GRAHAM CORP — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAHAM CORP (GHM)
CIK: 0000716314
Period of Report: 2011-03-04

Reporting Person: Smith Alan E (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	S	325	$20.85	Disposed	6538	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
Stock Option (Right to Buy)	$15.25	2020-05-20	Common Stock (3118)	3118	Direct

Footnotes

F1: These shares were acquired under the Graham Corporation Employee Stock Purchase Plan.

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 previously reported by Mr. Smith and is exercisable 33 1/3% per year over three years beginning on the first anniversay of the 5/20/10 grant date.