Exhibit 4.2


 


GRIFFON CORPORATION


 


[SERIES
      ] PREFERRED STOCK


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
THIS CERTIFIES THAT          
            
     IS THE OWNER OF                        
SHARES OF [SERIES         ]PREFERRED STOCK,
PAR VALUE TWENTY-FIVE CENTS ($.25) PER SHARE, OF GRIFFON CORPORATION
(hereinafter called the “Company”)
transferable on the books of the Company 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
Restated Certificate of Incorporation and Amended Bylaws of the Company and the
amendments from time to time made thereto and the Certificate of Designation
related to the [Series     ] Preferred Stock, copies
of which are or will be on file at the principal office of the Company, to all
of which the holder by acceptance hereof assents.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Chairman of the
  Board/President

  	
   

  	
   

  	
  Treasurer/Secretary

  



 

















 


(REVERSE OF STOCK CERTIFICATE)


 


GRIFFON
CORPORATION


 


The Company will furnish to any shareholder upon
request and without charge a full statement of the powers, designations,
preferences and relative, participating, options or other special rights, of
each class of stock or series thereof, authorized to be issued and the
qualifications, limitations or restrictions of such preferences or rights, 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.


 


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)

  	
   

  	
   

  
	
  JT TEN —

  	
   

  	
  as joint tenants with right of

  	
   

  	
  under Uniform Gifts to Minors Act              

  	
   

  	
   

  
	
   

  	
   

  	
  survivorship and not as
  tenants

  	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
   

  	
   

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

  



 


	
  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 17Ad-15.