W I T N E S S E T H:

                                                                Exhibit 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         AMENDMENT TO EMPLOYMENT AGREEMENT made as of the 8th day of August,
2003 by and between GRIFFON CORPORATION, a Delaware corporation (hereinafter the
"Company") and XXXXXX X. XXXX (hereinafter the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of July 1, 2001 (hereinafter the "Employment Agreement"); and

         WHEREAS, the Company and Executive desire to modify said Employment
Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       Paragraph 2(b) shall be amended and restated as follows,
                  effective as of the date hereof:

                  "(b) EMPLOYMENT TERM. The Employment Term shall mean the
                  period commencing as of the date hereof and terminating on
                  December 1, 2009."

         2.       Except as specifically provided in this Amendment, the
                  Employment Agreement is in all other respects hereby ratified
                  and confirmed without amendment.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.


                                      GRIFFON CORPORATION

                                      By: /s/Xxxxxx Xxxxxxxx
                                          -------------------------------------
                                             Xxxxxx Xxxxxxxx, President

                                          /s/Xxxxxx X. Xxxx
                                          -------------------------------------
                                             Xxxxxx X. Xxxx