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  Exhibit 4.8    
    


[FORM OF NOTICE OF GUARANTEED DELIVERY]


GRIFFON CORPORATION  


NOTICE OF GUARANTEED DELIVERY

RELATING TO SHARES SUBSCRIBED FOR PURSUANT

TO THE SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION RIGHT  


        As set forth in Griffon Corporation's (the "Company's") Prospectus, dated
[                        ], 2008, under "The Rights Offering—Payment for Shares," this form (or one substantially equivalent
hereto) may be used as a means of effecting the
subscription and payment for shares of common stock, par value $0.25 per share, of the Company subscribed for pursuant to the subscription right and the over-subscription right. Such form
may be delivered or sent by facsimile transmission, overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on
[                        ], 2008, the expiration date, unless extended by the Company in its sole discretion (as it may be
extended, the "Expiration
Date"). 


The
Subscription Agent is:

AMERICAN STOCK TRANSFER & TRUST COMPANY

Attention: Griffon Corporation Rights Offering 



			
	By First Class Mail Only
 (No Overnight/Express Mail):

Attn: Reorganization Department

59 Maiden Lane

New York, New York 10038	 	 By Hand or Overnight Delivery:

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219






By Facsimile:

(718) 234-5001 


Fax
Confirmation by Telephone to:

(718) 921-8317 


        DELIVERY
OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 


        The
Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a
commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the
number of shares of common stock subscribed for pursuant to both the subscription right and the over-subscription right to the Subscription Agent and the Subscription Agent must receive
this Notice of Guaranteed Delivery at or prior to the Expiration Date, guaranteeing delivery to the Subscription Agent of (a) full payment for all shares of common stock subscribed for pursuant
to the subscription right and the over-subscription right and (b) a properly completed and duly executed Subscription Certificate. The Subscription Certificate and full payment must
be received by the Subscription Agent at or prior to 5:00 p.m., New York City time, on [                        ], 2008 (or,
if the offer is extended, at or prior to
5:00 p.m., New York City time, on the third business day after the Expiration Date). Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed
herein will result in a forfeiture of the rights. 


        This
Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Subscription Certificate is required to be guaranteed by an Eligible Guarantor
Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Subscription Certificate, the signature
guarantee must appear in the applicable space provided in the signature box on the Subscription Certificate. 







 GUARANTEE  


        The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities
Exchange Act of 1934, as amended) guarantees delivery to the Subscription Agent at or prior to 5:00 p.m., New York City time, on
[                        ], 2008 (or, if the
offer is extended, by the close of business on the third business day after the Expiration Date) of (i) a properly completed and duly executed Subscription Certificate and (ii) full
payment of the estimated subscription price for each share of common stock subscribed for pursuant to the subscription right and the over-subscription right, if applicable, as subscription
for such shares is indicated herein and on the Subscription Certificate. 


Broker
Assigned Control # 


 GRIFFON CORPORATION  



									
	1. Subscription Right	 	Number of rights exercised:	 	







	 	rights
	



 	

 	



Number of shares subscribed for pursuant to the subscription right for which you are guaranteeing delivery of the Subscription Certificate and full payment:	

 	











	

 	



shares
	

 	
 	

Payment to be made in connection with subscription right:	
 	

$	
 	










	

 	
 	

 	
 	

(Shares × $8.50, the subscription price)
	

2. Over-Subscription Right	
 	

Number of shares subscribed for pursuant to the over-subscription right (not to exceed 20% of the shares exercised pursuant to the subscription right) for which you are guaranteeing delivery of the Subscription Certificate and full
payment:	
 	









	
 	

shares
	

 	
 	

Payment to be made in connection with over-subscription right:	
 	

$	
 	










	

 	
 	

 	
 	

(Shares × $8.50, the subscription price)
	

3. Totals	
 	

Total number of rights exercised:	
 	









	
 	

rights
	

 	
 	

Total number of shares subscribed for pursuant to the subscription right and over-subscription right for which you are guaranteeing delivery of the Subscription Certificate and full payment:	
 	









	
 	

shares
	

 	
 	

Total payment to be made:	
 	

$	
 	










	

4. Method of Delivery

(Check one):	
 	

 	
 	

 	
 	

 	
 	

 
	

o Through the Depository Trust Company ("DTC")
	

o Direct to American Stock Transfer & Trust Company, as the Subscription Agent.













        Please
assign above a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery or any delivery through DTC. 



						
	





 
	 	Name of Firm	 	 	 	 
	






 
	 	Authorized Signature	 	 	 	 
	






 
	 	Name (Please print or type)	 	 	 	 
	






 
	 	Title:	 	 	 	 
	






 
	 	DTC Participant Number	 	 	 	 
	






 
	 	Contact Name	 	 	 	 
	






 
	 	Address	 	 	 	 
	







 
	 	City	 	State	 	Zip Code
	






 
	 	Phone Number	 	 	 	 
	






 
	 	Date	 	 	 	 














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Exhibit 4.8