GRAHAM CORP — Director's Dealing 2006

Jul 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2006-07-27

Reporting Person: LINES JAMES R (President and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-27	Stock Option (Right to Buy)	$17.10	A	3000	Acquired	2016-07-27	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2228	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$13.90	2015-10-26	Common Stock (6000)	6000	Direct
Stock Option (Right to Buy)	$19.94	2016-06-01	Common Stock (6000)	6000	Direct

Footnotes

F1: Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Mr. Lines's account, as to which Mr. Lines has sole voting power but no dispositive power, except in limited circumstances.

F2: This option was previously reported by Mr. Lines.

F3: This option was previoulsy reported by Mr. Lines and is exercisable pro rata on the first, second, third and fourth anniversaries of the 6/01/06 grant date.

F4: This option was granted under the 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and is exercisable pro rata on the first, second, third and fourth anniversaries of the grant date.