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  Exhibit 4.7    
    


        [FORM OF NOTICE TO BENEFICIAL STOCKHOLDERS OF COMMON STOCK]  


GRIFFON CORPORATION  


NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES  


Up to 20,000,000 Shares of Common Stock Issuable Upon Exercise of Transferable Rights


        Enclosed
for your consideration is a prospectus, dated [                        ], 2008 (the "Prospectus"), relating to the
offering by Griffon Corporation (the "Company") of transferable rights to subscribe for shares of the Company's common stock, par value $0.25 per share
("Common Stock"), by stockholders of record ("Record Date Stockholders") as of 5:00 p.m., New
York City time, on [                        ], 2008 (the "Record Date").



        Pursuant
to the offering, the Company is issuing rights (the "Rights") to subscribe for up to 20,000,000 shares of its Common Stock, on
the terms and subject to the conditions described in the Prospectus. The Rights may be exercised by the holders thereof (the "Rights Holders") at any
time during the subscription period, which commences on [                        ], 2008 and ends at 5:00 p.m., New York City
time, on [                        ],
2008, unless extended by the Company in its
sole discretion (as it may be extended, the "Expiration Date"). The Rights are transferable and are listed for trading on The New York Stock Exchange
under the symbol "GFF RT" until the Expiration Date. 


        As
described in the Prospectus, you will receive one Right for each share of Common Stock carried by us in your account on the Record Date. The Rights entitle you to purchase
[            ] shares of Common Stock at the subscription price of $8.50 per share of Common Stock (the "Subscription
Right"). 


        Holders
who fully exercise their rights will be entitled to subscribe for additional shares that remain unsubscribed as a result of any unexercised rights (the  "Over-Subscription Right"). The Over-Subscription
Right allows a rights holder to subscribe for an additional amount equal to up
to 20% of the shares of Common Stock for which such holder was otherwise entitled to subscribe. If sufficient remaining shares of Common Stock are available, all over-subscription requests
will be honored in full. If requests for shares of Common Stock pursuant to the Over-Subscription Right exceed the remaining shares of Common Stock available, the remaining shares of
Common Stock will be allocated pro-rata among Rights Holders who over-subscribe based on the number of Rights then held. Rights may only be exercised for whole numbers of
shares; no fractional shares of Common Stock will be issued in this offering. 


        The
Rights will be evidenced by subscription certificates (the "Subscription Certificates"). 


        Enclosed
are copies of the following documents: 



	1.
	Prospectus,
dated [                        ], 2008; and



	2.
	Beneficial
Owner Election Form. 




        THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES
OF RIGHTS MAY ONLY BE MADE BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.


        Accordingly,
we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise any Rights. Your instructions to us should be forwarded as
promptly as possible in order to permit us to exercise the Rights on your behalf in accordance with the provisions of the offering. The offering will expire at 5:00 p.m., New York City time, on
the Expiration Date. You will have no right to rescind your subscription after receipt of your payment of the subscription price or Notice of Guaranteed Delivery, except as described in the
Prospectus. Rights not exercised at or prior to 5:00 p.m., New York City time, on the Expiration Date will expire. 



        If
you wish to have us, on your behalf, exercise your Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us
the Beneficial Owner Election Form included with this letter. 


        ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO MACKENZIE PARTNERS, INC., THE INFORMATION AGENT,
TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER: (800) 322-2885.











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Exhibit 4.7