UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. _)*




                              GRIFFON CORPORATION
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.25 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    398433102
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2007
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,and
for any  subsequent  amendment  containing  information which  would  alter the
disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 11



-----------------------
  CUSIP No. 398433102                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,541,233
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,541,233

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           1,541,233


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 11


-----------------------
  CUSIP No. 398433102                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

      Global Securities Services, a separate business unit within and across
      Goldman, Sachs & Co. and Goldman Sachs International, each of which is
      a direct or indirect subsidiary of The Goldman Sachs Group, Inc.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York and London

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,541,233
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,541,233

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           1,541,233


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD

------------------------------------------------------------------------------



                                Page 3 of 11



Item 1(a).         Name of Issuer:
                   GRIFFON CORPORATION

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   100 Jericho Quadrangle
                   Jericho, NY 11753

Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   Global Securities Services, a separate business unit within
                   and across Goldman, Sachs & Co. and Goldman Sachs
                   International, each of which is a direct or indirect
                   subsidiary of The Goldman Sachs Group, Inc.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.:
                   85 Broad Street
                   New York, NY  10004

                   Goldman Sachs International:
                   133 Fleet Street
                   London EC4A 2BB
                   England


Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York
                   GOLDMAN SACHS INTERNATIONAL - London

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.25 par value

Item 2(e).         CUSIP Number:
                   398433102

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[ ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 4 of 11

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------


 * In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially  owned by Global  Securities  Services,  a separate  business  unit
within and across Goldman, Sachs & Co. and Goldman Sachs International,  each of
which is a direct or  indirect  subsidiary  of The  Goldman  Sachs  Group,  Inc.
("GSS"),  resulting  from GSS  holding  title to such  securities  as a  secured
creditor  under a  transfer  of title  financial  collateral  arrangement  under
English Law. This  filing  does  not  reflect  securities,  if  any,
beneficially owned by any other separate business units of Goldman,  Sachs & Co,
Goldman Sachs International and/or The Goldman Sachs Group, Inc. whose ownership
is disaggregated from that of GSS in accordance with the Release.  GSS disclaims
beneficial ownership of any securities beneficially owned by any client accounts
with respect to which GSS or its employees have voting or investment discretion,
or both.




                               Page 5 of 11


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 13, 2008

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact


             GOLDMAN SACHS INTERNATIONAL
             on behalf of Global Securities Services

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact




                               Page 6 of 11


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to
                GOLDMAN SACHS INTERNATIONAL

                               Page 7 of 11


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $0.25 par value, of GRIFFON CORPORATION and further agree to the
filing of this agreement  as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this Agreement to file
on its behalf any and all amendments to such Statement on Schedule 13G.

Date:  February 13, 2008

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact


             GOLDMAN SACHS INTERNATIONAL

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact



                               Page 8 of 11


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

    The securities  being  reported on  by The Goldman  Sachs  Group,  Inc. ("GS
Group"), as a parent holding company, may  be deemed to  beneficially  owned  by
Global Securities  Services, a separate business unit within and across Goldman,
Sachs &  Co.and  Goldman  Sachs  International,  each  of  which  is a direct or
indirect subsidiary of The Goldman Sachs Group, Inc.("GSS")

                               Page 9 of 11

                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY


KNOW  ALL  PERSONS BY  THESE PRESENTS  that  THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro  (and any other employee of The Goldman
Sachs Group, Inc. or one  of its affiliates designated in writing by one of the
attorneys-in-fact),  acting  individually,  its  true  and lawful attorney,  to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by  the  Company  under  the  Act,    giving  and   granting   unto  each  said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the  Company might or could do if personally present by
one  of its authorized  signatories,  hereby ratifying  and confirming all that
said attorney-in-fact  shall lawfully  do or cause to be done by virtue hereof.

THIS POWER OF  ATTORNEY  shall  remain in full  force and  effect until  either
revoked  in writing by the  undersigned  or  until  such time as  the person or
persons  to whom power  of attorney has  been hereby granted cease(s)  to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 4, 2007.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Gregory K. Palm
____________________________
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel




                               Page 10 of 11



                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  GOLDMAN SACHS INTERNATIONAL (the
"Company")  does  hereby  make,  constitute  and  appoint  each  of Ronald  L.
Christopher  and  Lauren  LoFaro  (and any other employee of The Goldman Sachs
Group, Inc. or  one of its  affiliates  designated  in writing  by  one of the
attorneys-in-fact),  acting individually,  its  true and  lawful  attorney, to
execute  and  deliver  in its  name and on its behalf  whether  the Company is
acting  individually or as  representative  of others,  any  and  all  filings
required to  be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"),  with respect to securities  which may  be deemed  to
be beneficially owned by the Company under  the Act, giving and  granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories,  hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing  by  the undersigned  or until  such time as the  person or
persons to whom power of attorney  has been hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.


    IN WITNESS WHEREOF, the undersigned has duly  subscribed these presents as
of January 12, 2007.


GOLDMAN SACHS INTERNATIONAL


/s/ Richard J. Levy
____________________________________
RICHARD J. LEVY
Managing Director


                               Page 11 of 11