UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

April 1, 2016

Date of report (Date of earliest event reported)

GRIFFIN INDUSTRIAL REALTY, INC.

(Exact name of registrant as specified in charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 7.01.  Regulation FD Disclosure

Griffin Industrial Realty, Inc. (“Griffin” or “Registrant”) announced today that its Board of Directors has authorized a program under which the Company may repurchase up to $5,000,000 of its outstanding common stock from time to time in privately negotiated transactions (the “Repurchase Program”). Purchases under the Repurchase Program are expected to begin after Griffin’s 2016 Annual Meeting of Stockholders scheduled for May 10, 2016. The Repurchase Program will expire on May 10, 2017. The amount and timing of purchases under the Repurchase Program does not obligate Griffin to repurchase any shares and may be suspended at any time at management’s discretion. Griffin currently has 5,152,708 shares of common stock outstanding.

A copy of Griffin’s April 1, 2016 press release is attached as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits

Exhibit 99.1:  Press Release dated April 1, 2016 (attached hereto).

This Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements include without limitation statements regarding the anticipated timing of purchases under the Repurchase Program. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements. Important factors that could affect the outcome of the events set forth in these statements include the risk that purchases under the Repurchase Program will not begin in the timeframe expected by the Company, or at all, and the risks described in Griffin’s Securities and Exchange Commission filings, including the “Business,” “Risk Factors” and “Forward-Looking Information” sections in Griffin’s Annual Report on Form 10-K for the fiscal year ended November 30, 2015. Griffin disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report except as required by law.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.