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: VAN REES CORNELIUS S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-20	Common Stock	A	1639	—	Acquired	28532	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.42	2011-06-04	Common Stock (1250)	1250	Direct
Stock Option (Right to Buy)	$2.34	2011-07-26	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$1.50	2012-10-31	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$1.76	2013-10-24	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$2.50	2014-10-28	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$5.56	2015-10-26	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$7.976	2016-06-01	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$6.90	2017-05-31	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$30.875	2018-05-29	Common Stock (924)	924	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 on the first anniversary of the grant date.

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