GRAHAM CORP — Director's Dealing 2008

Jun 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2008-06-02

Reporting Person: HANSEN J RONALD (VP-Finance; CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-02	Common Stock	M	1875	$15.952	Acquired	22831	Direct
2008-06-02	Common Stock	M	1383	$13.80	Acquired	24214	Direct
2008-06-02	Common Stock	S	3258	$68.44	Disposed	20956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-02	Stock Option (Right to Buy)	$15.952	M	1875	Disposed	2016-06-01	Common Stock (1875)	Direct
2008-06-02	Stock Option (Right to Buy)	$13.80	M	1383	Disposed	2017-05-31	Common Stock (1383)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$61.75	2018-05-29	Common Stock (948)	948	Direct

Footnotes

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

F2: This option was previously reported by Mr. Hansen and is exercisable pro rata on the first, second, third and fourth anniversaries of the 6/01/06 grant date.

F3: This option was previously reported by Mr. Hansen and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/31/07 grant date.

F4: This option was previously reported by Mr. Hansen and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/29/08 grant date.