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Graham Corporation  Corresp

    J. Ronald Hansen

vice president finance and

administration, CFO

January 8, 2008

Ms. Angela Crane

Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

    Response via:

    EDGAR correspondence

and

Facsimile (202-772-9218)

    Re:

    Graham Corporation

Form 10-K for the Fiscal-Year March 31, 2007

Filed June 5, 2007

Form 10-Q for the Quarterly Period ended September 30, 2007

File No. 001-08462

Dear Ms. Crane:

Below please find the Company’s response to the Staff’s comment received on December 26, 2007,
relating to the above-captioned Quarterly Report on Form 10-Q. the caption and numbered paragraph
set forth below corresponds to the caption and numbered paragraph contained in the Staff’s December
26, 2007 letter. For your convenience, we have also included in this response letter, in italicized
test, the full text of the comment contained in the Staff’s December 26, 2007 letter.

Staff Comment and Response of the Company

1. We note on October 26, 2007 you declared a five for four stock split and presented this on a
“pro forma basis” on the face of your statement of operations. Please revise future filing to
present the stock split retroactively in your financial statements for all periods presented or
tell us why your current presentation is appropriate. Refer top SAB Topic 4C for guidance.

We will
revise future filings to present the stock split retroactively in our
financial statements for all periods presented as requested by the
Staff.

Grahm Corporation

Corporate and Sales Headquarters: 20 Florence Avenue, Batavia, NY 14020

PHONE: (585) 343-2216     FAX:
(585) 343-1177     EMAIL:
rhansen@grahm-mfg.com     WEBSITE:
www.graham-mfg.com

We believe the current presentation is appropriate based upon the overriding consideration of the
basis on which the shares were trading at the date of the filing of the financial statements on
Form 10-Q for the quarterly period ended September 30, 2007.

SAB Topic 4C requires that changes in capital structure be given retroactive effect in the balance
sheet if such change occurs after the date of the latest reported balance sheet but before the
release of the financial statements. FASB Statement No. 128, Earnings per Share, also requires the
retroactive restatement of earnings-per-share computations for stock dividends, stock splits, and
reverse splits. If a stock dividend or split is consummated after the close of the period but prior
to the issuance of the financial statements, the earnings-per-share computation should be based on
the new number of shares. We believe a stock dividend or split is considered to be consummated once
it has been declared, approved by all necessary parties (e.g., board of directors, shareholders),
and distributed. We believe this means EPS should not be retroactively adjusted as a result of a
stock dividend or stock split until the shares are trading on a post-split or dividend basis.

Graham Corporation announced a five-for-four stock split on October 26, 2007 on common stock held
on the record date of November 30, 2008. The Company also announced that it anticipated the
additional shares would be distributed about January 2, 2008. The Company filed its financial
statement on Form 10-Q for the quarter ended September 30, 2007 on October 31, 2007. Note 14 —
Subsequent Events, to the financial statements also disclosed that the common shares from the
five-for-four stock split “will be distributed on or about January 2, 2008.”

Because the stock split was declared and approved prior to but distributed subsequent to the
“issuance” of the financial statements, EPS was calculated using the number of shares on a
pre-split basis. Disclosure was made of the post-split effects on EPS on the face of the financial
statements with footnote disclosure of the significant terms of the pending stock split. EPS was
not retroactively adjusted because the additional shares from the stock split were not distributed
until subsequent to the issuance of the second quarter financial statements.

Since the common shares were distributed on January 3, 2008, we will prepare future filings to
present the stock split retroactively in our financial statements for all periods presented as
requested by you in your letter of December 26, 2007, page 3.

As requested, the Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    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 under the federal securities laws of the United
States.

Please contact the undersigned should you have any questions regarding this letter or its contents.

Respectively submitted,

Graham Corporation

J. Ronald Hansen

Chief Financial Officer

    c.c.

    Martin James, Senior assistant Chief Accountant

Kevin Kuhar, Staff Accountant

Jim Lines

Jennifer Condame

Jerry Mazurkiewicz

Paul O’Leary

Bonnie Jarecke

Dan Kinel