THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARESET FORTH IN THE COMPANYS PROSPECTUS DATED [ ] (THE PROSPECTUS) AND AREINCORPORATED HEREIN BY REFERENCE. COPIESOF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [ ], THE INFORMATION AGENT. Griffon Corporation Incorporated under the laws of the State of Delaware [TRANSFERABLE] SUBSCRIPTION RIGHTS CERTIFICATE Evidencing [Transferable] Subscription Rights to Purchase Securities ofGriffon Corporation

Exhibit 4.7

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [          ] (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [          ], THE INFORMATION AGENT.

Griffon Corporation

Incorporated under the laws of the State of Delaware

[TRANSFERABLE] SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing [Transferable] Subscription Rights to Purchase Securities of Griffon Corporation

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON [          ], UNLESS EXTENDED BY THE COMPANY

REGISTERED

OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of [transferable] subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase [       ] Securities of Griffon Corporation, a Delaware corporation, at a subscription price of $[        ]  per share (the “Basic Subscription Right”),  pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus.  [If any Securities available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (the “Remaining Securities”), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Remaining Securities in an amount equal to up to [         ]% of the Securities for which it was otherwise entitled to subscribe (calculated prior to the exercise of any Rights) pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Right”).]   [Each Rights holder must represent to us that, (1) after giving effect to the exercise of its Rights, it will not beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, more than [          ]% of the Company’s outstanding Securities (calculated immediately upon closing of the Rights Offering) and (2) if it already beneficially owns, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, in excess of [         ]% of the Company’s outstanding Securities it will not, via the exercise of the Rights, increase its proportionate interest in the Company’s Securities].  The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each Security in accordance with the instructions set forth in Form 1 hereto and the Prospectus.

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of Griffon Corporation and the signatures of its duly authorized officers.

Dated:

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below.  [To subscribe for Securities pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 4 below.  To the extent you subscribe for more Securities than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of Securities for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable].

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

I apply for _______________ Securities x $ [         ]          =   $_____________

(no. of new Securities)         (subscription price)     (amount enclosed)

[(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

If you have exercised your Basic Subscription Right in full and wish to subscribe for additional Securities in an amount equal to up to [     ]% of the Securities for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Right:

I apply for _______________ Securities x $ [         ]          =   $_____________

(no. of new Securities)         (subscription price)     (amount enclosed)

(c) Total Amount of Payment Enclosed   =   $___________________]

METHOD OF PAYMENT (CHECK ONE)

[FORM  2-TRANSFER TO DESIGNATED TRANSFEREE

To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.

For value received _______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to:

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.]

FORM 3-DELIVERY TO DIFFERENT ADDRESS

If you wish for the Securities underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5.

FORM 4-SIGNATURE

[TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of Securities indicated above on the terms and conditions specified in the Prospectus.  By signing below I confirm that (1) after giving effect to the exercise of my Rights, I will not beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, more than [         ]% of the Company’s Securities (calculated immediately upon the closing of the rights offering) and (2), if I already beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, in excess of [          ]% of the Company’s outstanding Securities I will not, via the exercise of the Rights, increase my proportionate interest in the Company’s Securities (with respect to (1) or (2), any such excess shares, the “Excess Securities”).  With respect to any such Excess Securities, I hereby (1) irrevocably appoint and constitute the Company, each of its authorized officers and their designees, and each of them, with full power of substitution, as my proxy and attorney in fact with full authority to vote and act by written consent with respect to any such Excess Securities on any matter submitted to shareholders for a vote or action by written consent, in the discretion of such proxy, to the same extent I would have the power to vote or act by written consent and (2) grant the Company a right for [          ] days from the closing of the rights offering to repurchase such Excess Securities at the lesser of the $[         ] per Security subscription price and the closing price of the Company’s Securities on the New York Stock Exchange on the trading day immediately prior to the date on which notice is sent to the holder of the Company’s intent to exercise such right, which notice must be sent prior to the expiration of such [         ] day period.  I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous sentence.]

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 5-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Forms 2 or 3.

IMPORTANT:  The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF GRIFFON CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT [          ], THE INFORMATION AGENT, AT [          ].