of the landscape nursery business.
 
 In
            the
            2006 first quarter, Griffin adopted the fair value recognition provisions
            of
            SFAS No. 123(R) “Accounting for Stock-Based Compensation” (“SFAS No. 123(R)”)
            using the modified prospective method of adoption. The effect of the
            adoption of
            SFAS No. 123(R) on the 2006 first quarter results of operations was not
            material. See Notes 1 and 5 to the consolidated financial statements
            included in
            Item 1.
 
 **Results
            of Operations**
 
 **Thirteen
            Weeks Ended March 3, 2007 Compared to the Thirteen Weeks Ended March
            4,
            2006**
 
 Griffin’s
            consolidated total revenue increased from $3.7 million in the 2006 first
            quarter
            to $4.6 million in the 2007 first quarter. The increase of approximately
            $0.9
            million reflects a $1.0 million increase in revenue at Griffin Land and
            an
            approximately $0.1 million decrease in revenue at Imperial.
   18
 The
              increase in revenue of approximately $1.0 million at Griffin Land reflects
              an
              increase of approximately $0.5 million in revenue from its leasing
              operations
              and revenue of $0.5 million from property sales. There was no property
              sales
              revenue in the 2006 first quarter. At March 3, 2007, Griffin Land owned
              1,837,000 square feet of industrial, flex and office space, with 1,241,000
              square feet (68%) leased. Griffin Land’s vacant space at March 3, 2007 includes
              the entire 308,000 square foot warehouse, which has remained vacant
              since it was
              acquired at the end of the 2006 third quarter. Excluding that building,
              Griffin’s occupancy rate was 81% as of March 3, 2007. The increase in total
              square footage of Griffin Land’s portfolio from 1,711,000 square feet at the end
              of fiscal 2006 to the 1,837,000 square feet at the end of the 2007
              first quarter
              reflects a new industrial building in Tradeport that was completed
              at the end of
              the 2007 first quarter. A lease for approximately 42,000 square feet
              of this new
              building has been executed, with tenant occupancy expected in the second
              quarter. At the end of the 2006 first quarter, Griffin Land had 1,059,000
              square
              feet of space leased, or 76% of its total portfolio at that time. The
              increase
              of approximately 182,000 square feet under lease at the end of the
              2007 first
              quarter versus the end of the 2006 first quarter principally reflects
              new
              leases, principally of industrial space, completed last year, net of
              vacated
              space. Although there have been expressions of interest from certain
              current
              tenants in Tradeport to increase the space they lease from Griffin
              Land by
              leasing space in the recently completed industrial building in Tradeport,
              market
              activity for industrial space in the area where Griffin’s properties are located
              softened in the 2007 first quarter, as evidenced by a decline in inquiries
              from
              prospective tenants. The market for office space in the area where
              Griffin’s
              office properties are located appears somewhat stronger than it was
              last year
              and earlier this year.
 
 Net
              sales
              and other revenue at Imperial decreased from $0.7 million in the 2006
              first
              quarter to $0.6 million in the 2007 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 of $1.7 million in the 2007
              first quarter
              as compared to a consolidated operating loss of $2.0 million in the
              2006 first
              quarter. The lower operating loss in the 2007 first quarter principally
              reflects
              an increase of approximately $0.8 million in the operating results
              of Griffin
              Land partially offset by a $0.5 million increase in general corporate
              expense.
              The operating loss at Imperial was substantially unchanged in the 2007
              first
              quarter as compared to the 2006 first quarter.
 
 Operating
              results at Griffin Land in the 2007 and 2006 first quarters were as
              follows:
  19
 2007
                    
                    2006First
                        Qtr.
                    
                    First
                        Qtr.(amounts
                        in thousands)Rental
                        revenue
                    
                    $
                    3,499
                    
                    $
                    3,014Costs
                        related to rental revenue excludingdepreciation
                        and amortization expense (a)
                    
                    
                    1,666
                    
                    
                    1,454Profit
                        from leasing activities before general andadministrative
                        expenses and before depreciationand
                        amortization expense (a)
                    
                    
                    1,833
                    
                    
                    1,560Revenue
                        from property sales
                    
                    
                    520
                    
                    
                    -Costs
                        related to property sales
                    
                    
                    34
                    
                    
                    -Gain
                        from property sales
                    
                    
                    486
                    
                    
                    -Profit
                        from leasing activities and gain from property salesbefore
                        general and administrative expenses and beforedepreciation
                        and and amortization expense (a)
                    
                    
                    2,319
                    
                    
                    1,560General
                        and administrative expenses excluding depreciationand
                        amortization expense (a)
                    
                    
                    (691
                    )
                    
                    (716
                    )Profit
                        before depreciation and amortization expense
                    
                    
                    1,628
                    
                    
                    844Depreciation
                        and amortization expense related to costs ofrental
                        revenue
                    
                    
                    (1,072
                    )
                    
                    (1,099
                    )Depreciation
                        and amortization expense - other
                    
                    
                    (10
                    )
                    
                    (6
                    )Operating
                        profit (loss)
                    
                    $
                    546
                    
                    $
                    (261
                    )
  (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 States 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.
  Profit
                from leasing activities before general and administrative expenses
                and before
                depreciation and amortization expense increased by approximately
                $0.3 million in
                the 2007 first quarter as compared to the 2006 first quarter. The
                increase
                reflects the increased rental revenue partially offset by an increase
                in costs
                related to rental revenue excluding depreciation and amortization
                expense. Costs
                related to rental revenue excluding depreciation and amortization
                expense
                reflected an increase in building operating expenses of $0.2 million
                in the 2007
                first quarter as compared to the 2006 first quarter. The increase
                in building
                operating expenses reflects $0.2 million related to the warehouse
                building
                acquired near the end of the 2006 third quarter and an increase of
                $0.1 million
                for various operating expenses in all buildings in the 2007 first
                quarter versus
                the 2006 first quarter, partially offset by a $0.1 million decrease
                in snow
                removal costs in the 2007 first quarter.
 20


Property
      sales in the 2007 first quarter principally comprise a sale of commerical land
      for $0.3 million and the sale of a residential lot for $0.1 million. Each of
      the
      land parcels sold had low cost bases, 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. The balance of the deferred
      revenue and gain on that land sale will be recognized as required road
      improvements are completed.




Griffin
      Land’s general and administrative expenses were substantially unchanged in the
      2007 first quarter as compared to the 2006 first quarter. Depreciation and
      amortization expense at Griffin Land was substantially unchanged in the 2007
      first quarter as compared to the 2006 first quarter. Depreciation expense of
      $0.1 million related to the warehouse facility acquired in the 2006 third
      quarter and higher depreciation expense related to tenant improvements completed
      and placed in service after the 2006 first quarter were substantially offset
      by
      the 2006 first quarter including $0.2 million of accelerated depreciation and
      amortization expense on real estate and intangible assets related to leases
      that
      terminated early.




Imperial’s
      operating loss was substantially unchanged in the 2007 first quarter as compared
      to the 2006 first quarter, as follows:





2007
              
              2006First
                  Qtr.
              
              First
                  Qtr.(amounts
                  in thousands)Net
                  sales and other revenue
              
              $
              567
              
              $
              675Cost
                  of goods sold
              
              
              625
              
              
              682Gross
                  loss
              
              
              (58
              )
              
              (7
              )Selling,
                  general and administrative expenses
              
              
              (943
              )
              
              (958
              )Operating
                  loss
              
              $
              (1,001
              )
              $
              (965
              )




Due
      to
      the seasonality of the landscape nursery business, Imperial historically incurs
      a first quarter operating loss.





Griffin’s
      general corporate expense was $1.3 million in the 2007 first quarter as compared
      to $0.8 million in the 2006 first quarter. The increase in general corporate
      expense principally reflects $0.3 million of costs related to
      litigation against Griffin and a $0.1 million increase in costs
      related to Griffin’s compliance with Section 404 of the Sarbanes-Oxley Act.




Griffin’s
      consolidated interest expense was substantially unchanged in the 2007 first
      quarter as compared to the 2006 first quarter. Interest expense on an additional
      borrowing of $8.5 million under a nonrecourse mortgage loan, completed in the
      2006 fourth quarter, was offset by an increase in the amount of interest
      capitalized in the 2007 first quarter as compared to the 2006 first quarter.
      The
      increase in capitalized interest in the 2007 first quarter reflects the
      construction of the new industrial building in Tradeport and land improvements
      that were under construction during the quarter. Griffin’s average outstanding
      debt increased to $51.7 million in the 2007 first quarter from $44.1 million
      in
      the 2006 first quarter, reflecting the mortgage completed near the end of fiscal
      2006.





Griffin
      reported investment income of $0.4 million in both the 2007 and 2006 first
      quarters. An increase in the amount of investment income, due to generally
      higher short-term interest rates in the current quarter, was substantially
      offset by, on average, a lower amount of short-term investments in the 2007
      first quarter as compared to the 2006 first quarter.




21





Griffin’s
          effective income tax benefit
          rate was 37.5% in the 2007 first quarter as compared to 37.7% in the 2006
          first
          quarter. The effective tax rate used in the 2007 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.
 
 **Off
          Balance Sheet Arrangements**
 
 Griffin
          does not have any material off balance sheet arrangements.
 
 **Liquidity
          and Capital Resources**
 
 Net
          cash
          provided by operating activities was $2.5 million in the 2007 first quarter
          as
          compared to net cash provided by operating activities of $2.2 million in
          the
          2006 first quarter. Net cash provided by operating activities in the 2007
          first
          quarter includes $7.1 million of cash generated from a reduction of short-term
          investments as compared to $7.9 million of cash generated from a reduction
          of
          short-term investments in the 2006 first quarter. Excluding these items
          in each
          period, Griffin had net cash used in operating activities of $4.7 million
          in the
          2007 first quarter as compared to $5.7 million of net cash used in operating
          activities in the 2006 first quarter. The lower amount of cash used in
          operating
          activities, excluding the effect of the reduction of short-term investments,
          principally reflects favorable changes in other current assets.
 
 In
          the
          2007 first quarter, Griffin had net cash of $2.6 million used in investing
          activities as compared to net cash of $3.5 million used in investing activities
          in the 2006 first quarter. The net cash used in investing activities in
          the
          current year includes additions to Griffin Land’s real estate assets of $2.8
          million, principally reflecting the construction, on speculation, of a
          new
          127,000 square foot industrial building in Tradeport, which was completed
          at the
          end of the quarter, site work for several industrial buildings in Tradeport
          and
          tenant improvements related to new leases. Partially offsetting the cash
          used
          for the additions to Griffin’s real estate assets were cash proceeds, net of
          expenses, of $0.4 million from property sales. Additions to property and
          equipment, principally for Imperial, were $0.2 million in the 2007 first
          quarter, principally to replace equipment used in Imperial’s farming operations.
 
 Net
          cash used in financing activities
          was $0.3 million in the 2007 first quarter as compared to net cash of $1.3
          million provided by financing activities in the 2006 first quarter. The
          net cash
          used in financing activities in the 2007 first quarter reflects payments
          of
          principal on Griffin Land’s nonrecourse mortgages and payments of capital lease
          obligations. The 2006 first quarter includes cash of $1.5 million provided
          by
          financing activities related to the exercise of stock options and income
          tax
          benefits on those option exercises offset, in part, by principal payments
          of
          nonrecourse mortgages and capital lease obligations.
 
 In
          the near-term, Griffin plans to
          continue to invest in its real estate business. In addition to the recently
          completed construction, on speculation, of the shell of a 127,000 square
          foot
          industrial building in Tradeport, Griffin Land has started construction,
          on
          speculation, on the shell of a 149,000 square foot industrial building
          in
          Tradeport. Griffin Land is continuing the site work for several additional
          industrial buildings in the Tradeport. The cost of site work in the section
          of
          Tradeport where these new buildings are located is higher than site costs
          for
          previous Tradeport buildings constructed by Griffin Land. The higher site
          costs
          reflect the nature of the land on which the buildings will be located along
          with
          berms and roadwork required to develop this section of Tradeport. Griffin
          Land
          also expects to incur expenditures to build out the interiors of its new
          buildings as leases are completed, and to continue to invest in infrastructure
          improvements required for present and future development in its office
          and
          industrial parks. Griffin Land is also continuing to work towards obtaining
          approvals for Meadowood, its proposed residential development in Simsbury,
          Connecticut. There have been discussions with town officials regarding
          potential
          settlement options for Meadowood. In the 2007 first quarter, Griffin Land
          and
          the town of Simsbury jointly filed a court motion in anticipation of the
          parties
          presenting a settlement proposal to the court for its review and approval.
          Some
          remediation of residential pesticides that reside in the upper portion
          of the
          soils in certain parts of the Meadowood land may be required as part of
          a
          proposed settlement with the town. Griffin Land intends to proceed with
          other
          residential development plans on its land holdings that are appropriate
          for that
          use.
 22
 
 On
          September 8, 2006, Griffin
          Land entered into an agreement to sell approximately 73 acres of undeveloped
          land in Griffin Center for total proceeds of approximately $6.8 million,
          before
          transaction costs. This transaction is expected to be completed in the
          2007
          second quarter. On December 8, 2006, Griffin entered into an agreement with
          the State of Connecticut Department of Environmental Protection (the “DEP”) to
          sell approximately 165 acres of undeveloped land in Suffield, Connecticut.
          The
          proceeds from this transaction would be approximately $3.2 million, before
          transaction costs. This land would be used for conservation purposes by
          the DEP.
          Completion of this land sale, which is not expected this year, is contingent
          on
          the remediation of certain residual pesticides that remain in the upper
          portions
          of the soils from the prior use of this land for farming operations. Griffin
          Land is evaluating the extent to which any soil remediation will be required.
          There can be no assurance that these transactions will be completed under
          their
          current terms, or at all.
 
 On
          January 31, 2007, Griffin announced that its board of directors had authorized
          a
          program to repurchase, from time to time, up to 150,000 shares of its
          outstanding common stock. The repurchases, if and when made, will be done
          through private transactions. 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. There were no repurchases of common stock in
          the 2007 first quarter. Based on the market price of its common stock at
          the end
          of the 2007 first quarter, if the total authorized number of shares is
          repurchased, Griffin will expend approximately $5.6 million.
 
 Subsequent
          to the end of the 2007
          first quarter, Griffin sold a portion of its holdings in Centaur Media,
          generating cash proceeds of approximately $2.3 million. Additional sales
          of
          Griffin’s stock in Centaur Media may be made, depending on the market price of
          Centaur Media and the foreign currency exchange rate. Also subsequent to
          the end
          of the 2007 first quarter, the previously contracted sale of approximately
          105
          acres of undeveloped land in South Windsor, Connecticut, was completed
          generating cash proceeds of approximately $2.6 million. These transactions
          will
          be reported in Griffin’s 2007 second quarter statement of operations.
 
 Griffin’s
          payments (including principal and interest) under contractual obligations
          as of
          March 3, 2007 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
                  
                  $
                  73.3
                  
                  $
                  4.5
                  
                  $
                  16.0
                  
                  $
                  7.5
                  
                  $
                  45.3Capital
                      Lease Obligations
                  
                  
                  0.2
                  
                  
                  0.1
                  
                  
                  0.1
                  
                  
                  -
                  
                  
                  -Operating
                      Lease Obligations
                  
                  
                  0.3
                  
                  
                  0.2
                  
                  
                  0.1
                  
                  
                  -
                  
                  
                  -Purchase
                      Obligations (1)
                  
                  
                  7.3
                  
                  
                  7.3
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Other
                      (2)
                  
                  
                  2.0
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2.0$
                  83.1
                  
                  $
                  12.1
                  
                  $
                  16.2
                  
                  $
                  7.5
                  
                  $
                  47.3


(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 raw materials
                  by
                  Imperial.
 (2)
              Includes
                  Griffin’s deferred compensation plan and other postretirement benefit
                  liabilities.
  23
 As
        of
        March 3, 2007, Griffin had cash and short-term investments of approximately
        $30.5 million. Management believes that the significant amount of cash and
        short-term investments held by 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 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
 
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
        in
        Income Taxes" (“Fin No. 48”). The 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. Fin No. 48 is effective for fiscal
        years
        beginning after December 15, 2006, which for Griffin will be fiscal 2008.
        Griffin is evaluating the impact of this new pronouncement on its consolidated
        financial statements.
 
 In
        September 2006, the FASB issued 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. This new standard
        is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007, which for Griffin will be fiscal 2008. Griffin is evaluating
        the impact of this new pronouncement on its consolidated financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
        No. 87, 88, 106 and 132(R).” This new standard requires employers to recognize
        the overfunded or underfunded status of a defined benefit postretirement
        plan as
        an asset or liability in its statement of financial position and to recognize
        changes in that funded status in the year in which the changes occur through
        comprehensive income. For employers that have equity securities that trade
        in a
        public market, this new standard requires the recognition of the funded status
        of a defined benefit postretirement plan and requires disclosures as of the
        end
        of the fiscal year ending after December 15, 2006. Griffin does not have
        a
        defined benefit pension plan and its defined benefit postretirement benefit
        plan
        is unfunded and is included as a liability on Griffin’s balance sheet.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities-Including an amendment of FASB
        Statement No. 115.” 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. This statement also
        establishes additional disclosure requirements and is effective for fiscal
        years
        beginning after November 15, 2007, which for Griffin will be fiscal 2008.
        Griffin is evaluating the impact of this new pronouncement on its consolidated
        financial statements.
  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 currently
          vacant space, construction of additional facilities in the real estate
          business,
          completion of land sales that are currently under contract or approval
          of a
          currently proposed residential subdivision. 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 thirteen weeks ended March 3, 2007.
  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
          one to twenty-one months, with a weighted average maturity of approximately
          four
          months as of March 3, 2007. 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
 26


Appellate
      Court, and is currently pending there. In January 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.





In
      fiscal
      2006, Griffin’s subsidiary, Imperial Nurseries, Inc. (“Imperial”) received
      notice from the United States Department of Labor (the “DOL”) stating that an
      independent farm labor contractor engaged by Imperial had underpaid the
      independent farm labor contractor’s employees who were then working at
      Imperial’s Connecticut farm. Imperial engaged the independent farm labor
      contractor principally to pot new plants at its Connecticut farm and paid the
      contractor for all services prior to their dismissal in the 2006 third quarter.
      The DOL notice stated that because the independent farm labor contractor refused
      to pay the back wages of approximately $47,000 to its employees, Imperial was
      required to pay those individuals. The DOL asserted that Imperial was a joint
      employer and thus should be required to pay. On April 2, 2007, the DOL filed
      suit against Griffin and Imperial in the United States District Court for the
      District of Connecticut for payment of the back wages. Based on an evaluation
      of
      the status of the individuals in question and in consultation with legal
      counsel, Griffin does not believe that Imperial meets the joint employer
      criteria under the statutes and, therefore, is not liable for back wages not
      paid by the independent farm labor contractor to its employees. Imperial has
      notified the DOL of its position. The outcome of this issue with the DOL is
      currently pending.





On
      February 8, 2007, twelve of the migrant and seasonal workers who were the
      subject of the DOL inquiry noted above filed a lawsuit in the United States
      District Court for the District of Connecticut against Griffin, Imperial, and
      several of their officers and employees (the “Griffin Defendants”) and against
      the independent farm labor contractor noted above, Pro Tree Forestry Services
      and two of its officers and/or employees (the “Pro Tree Defendants”). The
      plaintiffs assert, among other things, that they worked at Imperial’s
      Connecticut farm for approximately three months in the spring of 2006; that
      they
      were not paid sufficient wages by the Pro Tree Defendants as required by state
      and federal laws; and that the Griffin Defendants are liable as joint and/or
      integrated employers. The lawsuit includes a number of other causes of action
      against the Pro Tree Defendants related to this issue, including claims under
      the Migrant and Seasonal Agricultural Protection Act, the Racketeer Influenced
      and Corrupt Organizations Act (“RICO”), the Alien Tort Claims Act, and other
      statutory and common law claims, and asserts that certain of the Griffin
      Defendants are jointly liable for certain of those claims. Plaintiffs claim
      unspecified amounts of compensatory and punitive damages and attorneys’ fees and
      costs. On March 14, 2007, plaintiffs filed an Amended Complaint that dropped
      one
      of the claims against Griffin. Griffin has not yet responded to the complaint
      in
      this action, but believes that it has meritorious defenses to these claims
      and
      intends to vigorously defend the matter.





Griffin
      is involved, as a defendant, in other 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 to Griffin’s consolidated financial position, results of
      operations or cash flows.


27
 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
        2,
        2006.
 
 
 ITEMS
                  2 - 5.
              NOT
                  APPLICABLEITEM
                  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)10.1
              Form
                  of Tax Sharing Agreement among Culbro Corporation, 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)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)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)


28


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)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)14
            Griffin
                Land & Nurseries, Inc. Code of Ethics (incorporated by reference to
                Form 10-K dated November 29, 2003, filed February 25, 2004)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)




29


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




30
 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 12, 2007
              
              Frederick
                  M. DanzigerPresident
                  and Chief Executive Officer/s/ ANTHONY J. GALICIDate:
                  April 12, 2007
              
              Anthony
                  J. GaliciVice
                  President, Chief Financial Officer and
                  Secretary






31