GRAHAM CORP — Director's Dealing 2010

May 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2010-05-20

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-20	Common Stock	A	3471	—	Acquired	6538	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-20	Stock Option (Right to Buy)	$15.25	A	3118	Acquired	2020-05-20	Common Stock (3118)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$10.84	2017-07-26	Common Stock (3750)	3750	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (1114)	1114	Direct
Stock Option (Right to Buy)	$15.22	2019-05-28	Common Stock (3571)	3571	Direct

Footnotes

F1: This performance-based 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 is subject to forfeiture if certain vesting conditions are not met.

F2: This option was previously reported by Mr. Smith and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/26/07 grant date.

F3: 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.

F4: This option was previously reported by Mr. Smith and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/28/09 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 33 1/3% per year over three years beginning on the first anniversay of the grant date.