SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Graham Corporation
 20 Florence Avenue Batavia, New
York May 7, 2026 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Graham Corporation
 Registration Statement on Form S-3
 Filed April 30, 2026 (File
No. 333-295458) Ladies and Gentlemen:
 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Graham Corporation, a Delaware corporation, hereby
requests that the effectiveness of the registration statement on Form S-3 (File No. 333-295458), initially filed with the U.S. Securities and Exchange Commission on
April 30, 2026, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time on May 11, 2026 or as soon thereafter as practicable.
 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

 Very truly yours,

 Graham Corporation

 By:

 /s/ Christopher Thome

 Christopher Thome Vice President –
Finance, Chief Financial Officer and Chief Accounting Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

Christopher Thome
Chief Financial Officer
Graham Corporation
20 Florence Avenue
Batavia, New York 14020

 Re: Graham Corporation
 Registration Statement on Form S-3
 Filed April 30, 2026
 File No. 333-295458
Dear Christopher Thome:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Jeff Kauten at
202-551-3447 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Alexander R. McClean
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Acceleration Request

 Graham Corporation

20 Florence Avenue

 Batavia, New
York

 May 20, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Graham Corporation

Registration Statement on Form S-3

Filed May 13, 2024

 (File No. 333-279355)

 Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Graham Corporation, a Delaware corporation, hereby
requests that the effectiveness of the registration statement on Form S-3 (File No. 333-279355), initially filed with the U.S. Securities and Exchange Commission on
May 13, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on May 22, 2024 or as soon thereafter as practicable.

If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

Very truly yours,

Graham Corporation

By:

 /s/ Christopher Thome

 Christopher Thome

 Vice President –
Finance, Chief Financial Officer and Chief Accounting Officer

United States securities and exchange commission logo
May 17, 2024
Christopher J. Thome
Chief Financial Officer
Graham Corporation
20 Florence Avenue
Batavia, NY 14020
Re:Graham Corporation
Registration Statement on Form S-3
Filed May 13, 2024
File No. 333-279355
Dear Christopher J. Thome:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alexander R. McClean, Esq.

United States securities and exchange commission logo
March 4, 2024
Christopher J. Thome
Vice President-Finance & Chief Financial Officer
Graham Corp
20 Florence Ave
Batavia, NY 14020
Re:Graham Corp
Form 10-K for the Year Ended March 31, 2023
File No. 001-08462
Dear Christopher J. Thome:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina McLeod

CORRESP
1
filename1.htm

CORRESP

 March 4, 2024

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F. Street, N.E.

 Washington, D.C. 20549

Attn: Ms. Megan Akst and Ms. Kathleen Collins

Re:
 Graham Corp

Form 10-K for the Year Ended March 31, 2023

Form 10-Q for the Quarter Ended December 31, 2023

File No. 001-08462

Dear Ms. Akst and Ms. Collins:

 On
behalf of Graham Corporation (“Graham” or the “Company”), this letter is sent in response to your office’s comment letter dated February 23, 2024 regarding the Company’s annual report on Form 10-K for the year ended March 31, 2023 (“fiscal 2023”), filed on June 8, 2023 and the Company’s quarterly report on Form 10-Q for the quarterly period
ended December 31, 2023, filed on February 5, 2024. For your convenience, the Staff’s comment has been repeated below in its entirety in italicized font, with the Company’s response to such comment set out immediately underneath
it.

 Form 10-Q for the Quarterly Period Ending December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page
25

1.
 We note from your response to prior comment 1. Considering the BN Performance Bonus plan requires continued
employment at the time of such payment, and as the amounts will be paid in cash, it remains unclear how such charges are not a normal, recurring cash operating expenses. Please revise to remove these adjustments from your non-GAAP measures. Refer to Question 100.01 of the non-GAAP C&DIs.

Response:

 We acknowledge the
Staff’s comment and will remove the BN Performance Bonus plan adjustment from our non-GAAP measures in all future filings starting with our upcoming Form 10-K for
the year ending March 31, 2024 in accordance with Question 100.01 of the Non-GAAP C&DIs.

 Securities and Exchange Commission

Division of Corporation Finance

 March 4, 2024

 *  *  *  *  *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at
CThome@graham-mfg.com or (716) 225-8116.

Very truly yours,

/s/ Christopher J. Thome

 Christopher J. Thome

 Vice
President-Finance & Chief Financial Officer

United States securities and exchange commission logo
February 23, 2024
Christopher J. Thome
Vice President-Finance & Chief Financial Officer
Graham Corp
20 Florence Ave
Batavia, NY 14020
Re:Graham Corp
Form 10-K for the Year Ended March 31, 2023
Form 10-Q for the Quarter Ended December 31, 2023
File No. 001-08462
Dear Christopher J. Thome:
            We have reviewed your February 20, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any reference to prior comments is to our February 6, 2024 letter.
Form 10-Q for the Quarterly Period Ending December 31, 2023
Managements Discussion and Analysis of Financial Condition and Results of Operations Non-
GAAP Measures, page 25
1.We note from your response to prior comment 1. Considering the BN Performance Bonus
plan requires continued employment at the time of such payment, and as the amounts will
be paid in cash, it remains unclear how such charges are not a normal, recurring cash
operating expenses. Please revise to remove these adjustments from your non-GAAP
measures. Refer to Question 100.01 of the non-GAAP C&DIs.

 FirstName LastNameChristopher J. Thome
 Comapany NameGraham Corp
 February 23, 2024 Page 2
 FirstName LastName
Christopher J. Thome
Graham Corp
February 23, 2024
Page 2
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina McLeod

CORRESP
1
filename1.htm

CORRESP

 February 20, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F. Street, N.E.

 Washington, D.C. 20549

Attn: Ms. Megan Akst and Ms. Kathleen Collins

Re:
 Graham Corp

Form 10-K for the Year Ended March 31, 2023

Form 10-Q for the Quarter Ended December 31, 2023

File No. 001-08462

Dear Ms. Akst and Ms. Collins:

 On
behalf of Graham Corporation (“Graham” or the “Company”), this letter is sent in response to your office’s comment letter dated February 6, 2024 regarding the Company’s annual report on Form 10-K for the year ended March 31, 2023 (“fiscal 2023”), filed on June 8, 2023 and the Company’s quarterly report on Form 10-Q for the quarterly period
ended December 31, 2023, filed on February 5, 2024. For your convenience, each of the Staff’s comments has been repeated below in its entirety in italicized font, with the Company’s response to each such comment set out
immediately underneath it.

 Form 10-Q for the Quarterly Period Ending December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page
25

1.
 We note your adjustment for BN Performance Bonus to both adjusted EBITDA and adjusted net income. To the
extent these bonuses are payable in cash, please tell us how you determined it is appropriate to exclude such amounts from your non-GAAP measures, and explain how this compensation differs from other cash
bonuses paid to employees and management. Refer to Question 100.01 of the Non-GAAP C&DIs.

Response:

 The Company acknowledges the
Staff’s comment and notes that management carefully considers the guidance contained in the Non-GAAP Financial Measures Compliance & Disclosures Interpretations (“C&DIs”). The
Answer to Question 100.01 states, “Presenting a non-GAAP performance measure that excludes normal, recurring cash operating expenses necessary to operate a registrant’s business is one example of a
measure that could be misleading.” The Answer to Question 100.01 concludes, “The staff would view an operating expense that occurs repeatedly or occasionally, including at irregular intervals, as recurring.”

 Securities and Exchange Commission

Division of Corporation Finance

 February 20, 2024

 Barber-Nichols, LLC (“BN”) was a privately held company acquired by Graham on
June 1, 2021. The purchase agreement included a contingent earn-out (the “BN Earn-out Agreement”) dependent upon the EBITDA levels of BN for our fiscal
year ending March 31, 2024 (“fiscal 2024”). Under the terms of the BN Earn-out Agreement, the shareholders of BN were eligible to receive from $7 million to $14 million in additional
cash consideration if an EBITDA threshold of at least $8.75 million was achieved, with additional cash consideration added for amounts above that threshold. This agreement was filed as exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 1, 2021. In accordance with Accounting Standard Codification 805 “Business Combinations,” (“ASC 805”) on June 1, 2021, a liability of $1.9 million was recorded
representing the fair value of the contingent earn-out as of the acquisition date.

 Shortly after
the acquisition date, the former shareholders of BN asked the Company if the BN Earn-out Agreement could be given to the employees of BN so that they could share in the benefits of the transaction. As a
result, in October of 2021, the BN Earn-out Agreement was terminated and Graham entered into a new supplemental performance bonus agreement with the employees of BN (the “Supplemental BN Bonus
Agreement”). Under the terms of the Supplemental BN Bonus Agreement, all employees who are employed by BN at the end of the applicable fiscal year the bonus relates to, are eligible to share between $2 million and $4 million per year
for fiscal years ending March 31, 2024, 2025, and 2026 if certain EBITDA levels are achieved as defined in the agreement. Note that the fiscal 2024 EBITDA target for the Supplemental BN Bonus Agreement is the same as the fiscal 2024 EBITDA
target of the BN Earn-out Agreement. Additionally, it should be noted that no changes were made to the existing BN bonus plan that all employees of BN are eligible to receive each year. The Supplemental BN
Bonus Agreement is in addition to the normal BN employee bonus, which is also based on EBITDA, and excludes any impact from the Supplemental BN Bonus Agreement.

In accordance with ASC 805, in October 2021 the $1.9 million contingent earn-out liability was
reversed into Other Operating (Income) Expense, Net, on the Company’s Consolidated Statement of Operations after the BN Earn-out Agreement was terminated. It should be noted that this gain was subtracted
for purposes of calculating Adjusted EBITDA and Adjusted Net Income for fiscal 2022 as shown on page 29 of the Company’s Annual Report on form 10-K dated March 31, 2023 and the applicable 10Qs for
fiscal 2022 and subsequent periods. Additionally, it should be noted that five key members of BN’s management team were given retention bonuses in connection with the acquisition, which were not added back to Adjusted EBITDA or Adjusted Net
Income for fiscal 2022 or fiscal 2023 as they are expected to reoccur in the future on irregular intervals as the Company consummates future acquisitions.

The termination agreement is filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
dated September 30, 2021 and the Supplemental BN Bonus Agreement, as amended for clarification, is filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated September 30, 2022.

 The facts and circumstances related to the Supplemental BN Bonus Agreement, along with the amount accrued during the periods presented,
are disclosed in the Summary section and SG&A discussion of Management’s Discussion and Analysis of Financial Condition and Results of Operation of our Quarterly Report on Form 10-Q for the period
ended December 31, 2023 (page 21 and 25 respectively). In future filings, we will enhance our disclosures to include some of the facts discussed in this response to make this more transparent for shareholders.

 Securities and Exchange Commission

Division of Corporation Finance

 February 20, 2024

 Management determined that excluding the costs associated with the Supplemental BN Bonus
Agreement from adjusted EBITDA, adjusted net income and adjusted earnings per share was appropriate and compliant with Item 10(e) of Regulation S-K and consistent with the guidance given in Question 100.01 of
the Non-GAAP Financial Measures C&DI. The program is highly unusual, limited in duration, and implemented specifically at the request of former BN shareholders to allow BN employees to share in the
benefits of the sale of BN. Nearly half (4 of 10) of the former BN shareholders are not eligible to receive any portion of the Supplemental BN Bonus Agreement, with the other half only receiving a fraction of what they would have received if the BN Earn-out Agreement had not been terminated. The Company has never before instituted such a supplemental bonus program and does not expect such a supplemental bonus program to reoccur in the future. Further, the
supplemental bonus program was not necessary to operate the business as a normal annual bonus program was already in existence and retention bonuses had been given to key management. It should also be noted that if the BN Earn-out Agreement was not terminated and remained with the shareholders of BN versus its employees, a significant portion the earn-out would have been captured in the opening
balance sheet earn-out liability with a corresponding offset to goodwill and not through net income.

2.
 You disclose adjusted EBITDA as a percentage of revenue without presenting the comparable GAAP measure of
net loss as a percentage of revenue both here and in the Form 10-K. Please revise to present a comparable GAAP measure of net income as a percentage of revenue with equal or greater prominence. Refer to
Question 102.10(a) of the Non-GAAP C&DIs.

 Response:

We acknowledge the Staff’s comment, and will ensure to provide the comparable GAAP measure of net income (loss) as a percentage of revenue
with equal or greater prominence in all future filings in accordance with Question 102.10(a) of the Non-GAAP C&DIs.

*   *   *   *   *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at
CThome@graham-mfg.com or (716) 225-8116. Please note that I will be out of the office with limited access to email until February 26, 2024.

Very truly yours,

/s/ Christopher J. Thome

 Christopher J. Thome

 Vice
President-Finance & Chief Financial Officer

United States securities and exchange commission logo
February 6, 2024
Christopher J. Thome
Vice President-Finance & Chief Financial Officer
Graham Corp
20 Florence Ave
Batavia, NY 14020
Re:Graham Corp
Form 10-K for the Year Ended March 31, 2023
Form 10-Q for the Quarter Ended December 31, 2023
File No. 001-08462
Dear Christopher J. Thome:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ending December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 25
1.We note your adjustment for BN Performance Bonus to both adjusted EBITDA and
adjusted net income. To the extent these bonuses are payable in cash, please tell us how
you determined it is appropriate to exclude such amounts from your non-GAAP measures,
and explain how this compensation differs from other cash bonuses paid to employees and
management. Refer to Question 100.01 of the Non-GAAP C&DIs.
2.You disclose adjusted EBITDA as a percentage of revenue without presenting the
comparable GAAP measure of net loss as a percentage of revenue both here and in the
Form 10-K. Please revise to present a comparable GAAP measure of net income as a
percentage of revenue with equal or greater prominence. Refer to Question 102.10(a) of
the Non-GAAP C&DIs.

 FirstName LastNameChristopher J. Thome
 Comapany NameGraham Corp
 February 6, 2024 Page 2
 FirstName LastName
Christopher J. Thome
Graham Corp
February 6, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina McLeod

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

       DIVISION OF
CORPORATION FINANC E

Mail Stop 3030
February 15 , 2017

Via E -mail
Mr. Jeffrey Glajch
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, 2016
Filed June 1 , 2016
File No .  001-08462

Dear Mr. Glajch :

We have comple ted our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

        /s/ Brian Cascio

        Brian Cascio
Account ing Branch Chief
 Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 February 9, 2017

Mr. Brian Cascio

 Accounting Branch Chief

Office of Electronics and Machinery

 United States Securities and
Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

Reference:
Graham Corporation

 Form 10-K for the fiscal year ended March 31, 2016

Filed June 1, 2016

 File
No.: 001-08462

 Dear Mr. Cascio:

 Below please find
Graham Corporation’s (the “Company’s”) response to the comment provided by the Staff of the Securities and Exchange Commission in its letter dated January 27, 2017, relating to the above-captioned Annual Report on Form 10-K
(the “2016 10-K”).

 The caption and numbered paragraph set forth below corresponds to the caption and numbered paragraph contained in the
Staff’s January 27, 2017 letter. For your convenience, we have also included in this response letter, in italicized text, the full text of the comments contained in the Staff’s January 27, 2017 letter.

Staff Comments and Responses of the Company

Form 10-K for the Fiscal Year Ended March 31, 2016

Report of Independent Registered Public Accounting Firm, pages 57, 58 and 62

In each of the reports of your Independent Registered Public Accounting Firm your auditor refers to its other reports dated May 31, 2016 although the
reports are each dated June 1, 2016. Please file an amendment to include the revised audit reports that correctly indicate that the reports are each dated June 1, 2016.

Response:

 The Company
reviewed the original, manually signed reports of our Independent Registered Public Accounting Firm for each of the reports noted in the comment above and confirmed that the correct date of June 1, 2016 was referenced in each of the reports. In
addition, the Company noted that the incorrect date was also referenced in the Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 in the Form 10-K for the fiscal year ended March 31, 2016. The Company confirmed
that the original, manually signed consent also referenced the correct date. The typographical errors included in the filed Form 10-K for the fiscal year ended March 31, 2016 have been corrected and the revised reports, including the consents,
were filed on February 8, 2017 as Amendment 1 on Form 10-K/A for the fiscal year ended March 31, 2016.

Graham Corporation, 20 Florence Avenue, Batavia, NY 14020 USA

Phone: 585-343-2216 Fax: 585-343-1097 email: equipment@graham-mfg.com Web site: www.graham-mfg.com

 February 9, 2017

Page 2 of 2

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

Respectively submitted,

Graham Corporation

/s/ Jeffrey F. Glajch

Jeffrey F. Glajch

Vice President-Finance & Administration,

Chief Financial Officer and Corporate Secretary

cc
Julie Sherman, Senior Accountant, Securities and Exchange Commission

 Jeanne Bennett,
Securities and Exchange Commission

 Geoffrey Kruczek, Senior Attorney, Securities and Exchange Commission

Tom Jones, Securities and Exchange Commission

James R. Lines, President and Chief Executive Officer, Graham Corporation

Gerard T. Mazurkiewicz, Audit Committee Chairman, Graham Corporation

Timothy Culhane, Deloitte & Touche LLP

Brian Brockmann, Deloitte & Touche LLP

Daniel R. Kinel, Esq., Harter Secrest & Emery LLP

Graham Corporation, 20 Florence Avenue, Batavia, NY 14020 USA

Phone: 585-343-2216 Fax: 585-343-1097 email: equipment@graham-mfg.com Web site: www.graham-mfg.com

Mail Stop 3030
January 27 , 2017

Via E -mail
Mr. Jeffrey Glajch
Chief Financial Officer
Graham Corporation
20 Florence Avenue
Batavia, New York 14020

Re: Graham Corporation
 Form 10-K for the Fiscal Year Ended March 31 , 2016
Filed June 1 , 2016
File No. 001 -08462

Dear Mr. Glajch :

We have reviewed your filing and have the following  comment .  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 comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2016

Report of Independent Registered Public Accounting Firm, pages 57, 58 and 62

1. In each of the reports of your Independent Registered Public Accounting Firm your
auditor refers to its other reports dated May 31, 2016 although the reports are each dated
June 1, 2016.  Please file an amendment to include revised audit reports that correct ly
indicate that the reports are each dated June 1, 2016.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the sta ff.

Jeffery Glajch
Graham Corporation
January 27 , 2017
Page 2

 You may contact Jeanne Bennett at (202) 551 -3606 or Julie Sherman , Senior Accountant,
at (202) 551 -3640 if you have any questions regarding comments on the financial statements and
related matters. Please contact Tom Jones at (202) 551 -3602 or Geoffrey Kruczek, Senior
Attorney, at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

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

       DIVISION OF
CORPORATION FINANCE
       September 30, 2014

Via E -mail

Jeffrey Glajch
Chief Financial  Officer
Graham Corporation
20 Florence Avenue
Batavia, New York  14020

 Re: Graham Corporation
  Form 10 -K for the fis cal year ended March  31, 201 4
  Filed June 4, 2014
  File No. 001-8462

Dear M r. Glajch :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filings and the
company may not assert staff comments as a defense in any procee ding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings to be certain that the filings include the inform ation the Securities Exchange
Act of 1934 and all applicable rules require.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 September 18, 2014

Mr. Brian Cascio

 Accounting Branch Chief

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

RE:
Graham Corporation

 Form 10-K for the fiscal year ended March 31, 2014

Filed June 4, 2014

 File
No.: 001-08462

 Dear Mr. Cascio:

 Below please find
Graham Corporation’s (the “Company’s”) responses to the comments provided by the Staff of the Securities and Exchange Commission in its letter dated September 5, 2014, relating to the above-captioned Annual Report on Form
10-K (the “2014 10-K”).

 The captions and numbered paragraphs set forth below correspond to the captions and numbered paragraphs contained in
the Staff’s September 5, 2014 letter. For your convenience, we have also included in this response letter, in italicized text, the full text of the comments contained in the Staff’s September 5, 2014 letter.

Staff Comments and Responses of the Company

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, Fiscal 2014 compared with Fiscal 2013, page 24

1.
We reference the discussion of the fluctuation in sales recorded for fiscal 2014 as compared to fiscal 2013. While we see that you describe the composition of sales between domestic and international and by market,
we do not see where you have provided a discussion of the reasons for the variances each period or how the described fluctuations impacted revenues recorded for the period. In future filings please include enhanced disclosure to provide investors
with an understanding of any known trends or uncertainties that have had or that you expect will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations, as required by Item 303(A)(3) of
Regulation S-K.

 Graham Corporation, 20 Florence
Avenue, Batavia, New York 14020

 Phone: 585-343-2216 Fax: 585-343-1177 Web site: www.graham-mfg.com

 Securities and Exchange Commission

September 18, 2014

 Page 2

 Response:

The Company confirms that its future filings will include enhanced disclosure intended to provide investors with a more comprehensive
understanding of any known trends or uncertainties that have or that the Company expects will have a material favorable or unfavorable impact on its net sales, revenues or income from continuing operations, as required by Item 303(A)(3) of
Regulation S-K.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, Fiscal 2014 compared with Fiscal 2013

2.
As a related matter, we note the discussion on page 28 about certain projects that you expect to have a significant impact on your revenues and earnings. Please tell us how you have considered whether to provide more
specific detail about the status, impact on your financial statements and expected timing of the completion of material projects. In that regard, please tell us your consideration of providing additional disclosure that discusses the underlying
progress on the major projects during the reporting periods as well as their actual impact on your financial statements with great specificity.

Response:

 The Company
discusses its analysis of its backlog and projection in the “Strategy and Outlook” section on page 28 of its 2014 10-K. Such disclosure provides that “[t]he continued conversion to revenue of the U.S. Navy CVN-79 project and two large
domestic nuclear power generation projects is expected to contribute to sales in fiscal 2015. Any unexpected delay in any of these projects could adversely impact our fiscal 2015 revenue and earnings.”

The specific projects discussed on page 28 of the 2014 10-K have a longer conversion cycle from order to shipment than the Company’s
typical conversion cycle and the magnitude of such projects is larger than the Company’s typical projects. Therefore, the Company provided the above-described disclosure in the 2014 10-K with respect to such projects, while being mindful not to
disclose confidential competitive or customer information. The Company will, as necessary, include additional disclosure in its Form 10-Q filings for the remainder of the fiscal year ending March 31, 2015 (“fiscal 2015”), as well as
in its fiscal 2015 Form 10-K filing, if the Company experiences a material deviation from its expected conversion to revenue or if there is an unexpected delay or an acceleration in these projects.

 Securities and Exchange Commission

September 18, 2014

 Page 3

 Consolidated Financial Statements

Note 14. Segment Information, page 63

3.
We reference the statement on page 63 that your operating segments meet the requirement for aggregation. Please identify your operating segments and provide us with your analysis of the criteria presented in FASB ASC
280-10-50-11. In addition, please clarify the nature of the revenues presented within the line item “all other” in the table on page 63.

Response:

 The Company
has three operating segments which are reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker. The three operating segments consist of the following:

1.
Graham Corporation (“Graham”), located in Batavia, New York;

2.
Energy Steel & Supply Co. (“Energy Steel”), located in Lapeer, Michigan; and

3.
Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (“GVHTT”), located in Suzhou, China.

 Securities and Exchange Commission

September 18, 2014

 Page 4

 Graham and Energy Steel Analysis. ASC 280-10-50-11 states that
operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic
characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of ASC 280-10-50-11, if the segments have similar economic
characteristics, and if the segments are similar in all of the following areas:

1.
The nature of the products and services;

2.
The nature of the production processes;

3.
The type or class of customer for their products and services; and

4.
The methods used to distribute their products or provide their services.

 Graham and Energy
Steel both manufacture industrial equipment used in the energy market, including petroleum refineries and power generation facilities, such as fossil fuel, nuclear, cogeneration and geothermal power plants. The products that Graham and Energy Steel
manufacture are engineered to order, require similar levels or degrees of labor and material, and are subject to strict quality control standards. In addition, both operating segments are job order cost fabrication facilities which distribute
products through a combination of directly employed sales engineers and independent sales representatives paid on a commission basis. Therefore, the operating segments are similar in the nature of products and services, production processes, type of
customer, and method of distributing products, as required for aggregation. In assessing whether the operating segments have similar economic characteristics, the Company believes that gross margin is the critical measurement for its analysis. The
Company’s business is managed on contract profitability. Management utilizes gross margin when making key decisions and preparing financial analyses related to contract pricing, contract acceptance, and contract profitability. The Company has
reviewed the actual gross margins for each of Graham and Energy Steel for the fiscal years ended March 31, 2012, 2013 and 2014, as set forth below:

 Securities and Exchange Commission

September 18, 2014

 Page 5

 Fiscal Year

2012

 Fiscal Year

2013

 Fiscal Year

2014

 Graham Corporation Gross Margin

32.2%

30.7%

31.2%

 Energy Steel Gross Margin

29.9%

28.2%

30.9%

 The Company also reviewed the projected gross margin for each of Graham and Energy Steel for the fiscal years
ending March 31, 2015, 2016, 2017 and 2018. The Company’s review and analyses have indicated that the operating segments exhibit similar economic characteristics. No significant changes to the business operations of either operating
segment are expected; therefore, it is anticipated that they will continue to exhibit similar economic characteristics. Based upon the similarities noted above, the Company has determined that the operating segments may be aggregated into one
reporting segment in accordance with ASC 280-10-50-11.

 GVHTT analysis. Accounting Standards Codification (“ASC”)
280-10-50-10 and 280-10-50-12 state that a public entity shall report separately information about each operating segment that meets both of the following criteria:

1.
Has been identified in accordance with paragraphs 280-10-50-1 and 280-10-50-3 through 50-9 or results from aggregating two or more of those segments in accordance with the paragraph 280-10-50-11

2.
Exceeds the quantitative thresholds in paragraph 280-10-50-12:

a.
Its reported revenue, including both sales to external customers and intersegment sales or transfers, is 10 percent or more of the combined revenue, internal and external, of all operating segments.

b.
The absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount, of either:

(i).
The combined reported profit of all operating segments that did not report a loss.

(ii).
The combined reported loss of all operating segments that did report a loss.

c.
Its assets are 10 percent or more of the combined assets of all operating segments.

 At
March 31, 2014 GVHTT’s revenue, net income and assets represented less than 10% of each of the Company’s total combined revenue, consolidated net income of all operating segments, and consolidated total assets. Therefore, GVHTT did
not meet the quantitative thresholds noted above, such information was not required to be separately reported in the Company’s financial statements, and management does not believe that reporting separately on GVHTT’s financial information
would be useful to readers of the financial statements.

 “All Other” Revenue. The revenue presented within the line item
“All other” in the table on page 63 includes two categories of revenue. These two categories consist of (1) revenue from the sale of spare parts and (2) all revenues from the Company’s subsidiary Energy Steel.

As requested, the Company acknowledges 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 under the federal securities laws of the United States.

 Securities and Exchange Commission

September 18, 2014

 Page 6

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

Respectively submitted,

Graham Corporation

/s/ Jeffrey F. Glajch

Jeffrey F. Glajch

Vice President, Finance & Administration and

Chief Financial Officer

 JFG/dma

cc:
Kristin Lochhead, Senior Accountant, Securities and Exchange Commission

 Martin James, Senior
Assistant Chief, Securities and Exchange Commission

 James R. Lines, President and Chief Executive Officer, Graham Corporation

Gerard T. Mazurkiewicz, Audit Committee Chairman, Graham Corporation

Timothy Culhane, Deloitte & Touche LLP

Marc Dickinson, Deloitte & Touche LLP

Daniel R. Kinel, Esq., Harter Secrest & Emery LLP

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

       DIVISION OF
CORPORATION FINANCE
       September 5 , 2014

Via E -mail

Jeffrey Glajch
Chief Financial Officer
Graham Corporation
20 Florence Avenue
Batavia, New York  14020

 Re: Graham Corporation
  Form 10 -K for the fis cal year ended March  31, 201 4
  Filed June 4, 2014
  File No. 001-8462

Dear M r. Glajch :

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

Please respond to this letter within ten busine ss days  by providing the requested
information or by advising us when you will provide the requested response.  If you do
not believe our comment s apply  to your facts and circumstances , pleas e tell us why in
your response.

After reviewing the information you pro vide in response to these  comment s, we
may have additional comments.

Form 10 -K for the fiscal year ended March 31, 2014

Item 7.   Management’s Discussion and Analysis of Financial Condition an d Results  of
Operations

Results of Operations, Fiscal 2014 compared with Fiscal 2013, page 24

1. We reference the discussion of the fluctuation in sales recorded for fiscal 2014 as
compared to fiscal 2013.   While we see that you describe the composition of
sales between domestic and international and by  market, we do not see where you
have provided a discussion of the reasons for the variances each period or how the
described fluctuations impacted revenues recorded for the period.   In future

Jeffrey Glajch
Graham Corporation
Septe mber 5 , 2014
Page 2

 filings please include enhanced disclosure to provide investor s with an
understanding of  any known trends or uncertainties that have had or that you
expect  will have a material favorable or unfavorable impact on net sales or
revenues or income from continuing operations , as required by Item 303 (A) (3)
of Regulation S-K.

2. As a related matter, we note the discussion on page 28 about certain projects that
you expect to have a significant impact on your revenues and earnings.  Please tell
us how you have considered whether to provide more specific detail about the
status, impact on your financial statements and expected ti ming of the completion
of material projects.  In that regard, please tell us your consideration of providing
additional disclosure that discusses the underlying progress on the major projects
during th e reporting periods as well as their actual impact on your financial
statements with greater specificity.

Consolidated Financial Statements

Note 14.  Segment Information, page 63

3. We reference the statement on page 63 that your operating segments meet t he
requirement for aggregation.   Please identify your operating segments and provide
us with your analysis of the criteria presented in FASB ASC 280 -10-50-11.  In
addition, please clarify the nature of the revenues presented within the line item
“all other ” in the table on page 63.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the compa ny
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy 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 under the federal
securities laws of the United States.

Jeffrey Glajch
Graham Corporation
Septe mber 5 , 2014
Page 3

  You may contact Kristin Lochhead, Senior Accountant,  at (202) 551 -3664  or me
at (202) 551 -3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Martin James, Senior Assistant Chief Accountant, at
(202) 551 -3671  with any other questions.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

October 4 , 2012

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

 Re: Graham Corporation
Form 10 -K for the Year Ended March 31, 2012
Filed June 7, 2012
File No.  001-08462

Dear Mr. Glajch :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure  in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicabl e rules require.

Sincerely,

 /s/Brian Cascio

Brian Cascio
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 September 25, 2012

 Mr. Brian Cascio

 Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

 Washington, D.C.
20549

 Response via EDGAR Correspondence

Re:
Graham Corporation

 Form 10-K
for the Fiscal-Year March 31, 2012

 Filed June 7, 2012

File No. 001-08462

 Dear
Mr. Cascio:

 Below please find Graham Corporation's (the “Company’s”) response to the comments provided by the Staff of the
Securities and Exchange Commission in its letter dated September 7, 2012, relating to the above-captioned Annual Report on Form 10-K (the “2012 10-K”).

 The captions and numbered paragraphs set forth below correspond to the captions and numbered paragraphs contained in the Staff’s September 7, 2012 letter. For your convenience, we have also
included in this response letter, in italicized text, the full text of the comments contained in the Staff’s September 7, 2012 letter.

 Staff Comment and Response of the Company

 Note 15. Commitments and
Contingencies, page 61

1.
You disclose that you have been named as a defendant in lawsuits 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 disclose either (1) the reasonably possible estimated loss or range of loss or (2) state that an estimate of the
reasonably possible loss or range of loss cannot be made. Please note that the disclosure is based on reasonably possible outcomes.

 Securities and Exchange Commission

 September 25, 2012

  Page
 2

 Response:

 In accordance with FASB ASC 450, when preparing the 2012 10-K, the Company concluded there was not a reasonable possibility that a loss or an additional loss had been incurred as of the period covered by
such report.

 In determining whether there is a reasonable possibility that a loss or an additional loss has been incurred, the
Company reviews the status of each claim made (including the facts and circumstances of the claim, the theories of asserted liability, the stage of the proceedings, the Company’s defenses and its past experiences with respect to similar
claims). Following such review, when the Company (i) considers it probable that a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, the Company will record a provision for a liability. Such liability
provisions, if any, are reviewed not less than quarterly and adjusted as necessary as additional information becomes available. If (i) it is considered probable that a liability has been incurred and (ii) the amount of the loss can be
reasonably estimated, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss may have been incurred, the Company will
disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable.

 In response to the Staff’s comment, the Company proposes modifying its disclosure in future filings to read as follows:

 “The Company has been named as a defendant in certain lawsuits alleging personal injury from exposure to asbestos contained in products made by the Company. The Company is a co-defendant with
numerous other defendants in these lawsuits and intends to vigorously defend itself against these claims. The claims are similar to previous asbestos suits that named the Company as defendant, which either were dismissed when it was shown that the
Company had not supplied products to the plaintiff’s places of work or were settled for amounts below the expected defense costs. The outcome of these lawsuits cannot be determined at this time. immaterial amounts.

 From time to time in the ordinary course of businessAs of September 30, 2012, the Company
iswas subject to the claims noted above, as well as other legal proceedings and potential claims that have arisen in the ordinary course of business. At March 31, 2012, other than noted above, management
was unaware of any other material litigation matters.

 Although the outcome of the lawsuits to which the Company is
a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made, management does not believe that the outcomes, either individually or in the aggregate, will have a material effect on the Company’s
results of operations, financial position or cash flows.”

 Securities and Exchange Commission

 September 25, 2012

  Page
 3

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

 Response:

 As indicated in our response to Staff comment 1. above, in connection with the preparation of the 2012 10-K the Company concluded that there was not a reasonable possibility that a loss or an additional
loss occurred. The Company believes that the proposed disclosure included in its response above adequately addresses the guidance in Question 2 of SAB Topic 5-Y.

 The Company also reviewed the requirements of Question 3 of SAB Topic 5-Y in preparing its disclosures contained in the 2012 10-K. The Interpretive Response to Question 3 of SAB Topic 5-Y states:
“The Commission noted that the availability of insurance, indemnification, or contribution may be relevant in determining whether the criteria for disclosure have been met with respect to a contingency. The registrant’s assessment in this
regard should include consideration of facts, such as the periods in which claims for recovery may be realized, the likelihood that the claims may be contested, and the financial condition of third parties from which recovery is expected.”

 The Interpretative Response also states: “If the contingency involves a large number of relatively small individual
claims of a similar type, such as personal injury from exposure to asbestos, disclosure of the number of claims pending at each balance sheet date, the number of claims filed for each period presented, the number of claims dismissed, settled, or
otherwise resolved for each period, and the average settlement amount per claim may be necessary. Disclosures should address historical and expected trends in these amounts and their reasonably likely effects on operating results and
liquidity.”

 The Company has insurance that would potentially allow for the recovery of a portion of defense costs,
settlements and judgments related to the asbestos claims. However, to date the Company has not collected any such insurance proceeds due to the settlement amounts being less than the deductible outlined in the policy, the Company’s inability to
locate insurance policies for certain of the time periods to which the asbestos claims relate or insolvency of the insurance carrier. Due to the lack of insurance recoveries received, management believes that the availability of insurance is not
relevant and is immaterial for disclosure.

 Furthermore, the Company has been defending asbestos claims for several years.
Since the estimated potential losses and timing of any related payments, both individually and in the aggregate, are not material to the Company’s results of operations, financial position or cash flows, in accordance with SAB Topic 5-Y, the
Company did not include additional disclosures of claims filed, pending, dismissed or settled, or the average settlement amount per claim.

 Securities and Exchange Commission

 September 25, 2012

  Page
 4

 As requested, the Company acknowledges 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 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

 /s/ Jeffrey Glajch

Jeffrey Glajch

 Vice
President-Finance & Administration and Chief Financial Officer

cc
Gary Todd, Reviewing Accountant

Jeanne Bennett, Staff Accountant

 James R. Lines

 Gerard T. Mazurkiewicz

James Brennen

Bonnie Jarecke

Lisa Kadar

Daniel R. Kinel, Esq.

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
December 3, 2008

VIA U.S. MAIL
 Mr. J. Ronald Hansen Vice President – Finance and Administ ration and Chief Financial Officer
20 Florence Avenue Batavia, New York 14020

 Re: Graham Corporation
  Form 10-K for the year ended March 31, 2008
  Filed June 3, 2008    File No. 001-08462
Dear Mr. Hansen:
   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       A n g e l a  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

November 20, 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, 2008

Filed June 3, 2008

Form 10-Q for the Quarterly Period ended June 30, 2008

File No. 001-08462

Dear Ms. Crane:

Below please find the Graham Corporation’s (the Company’s) response to the Staff’s comment received
on November 12, 2008, 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 November 12, 2008 letter. For your convenience, we have also included in this
response letter, in italicized text, the full text of the comments contained in the Staff’s
November 12, 2008 letter.

Staff Comment and Response of the Company

Consolidated Statements of Cash Flows, page 6

    1.

    The subtotal “total adjustments” does not appear to be contemplated under SFAS 95. Please
revise future filings to remove or tell us why such subtotal is appropriate.

    We will revise future filings to remove the “Total adjustments” subtotal.

Graham Corporation, 20 Florence Avenue, Batavia, NY 14020 USA

Phone: 585-343-2216 · Fax: 585-343-1097 · email: equipment@graham-mfg.com · Web site: www.graham-mfg.com

U.S. Securities and Exchange Commission

November 20, 2008

Page 2

Note 3 — Investments, page 8

    2.

    We note your disclosure that the impact of adopting all provisions of SFAS No. 157 had no
effect on our financial position, results of operations and cash flows when adopted. Please
revise future filings to provide the disclosures required by paragraphs 32 — 35 and 39 or
tell us why such disclosure is not required.

    The disclosures required by paragraphs 32-35 and 39 of SFAS No. 157, Fair Value
Measurements, are not applicable to the investments held by the Company because they are
classified as held to maturity and measured at amortized cost. We believe the current
disclosure is appropriate and no revisions to future filings are required.

Paragraph 7 of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities,
requires investments in debt securities that are classified as held-to-maturity to be measured at
amortized cost in the statement of financial position when the reporting enterprise has the
positive intent and ability to hold those securities to maturity. In Note 3, Investments, of the
Notes to Condensed Consolidated Financial Statements, the Company disclosed the following:

    •

    All investments are classified as held-to maturity;

    •

    The Company has the intent and ability to hold the securities to maturity; and

    •

    The investments are stated at amortized cost.

Paragraphs 32-35 and 39 of SFAS No. 157 are applicable to assets and liabilities that are measured
at fair value, either on a recurring or nonrecurring basis. Since the Company’s investments are
stated at amortized cost and are not measured at fair value, paragraphs 32-35 and 39 of SFAS No.
157 are not applicable and no additional disclosure surrounding the Company’s investments is
required in accordance with the provisions of SFAS No. 157.

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.

U.S. Securities and Exchange Commission

November 20, 2008

Page 3

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

Respectively submitted,

Graham Corporation

Jennifer R. Condame

Controller & Chief Accounting Officer

    cc

    Martin James, Senior Assistant Chief Accountant

Julie Sherman, Staff Accountant

James R. Lines

Gerard T. Mazurkiewicz

Paul O’Leary

Bonnie Jarecke

Daniel R. Kinel

Mail Stop 6010
November 12, 2008

VIA U.S. MAIL AND FAX (585) 343-1097

 Mr. J. Ronald Hansen Vice President – Finance and Administ ration and Chief Financial Officer
20 Florence Avenue Batavia, New York 14020

 Re: Graham Corporation
  Form 10-K for the year ended March 31, 2008
  Filed June 3, 2008    File No. 001-08462
Dear Mr. Hansen:

We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Wher e indicated, we think you should revise future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. J. Ronald Hansen
Graham Corporation
November 12, 2008 Page 2  Form 10-Q for the three months ended June 30, 2008

 Financial Statements, page 3

 Consolidated Statements of Cash Flows, page 6

 1. The subtotal “total adjustments” does not appear to be contemplated under SFAS 95.
Please revise future filings to remove or tell us why such subtotal is appropriate.
 Note 3 – Investments, page 8

 2. We note your disclosure that the impact of  adopting all provisions of SFAS No. 157 had
no effect on our financial position, results of  operations and cash flows when adopted.
Please revise future filings to provide the disclosures required by paragraphs 32 – 35 and 39 or tell us why such disclosure is not required.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your responses
to our comments and provides any requested informa tion.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. J. Ronald Hansen
Graham Corporation November 12, 2008 Page 3
 You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3554 if you have any questions regarding these comments.  In this regard, do not hesitate to contact Martin James, Senior Assist ant Chief Accountant, at (202) 551-3671.
          S i n c e r e l y ,                     A n g e l a  C r a n e           A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010           January 24, 2008   J. Ronald Hansen Chief Financial Officer Graham Corporation 20 Florence Avenue Batavia, NY 14020

 Re: Graham Corporation
  Form 10-K for the Fiscal-Year ended March 31, 2007
  Filed June 5, 2007
File No. 001-08462
Dear Mr. Hansen:   We have completed our review of your Form 10-K and related filings and do not, at this time, have
any further comments.             S i n c e r e l y ,                    M a r t i n  J a m e s          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

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

       DIVISION OF
CORPORATION FINANCE
 Mail Stop 6010
December 26, 2007

 Via U.S. Mail and Facsimile to (585) 343-1097

 J. Ronald Hansen Chief Financial Officer Graham Corporation 20 Florence Avenue
Batavia, NY 14020

 Re: Graham Corporation
  Form 10-K for the Fiscal-Year ended March 31, 2007
  Filed June 5, 2007   Form 10-Q for the Quarterly Period ended September 30, 2007
File No. 001-08462
Dear Mr. Hansen:
We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents. In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

J. Ronald Hansen
Graham Corporation December 26, 2007 Page 2  Form 10-Q for the Quarterly Period ended September 30, 2007

 Statement of Operations and Retained Earnings

 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 to SAB Topic 4C for guidance.

 As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your
response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.
  In connection with responding to our comments, please provide, in writing, a 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 a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at
(202)-3554 if you have questions regarding these comments on the financial statements
and related matters.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Account ant, at (202) 551-3671.
         S i n c e r e l y ,             A n g e l a  C r a n e          B r a n c h  C h i e f