SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 7,  2012

Via E -Mail
Mr. Jeffrey F. Glajch
Vice President of Finance and Administration
    and Chief Financial Officer
Graham Corp oration
20 Florence Avenue
Batavia, New  York 14020

 Re: Graham Corp oration
Form 10 -K for the fiscal year ended March 31, 2012
Filed June 7, 2012
File No .  001-08462

Dear Mr. Glajch :

We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter  within ten business days  by provi ding the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing  the information you provide in  response to these  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended March 31, 2012

Item 8.  Financial Statements

Note 15.  Commitments and Contingencies, page 61

1. You disclose that you have been named as a defendant in la wsuits alleging injury from
asbestos related product liability.  You also disclose that “the outcome of these lawsuits
cannot be determined at this time.”  Tell us how your disclosure about this contingency
fully considers the guidance from FASB ASC 450 -20-50.  In particular, we note that
paragraph 50 -4 provides that if it is reasonably possible that you have incurred a loss or
incurred a loss in excess of any amount accrued, the notes to financial statements should

Mr. Jeffrey F. Glajch
Graham Corporation
September 7, 2012
Page 2

 disclose either (1) the reasonably possib le estimated loss or range of loss or (2) state that
an estimate of the reasonably possible loss or r ange of loss cannot be made .  Please note
that the disclosure is based on reasonably possible outcomes.

2. As a related matter, tell us how your disclosure s in the footnotes and MD&A consider the
guidance about product liability from Questions 2 and 3 of SAB Topic 5 -Y.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequac y of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

You may contact Jeanne Bennett , Staff Accountant, at (202) 551 -3606 or Gary Todd,
Reviewing Accountant,  at (202) 551 -3605 if you have questions regarding these comments.  In
this regard, do not hesita te to contact me at (202) 551 -3676  with any other questions.

       Sincerely,

       /s/ Gary Todd for

        Brian Cascio
        Accounting Branch Chief

Copy to:  Jennifer R. Condame,
     Chief Accounting Officer