GRIFFON CORPORATION ANNOUNCES OPERATING RESULTS FOR THE FIRST QUARTER OF FISCAL 2003

Jericho, New York, February 5, 2003 — Griffon Corporation (NYSE: GFF) today reported operating performance for the first quarter of fiscal 2003, ended December 31, 2002. Net sales for the quarter were $302,154,000 compared to $301,902,000 for the first quarter of fiscal 2002. Income before income taxes increased to $21,081,000 from $20,294,000. Net income was $10,920,000 in the current quarter; the comparable amount in the first quarter of 2002 (before the cumulative effect of an accounting change) was $10,582,000. Basic earnings per share for the quarter was $.33 compared to $.32 last year and diluted earnings per share for the quarter was $.32 compared to $.31 last year. Last year’s net income and per share amounts are before a charge of $24,118,000 for the cumulative effect of a change in accounting principle to reflect the impairment of goodwill attributable to the company’s installation services segment.

The operational improvement for the quarter was primarily driven by the specialty plastic films and garage doors segments. Specialty plastic films continued its solid operating performance, impressively increasing sales and further improving profitability. Net sales of the garage doors segment were lower compared to last year primarily due to the divestiture in 2002 of Atlas, an unprofitable commercial operation. Garage doors’ profitability improved on the strength of manufacturing efficiencies and effective cost control, and was also positively impacted by the divestiture of the Atlas unit. The electronic information and communication systems segment, Telephonics, reported lower sales primarily due to certain programs nearing completion and delays in anticipated awards of new orders which are expected to pick up as the year progresses. Earnings in this segment declined compared to last year principally due to the sales decrease and increased research and development expenditures.

The company’s operational performance in the first quarter of fiscal 2003 continued to generate substantial cash flow. Cash generated from operations was a healthy $10,000,000 which was used for capital expenditures and to acquire shares of the company's common stock.

Griffon Corporation —

• is a leading manufacturer and marketer of residential, commercial and industrial garage doors sold to professional installing dealers and major home center retail chains;
• installs and services specialty building products and systems, primarily garage doors, openers, fireplaces and cabinets, for new construction markets through a substantial network of operations located throughout the country;
• is an international leader in the development and production of embossed and laminated specialty plastic films used in the baby diaper, feminine napkin, adult incontinent, surgical and patient care markets; and
• develops and manufactures information and communication systems for government and commercial markets worldwide.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation statements regarding the company’s financial position, business strategy and the plans and objectives of the company’s management for future operations, are forward-looking statements. When used in this release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, and similar expressions, as they relate to the company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the company’s management, as well as assumptions made by and information currently available to the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, business and economic conditions, competitive factors and pricing pressures, capacity and supply constraints. Such statements reflect the views of the company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the company. Readers are cautioned not to place undue reliance on these forward-looking statements. The company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.