GRAHAM CORP — Director's Dealing 2008

Aug 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2008-08-05

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-05	Common Stock	M	625	$21.68	Acquired	991	Direct
2008-08-05	Common Stock	S	420	$92.5923	Disposed	571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-05	Stock Option (Right to Buy)	$21.68	M	625	Disposed	2017-07-25	Common Stock (625)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$61.75	2018-05-29	Common Stock (557)	557	Direct

Footnotes

F1: This option was previously reported by Mr. Smith and has been adjusted to reflect a 5-for-4 stock split in the nature of a stock dividend paid on 1/3/08. This option is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/26/07 grant date.

F2: This option was previously reported by Mr. Smith and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/29/08 grant date.