Exhibit 4.6  





        SUPPLEMENTAL
INDENTURE (this "Supplemental Indenture") dated as of May 20, 2004, between GRIFFON CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER
AND TRUST COMPANY, a New York banking corporation, as trustee under the indenture referred to below (the "Trustee"). 





W
I T N E S S E T H: 


        WHEREAS
the Company has delivered to the Trustee an Indenture (the "Indenture") dated as of July 18, 2003, providing for the issuance of 4.0% Contingent Convertible Subordinated
Notes due 2023 of the Company (the "Securities"); 



        WHEREAS
the Indenture provides that the Company may amend the Indenture without the consent of Holders to cure any ambiguity, omission, defect or inconsistency, or to make any other
change that does not adversely affect the rights of any Securityholder; and 


        WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture; 


        NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Securities as follows: 



        1.    Capitalized Terms.    Capitalized terms used herein but not defined shall have the meanings assigned to them in
the Indenture. 


        2.    Amendment of Section 10.01(c).    Section 10.01(c) of the Indenture is hereby replaced in its
entirety with the following provision (added language in italics): 


        "(c) the
conversion of such Security occurs during the five Trading Day period immediately after a period of five consecutive Trading Days in which the Security Trading Price for
each Trading Day in such period was less than 95% of the product of the Closing Price per share of Common Stock on such Trading Day multiplied by the number of shares of Common Stock issuable
(assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Securities (the "Conversion Rate"); provided, that, with respect to any
such conversion, if the Closing Price of the Common Stock as of such date of conversion is greater than the Effective Conversion Price but less than 120% of the Effective Conversion Price, then
Holders shall receive in such conversion (a "Principal Value Conversion"), in lieu of Common Stock based on the Conversion Rate, a number of Shares of Common Stock equal to the principal amount of
such Holder's Security plus accrued but unpaid interest (including Contingent Interest), if any, as of the conversion date, divided by the Principal Value Conversion Share Price. The Principal Value
Conversion Share Price shall be equal to the greater of (i) the Effective Conversion Price on the conversion date and (ii) the Closing Price of Common Stock on the conversion date. The
Company shall deliver such Common Stock no later than the third Business Day following the determination of the Principal Value Conversion Share Price. The "Effective Conversion Price" as of any date
of determination shall be equal to $1,000 divided by the Conversion Rate as of the eighth Trading Day prior to the date of determination." 


        3.    Ratification of Indenture; Supplemental Indenture Part of Indenture.    Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. In the event of a conflict between the terms and conditions of
the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail. 


        4.    Governing Law.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT  







 



 WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


        5.    Trustee Makes No Representation.    The statements herein are deemed to be those of the Company and not those of
the Trustee. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 



        6.    Counterparts.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 


        7.    Effect of Headings.    The Section headings herein are for convenience only and shall not effect the
construction thereof. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. 



	 	 	GRIFFON CORPORATION
	

 	
 	
by	

 
	 	 	 	/s/  ROBERT BALEMIAN      
 Name: Robert Balemian

Title: President
	

 	
 	
AMERICAN STOCK TRANSFER AND TRUST COMPANY
	

 	
 	
by	

 
	 	 	 	/s/  JOSEPH WOLF      
 Name: Joseph Wolf

Title: Vice President




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