GRAHAM CORP — Director's Dealing 2008

Nov 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2008-11-17

Reporting Person: MAZURKIEWICZ GERARD T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-17	Common Stock	P	1500	$9.84	Acquired	1500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12.52	2017-08-15	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (924)	924	Direct

Footnotes

F1: This option was previously reported by Mr. Mazurkiewicz and is exercisable pro rata on the first, second, third and fourth anniversaries of the 8/15/07 grant date. The number of shares subject to the option and the exercise price have been adjusted to reflect a 5-for-4 stock split in the nature of a stock dividend paid on 1/3/08, and a 2-for-1 stock split in the nature of a stock dividend paid on 10/6/08.

F2: This option was previously reported by Mr. Mazurkiewicz and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/29/08 grant date. The number of shares subject to the option and the exercise price have been adjusted to reflect a 2-for-1 stock split in the nature of a stock dividend paid on 10/6/08.