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  Exhibit 4.5    
    


 
 

  [FORM OF NOTICE TO STOCKHOLDERS]    
    
    GRIFFON CORPORATION    
    
    NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS    
    


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 (the "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 to subscribe for 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 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, Record Date Stockholders will receive one Right for each share of Common Stock owned on the Record Date. The Rights entitle the holders (the  "Rights Holders") 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;



	2.
	Subscription
Certificate; and



	3.
	A
return envelope, addressed to American Stock Transfer & Trust Company (the "Subscription Agent"). 




        Your
prompt attention is requested. To exercise Rights, you should complete and sign the Subscription Certificate and forward it, with payment of the subscription price in full for each
share of Common Stock subscribed for pursuant to the Subscription Right and the Over-Subscription Right to the Subscription Agent, as indicated on the Subscription Certificate. The
Subscription Agent must receive the properly completed and duly executed Subscription Certificate and full payment at or prior to 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, 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. 


        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 4.5


[FORM OF NOTICE TO STOCKHOLDERS] GRIFFON CORPORATION NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS