GRAHAM CORP — Director's Dealing 2008

Jun 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2008-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-28	Common Stock	F	589	$37.99	Disposed	20561	Direct
2008-05-29	Common Stock	A	623	—	Acquired	21184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-29	Stock Option (Right to Buy)	$61.75	A	948	Acquired	2018-05-29	Common Stock (948)	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)	$15.952	2016-06-01	Common Stock (5625)	5625	Direct
Stock Option (Right to Buy)	$13.80	2017-05-31	Common Stock (5532)	5532	Direct

Footnotes

F1: This restricted stock award was granted under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and vests 10% on the first anniversary of the grant date, 20% on the second anniversary of the grant date, 30% on the third anniversary of the grant date and 40% on the fourth anniversary of the grant date.

F2: 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.

F3: 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. Mr. Hansen exercised this option with respect to 1,500 shares on 10/29/07. The 4,500 balance shares have been adjusted to reflect the 5-for-4 stock split referenced below.

F4: This option was previously reported by Mr. Hansen and is exercisable pro rata on the first, second, third and fourth anniversaries of the 5/31/07 grant date.

F5: This option was granted under the Amended and Restated 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.