Exhibit 4.3


 


GRIFFON CORPORATION


 


GC


 


COMMON STOCK


 


CUSIP 398433 10 2


SEE REVERSE FOR CERTAIN DEFINITIONS


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES
THAT
              
IS THE OWNER OF           
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE TWENTY-FIVE
CENTS ($.25) PER SHARE, OF GRIFFON CORPORATION (hereinafter called the
“Corporation”) transferrable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this Certificate, properly
endorsed.  This Certificate and the
shares represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and By-Laws of the Corporation
and the amendments from time to time made thereto, copies of which are or will
be on file at the principal office of the Corporation, to all of which the
holder by acceptance hereof assents. 
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.


 


WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 


	
  Dated:

  	
  /s/ Edward I. Kramer

  	
   

  	
  /s/ Robert Balemian

  
	
   

  	
  Secretary

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
  AMERICAN STOCK TRANSFER & TRUST COMPANY

  
	
  (New York, NY)

  	
  Transfer
  Agent

  
					



 


	
  By

  
	
  Authorized Signature

  



 


 


1

















 


 


(REVERSE OF STOCK CERTIFICATE)


 


GRIFFON CORPORATION


 


The Company will furnish to any shareholder upon request and without
charge a full statement of the designation, relative rights, preferences and
limitations of the shares of each class authorized to be issued and the
designation, relative rights, preferences and limitations of each series of
preferred shares which the Company is authorized to issue so far as the same
have been fixed, and the authority of the Board of Directors of the Company to
designate and fix the relative rights, preferences and limitations of other
series.


 


This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Right Agreement between Griffon Corporation
and American Stock Transfer & Trust Company, dated as of May 9, 1996
(the “Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Griffon Corporation.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by seperate certificates and will no longer be evidenced by this
certificate.  Griffon Corporation will
mail to the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor.  Under certain circumstances, as set forth in the Rights
Agreement, Rights issued to any Person who becomes an Acquiring Person (as
defined in the Rights Agreement) may become null and void.


 


The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN CON - as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  
	
  TEN ENT - as tenants by the entireties

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
  under Uniform Gifts

  	
   

  
	
   

  	
   

  	
   

  	
    to Minors

  	
   

  
							



 


	
   

  	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


2

















 


	
  JT TEN  - as joint tenants
  with

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  right of survivorship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and not as tenants in common

  	
   

  	
   

  	
   

  	
   

  



 


 


Additional abbreviations may also be used though not in  the above list.


 


For Value Received,
                            
hereby sell, assign and transfer unto


 


Please insert social security
or other  identifying number of
assignee.


 


 


 


 


(PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


 


 


shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


 


 


Attorney to transfer the said
stock on the books of the within named Company with full power of substitution
in the premises.


 


	
  Dated:

  	
   

  	
   

  



 


 


	
   

  	
   

  	
  NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST
  CORRESPOND

  



 


 


3

















 


	
   

  	
   

  	
  WITH THE
  NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
  ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM), PURSUANT TO S.E.C.
  RULE 17 Ad-15.

  



 


 


4