Graham Corp – ‘POS AM’ on 9/5/96

As of:  Thursday, 9/5/96   ·   Accession #:  882377-96-138   ·   File #:  33-82432

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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Graham Corporation                                    25    108K 
 2: EX-5.1      Opinion of Thacher Proffitt & Wood                     2      8K 
 3: EX-23.2     Independent Auditor's Consent                          1      5K 

POS AM   —   Graham Corporation
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                                                       REGISTRATION NO. 33-82432
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 ---------------------------

 POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933

 ---------------------------

GRAHAM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                                16-1194720
(STATE OR OTHER JURISDICTION OF                                (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION                                IDENTIFICATION NO.)

GRAHAM CORPORATION
20 Florence Avenue
 Batavia, NY 14020
(716) 343-2216
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
 INCLUDING AREA CODE, OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

 ---------------------------

 WILLIAM A. SMITH, JR., ESQ.
 GENERAL COUNSEL
GRAHAM CORPORATION
20 Florence Avenue
 Batavia, NY 14020
(716) 343-2216

 ---------------------------

 WITH COPIES TO:

W. EDWARD BRIGHT, ESQ.
 THACHER PROFFITT & WOOD
Two World Trade Center
New York, NY 10048
(212) 912-7435
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Approximate date of commencement of proposed
sale to the public: As soon as practicable after the
effective date of this Registration Statement.

        If the only securities being registered on this form are being offered
pursuant to dividend reinvestment plans, please check the following box. |_|    

  If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than securities offered only in connection with   
dividend or interest reinvestment plans, please check the following box. |_|    

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_|                     

   If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering. |_|                                            

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|                                        

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                                                  CALCULATION OF REGISTRATION FEE                                                   
====================================================================================================================================
Title of Each Class of Securities to be   Amount to be         Proposed Maximum       Proposed Maximum Aggregate       Amount of    
              Registered                   Registered     Offering Price Per Share(1)       Offering Price         Registration Fee 
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock...........................      102,303                $10,625                   $1,086,969              $374.82(2)    
====================================================================================================================================

(1) Estimated solely for the purposes of calculating the registration fee in    
accordance with Rule 457(h) of the Securities Act of 1933, pursuant to which    
shares are considered to be offered at the average of the high and low sale     
price of Graham Corporation common stock as of the close of the day on September
3, 1996 as reported on the American Stock Exchange.                             

(2) A fee in the amount of $294.45 was previously paid with filing of Company's 
Registration Statement on August 4, 1996.                                       

        The Registrant hereby amends this Registration Statement on such dates
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until the Registration Statement shall become         
effective on such date as the Commission, acting pursuant to Section 8(a), may  
determine.                                                                      

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Prospectus                                                                      

102,303 Shares

GRAHAM CORPORATION

COMMON STOCK

         The Prospectus may be used in connection with the distribution of up to
102,303 shares of Common Stock, par value $.10 per share (the "Common Stock"),  
of Graham Corporation ("Graham" or the "Company") (such shares being referred to
as the "Pension Plan Shares") proposed to be offered for sale by and for the    
account of the Graham Corporation Retirement Income Plan (the "Plan"), which    
Plan serves as a funding medium for and holds the assets of a pension plan      
maintained by Graham and its United States subsidiaries. Any sales of the       
Pension Plan Shares will be at market prices (plus customary or negotiated      
brokerage commissions) prevailing at the time of sale in the case of            
transactions on the American Stock Exchange (the "ASE") or at negotiated prices 
related to market prices in privately negotiated transactions consummated off   
the floor of the ASE.                                                           

 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
 BY EACH PROSPECTIVE INVESTOR, SEE "RISK FACTORS" BEGINNING ON
PAGE 7 OF THIS PROSPECTUS.

     The Common Stock of Graham is listed on the American Stock Exchange
under the symbol "GHM." On September 3, 1996, the reported last sale price of   
the Common Stock on the American Stock Exchange Composite Transactions Tape was 
$10.625 per share.                                                              

 ---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY OTHER FEDERAL AGENCY OR ANY STATE SECURITIES         
COMMISSION, NOR HAS SUCH COMMISSION, OTHER AGENCY OR ANY STATE SECURITIES       
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY         
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

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======================================================================================================================
                                  Price to Public           Underwriting Discounts       Proceeds to Issuer or Other  
                                                                and Commissions                    Persons            
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
Per common share                        (1)                           (1)                            (2)              
----------------------------------------------------------------------------------------------------------------------
Total                                   (1)                           (1)                            (2)              
======================================================================================================================

(1) The shares will be sold at market prices (plus customary or negotiated      
brokerage commissions) prevailing at the time of sale in the case of            
transactions consummated on the floor of the ASE or at negotiated prices in     
privately negotiated transactions consummated off the floor of the ASE.         

(2) The shares offered hereby are being offered by and for the account of the   
Graham Corporation Retirement Income Plan. Actual net proceeds will give effect 
to an estimated $32,875 in fees and expenses, exclusive of any brokerage        
commissions.                                                                    

 The date of this prospectus is September 5, 1996.

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Graham Corporation has filed with the Securities and Exchange 
Commission (the "Commission"), pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), an Annual Report on Form 10-K for 
the fiscal year ended December 31, 1995, a Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and a Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, which are hereby incorporated by reference in and made a   
part of this Prospectus. In addition, Graham has filed with the Commission      
pursuant to Section 12 of the Exchange Act, a registration statement on Form 8-B
dated March 7, 1983 which is hereby incorporated by reference in and made a part
of this prospectus.                                                             

   All documents hereafter filed by the Company with the Commission,
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the 
filing of a post-effective amendment which amendment indicates that all         
securities offered hereby have been sold or which deregisters all securities    
remaining to be sold, shall be deemed to be incorporated by reference in and to 
be a part of this Prospectus from the date of filing such documents. Any        
statement contained in a document incorporated by reference herein shall be     
deemed modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which  
is also deemed to be incorporated by reference modifies or supersedes such      
statement. Any such statement so modified or superseded shall not be deemed to  
constitute a part of this Prospectus, except as so modified or superseded.      

   This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents (not including exhibits 
to such documents, unless such exhibits are incorporated by reference in such   
documents) are available without charge upon written or oral request directed to
William A. Smith, Jr., General Counsel, Graham Corporation, 20 Florence Avenue, 
Batavia, New York 14020, Telephone: 716-343-2216.                               

 AVAILABLE INFORMATION

        Graham Corporation is subject to the informational requirements of the
Exchange Act and in accordance therewith, files reports, proxy statements and   
other information with the Commission. Such reports, proxy statements and other 
information may be inspected and copies may be obtained at the principal office 
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the 
regional offices of the Commission. Copies of such materials can be obtained    
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,    
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the  
American Stock Exchange ("ASE") at 86 Trinity Place, New York, New York 10006.  
Copies of such documents are also available through the Commission's Electronic 
Data Gathering And Retrieval System.                                            

 Graham Corporation has filed with the Commission a Registration
Statement on Form S-3 (herein, together with all amendments thereto, the        
"Registration Statement") under the Securities Act of 1933, as amended (the     
"Securities Act"), with respect to the shares of Common                         

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Stock offered hereby. This Prospectus does not contain all of the information in
the Registration Statement and the exhibits and schedules thereto. Statements   
contained in this Prospectus as to the contents of any contract or other        
document referred to herein and filed as an exhibit to the Registration         
Statement are not necessarily complete, and, in each instance, reference is made
to the copy of such document or other document filed as an exhibit to the       
Registration Statement, each being qualified in all respects by such reference. 
For further information with respect to Graham Corporation and the Common Stock,
reference is hereby made to the Registration Statement and the exhibits and     
schedules thereto.                                                              

         Graham Corporation was incorporated in 1983 under the laws of the State
of Delaware. Graham Corporation is the successor to Graham Manufacturing Co., a 
corporation organized under the laws of the State of New York in 1936, which is 
now a wholly-owned subsidiary of Graham Corporation. Graham's executive offices 
are located at 20 Florence Avenue, Batavia, NY 14020, telephone number (716)    
343-2216.                                                                       

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PROSPECTUS SUMMARY

         THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.                             

      ON JULY 25, 1996, THE BOARD OF DIRECTORS OF THE COMPANY AUTHORIZED A
THREE-FOR-TWO STOCK SPLIT TO BE DISTRIBUTED ON AUGUST 23, 1996 TO SHAREHOLDERS  
OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 9, 1996. THE PAR VALUE OF THE      
COMMON STOCK REMAINED THE SAME. ALL SHARE AND PER SHARE AMOUNTS ARE RESTATED    
GIVING EFFECT TO THE STOCK SPLIT.                                               

THE COMPANY                                                                     

        Graham Corporation was organized in 1983 as a Delaware holding company
and is the successor to Graham Manufacturing Co., Inc. ("GMC"), now a           
wholly-owned subsidiary of the Company. GMC was organized in 1936 under the laws
of the State of New York. The Company manages the activities of subsidiaries    
that are located in the United States and the United Kingdom. The Company is    
primarily engaged in the custom manufacture and design of vacuum and heat       
transfer equipment. The principal customers for these products are large        
industrial corporations in the chemical, petrochemical, petroleum refining and  
electric power generating industries. The Company's products are sold through a 
combination of direct sales engineers and independent sales representatives     
located in over 40 major cities in the United States and abroad.                

  Consolidated net sales for the year ended December 31, 1995 were
$49,480,000, resulting in income from continuing operations of $1,316,000 or    
$0.83 per share, and $47,351,000 for the year ended December 31, 1994, resulting
in income from continuing operations of $12,000. Although income from continuing
operations in 1994 was $12,000, a loss from discontinued operations of          
$2,232,000, a loss from the disposition of discontinued operations of $6,189,000
and the cumulative effect of certain accounting changes of $6,000 implemented in
1994 resulted in a net loss for 1994 of $8,415,000 or $5.34 per share.          
Consolidated net sales for the six months ended June 30, 1996 were $25,080,000, 
as compared to $21,312,000 for the six months ended June 30, 1995. Net income   
for the six months ended June 30, 1996 was $836,000, or $0.52 per share, as     
compared to a net loss of $118,000 for the six months ended June 30, 1995, or   
$0.08 per share.                                                                

Graham's United States operations consist of one wholly-owned 
subsidiary, GMC, which is located in Batavia, NY. GMC is a leading manufacturer 
of steam jet ejector vacuum systems. In addition, GMC is a recognized           
manufacturer of surface condensers for steam turbines and various types of heat 
exchangers such as Heliflow, plate and frame and special types of nuclear shell 
and tube heat exchanges. Graham's United Kingdom operations consist of one      
subsidiary owned through the Company's U.K. holding company, Graham Vacuum &    
Heat Transfer Limited. The subsidiary is Graham Precision Pumps Limited         
("GPPL"), and it is located in Congleton, Cheshire.                             

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         Graham's principal executive offices are located at 20 Florence Avenue,
Batavia, NY 14040, telephone number 716-343-2216. See "The Company" herein.     

THE BUSINESS                                                                    

       Graham's primary business is the design and manufacture of vacuum and
heat transfer equipment that is primarily custom built. Its product line        
includes steam surface condensers, vacuum products, including steam jet ejector 
vacuum systems and vacuum pumps, specialty heat exchangers, including Heliflow  
and plate exchangers, shell and tube heat exchangers and other products,        
including steam vacuum refrigeration units, atmosphere relief valves, aircooled 
products, desuperheaters and the Micro Mix II series of instantaneous steam     
water heaters. The principal markets for these products are international       
industrial corporations in the chemical, petrochemical, petroleum refining and  
electric power generating industries. The Company's products are sold by a      
combination of direct sales engineers and independent sales representatives     
located in over 40 major cities in the United States and abroad. The Company's  
business is highly competitive, and a substantial number of the Company's       
competitors possess greater financial resources than the Company. While Graham  
holds a relatively small market share in most of its product areas, management  
believes that Graham is one of the leading manufacturers of steam jet ejectors. 

         The Company's principal customers include large chemical, petroleum and
power companies, which are the end users of the equipment manufactured by the   
Company in manufacturing and refining processes. In addition, the Company       
supplies equipment to large engineering contractors in the building and         
installation of facilities for such companies and others. Graham is not         
dependent upon any individual customer or group of customers, as no customer or 
group of customers regularly accounts for more than 10% of Graham's annual      
revenue. See "The Business" herein.                                             

USE OF PROCEEDS                                                                 

        The Company will not receive any proceeds from the sale of the Pension
Plan Shares. The proceeds of any sales of the Pension Plan Shares will be for   
the benefit of the Plan and will be used to meet its obligations with respect to
providing retirement benefits to participating employees and retirees and their 
beneficiaries. See "Use of Proceeds," "Selling Security-Holders" and "Plan of   
Distribution" herein.                                                           

SELLING SECURITY-HOLDERS                                                        

    The Pension Plan Shares are owned by a trust established under the
Plan. The proceeds from the sale of the Pension Plan Shares shall be retained by
the Plan and used to meet the retirement benefit obligations of the Plan. Upon  
consummation of the offering, the Plan will no longer own any Common Shares. See
"Selling Security-Holders" herein.                                              

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PLAN OF DISTRIBUTION                                                            

         The Pension Plan Shares will not be sold by the Plan in any prearranged
plan of distribution. The price and manner of sale will be in the sole          
discretion of the Trustees of the Plan or of the persons to whom the Trustees   
may delegate decision making authority. Any sales will be at market prices      
prevailing at the time of sale in the case of transactions on the floor of the  
American Stock Exchange or at negotiated prices related to the market price in  
the case of privately negotiated transactions consummated off the floor of the  
American Stock Exchange.                                                        

DESCRIPTION OF CAPITAL STOCK                                                    

        The Company's authorized capital stock consists of 6,000,000 shares of
common stock, par value $.10 per share, and 500,000 shares of preferred stock,  
par value $1.00 per share. As of August 1, 1996, the Company had outstanding    
1,586,155 shares of common stock and no shares of preferred stock. As of August 
1, 1996, an aggregate of 367,390 shares of common stock were reserved for       
issuance under the Company's stock option plan.                                 
See "Description of Capital Stock" herein.                                      

THE OFFERING

Securities Offered                           Common Stock, $.10 par value per   
                                            share (the "Pension Plan Shares").
                                             See "Description of Capital Stock."

Common Stock Issued and Outstanding                                             
as of September 3, 1996                      1,586,155 Shares                   

Pension Plan Shares to be offered            102,303 Shares of Common Stock     

Common Stock to be Issued and                                                   
Outstanding After the Offering of                                               
the Pension Plan Shares                      1,586,155 Shares                   

American Stock Exchange Symbol               "GHM"                              

RISK FACTORS                                                                    

   See "Risk Factors" for a description of certain risk factors that
should be considered by prospective investors, including: "Concentration of     
Customers in Cyclical Industries," "Fluctuation of Financial Results,"          
"Technological Obsolescence," "Competitive Marketplace" and "Increased Number of
Registered Shares."                                                             

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RISK FACTORS

         BEFORE INVESTING IN THE PENSION PLAN SHARES OFFERED HEREBY, PROSPECTIVE
INVESTORS SHOULD CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS 
THE OTHER INFORMATION SET FORTH OR INCORPORATED BY REFERENCED IN THIS           
PROSPECTUS.                                                                     

         CONCENTRATION OF CUSTOMERS IN CYCLICAL INDUSTRIES. Historically, almost
all of the Company's revenues have been derived from sales to corporations in   
the chemical, petrochemical, petroleum refining and electrical power generating 
industries. Corporations in these industries have historically experienced      
cyclical periods of construction and expansion of their plants and facilities.  
Currently, in the United States, these industries are experiencing a protracted 
cycle of little expansion of existing facilities. For example, no new major     
petroleum refining facilities have been constructed in the United States in 20  
years. Demand for the Company's products has increasingly come from the         
construction of new facilities outside the United States and from the upgrading 
of existing facilities within the United States. While the Company believes that
demand for its products should increase when the current cycle of little        
expansion is reversed, there can be no assurance that the Company will be       
successful in its efforts to obtain a greater portion of revenues from outside  
the United States or that the cyclical downturn in the Company's customer's     
industries will not continue.                                                   

        FLUCTUATION OF FINANCIAL RESULTS. The Company's revenues and operating
results could fluctuate significantly from period to period. Revenues and all   
related costs on short-term contracts are accounted for on the completed        
contract method and are included in income upon substantial completion or       
shipment to the customer. Profit margin may vary materially from product to     
product. As a result of these and other factors, the Company could experience   
significant fluctuations in revenues and operating results in future periods.   

     TECHNOLOGICAL OBSOLESCENCE. Technology in the heat transfer area is
well established, and new technologies affect earnings only marginally. The     
Company believes that its future success will depend in part upon its ability to
enhance existing products and to develop and manufacture new products that meet 
new demands from its customers. There can be no assurance that the Company will 
be successful in these efforts.                                                 

        COMPETITIVE MARKETPLACE. The markets in which the Company operates are
composed of other global and regional competitors, some of which may have       
greater financial, engineering, manufacturing or other resources than the       
Company. There can be no assurance that the Company will have sufficient        
resources to continue as a leading manufacturer of many of its products or that 
it will be successful in capturing additional market share. See "The Business." 

        INCREASED NUMBER OF REGISTERED SHARES. Public trading in the Company's
Common Stock may be characterized by a small trading volume. At August 1, 1996, 
the Pension Plan Shares being offered hereby comprised approximately 6.45% of   
the Company's outstanding shares of Common Stock. The addition of a substantial 
number of additional shares eligible for public trading may have the effect of  
creating an excess of the supply of shares for sale over the demand for shares  
to be purchased, which may lead to a decline of the prevailing prices at which  
shares of the Common Stock may trade. Additionally, the market price of the     
Common Stock could be subject to significant fluctuation if the Pension Plan    
Shares are sold in large quantities into the market.                            

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 USE OF PROCEEDS

        Graham issued the Pension Plan Shares to the Plan in 1985 and received
in exchange sales proceeds of $528,188 or $7.50 per share. At that time, the    
Pension Plan Shares represented slightly less than 10% of the Plan's assets.    
Subsequently, the market value of the Pension Plan Shares has increased         
significantly, and a substantial portion of the Plan's assets (other than the   
Pension Plan Shares) was transferred to an insurance company for payment of the 
purchase price for an annuity contract to provide benefits for eligible         
employees. The Pension Plan Shares currently constitute approximately 18.8% of  
the assets of the Plan. The Pension Plan Shares may be sold at such time and in 
such a manner as the fiduciaries of the Plan determine to be in the best        
interests of the Plan. Upon consummation of the offering, the Plan will no      
longer own any Common Stock.                                                    

        Graham will not receive any proceeds from the sale of the Pension Plan
Shares. The proceeds of any sales of the Pension Plan Shares will be for the    
benefit of the Plan and used to meet its obligations with respect to providing  
retirement benefits to participating employees and retirees and their           
beneficiaries. See "Selling Security-Holders" and "Plan of Distribution." The   
sale of the Pension Plan Shares will enable the Plan to diversify its investment
portfolio and relieve its exposure to the price volatility which characterizes  
the Company's Common Stock. Because the Company is ultimately responsible for   
funding the Plan at satisfactory levels, this diversification strategy is       
expected to have beneficial effects on the Company.                             

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CAPITALIZATION

        The following table sets forth the capitalization of the Company as of
June 30, 1996.                                                                  

        This table should be read in conjunction with the financial statements
of the Company and notes thereto which are incorporated by reference in this    
Prospectus.                                                                     

                                                             JUNE 30, 1996
                                                             -------------

Long-term debt (including current portion)                                      

      Revolving credit facility..........................    $   1,081,000

      Term loan due 2000.................................          388,000

Employee Stock Ownership Plan                                 
        Loan Payable.....................................          775,000

      Capital leases.....................................          209,000
                                                              ------------

Total long-term debt........................................        2,453,000   
                                                              ------------

Shareholders' equity:                                                           
Common stock, $.10 par value, 6,000,000                       
shares authorized, 1,586,155 shares issued                
        and outstanding..................................          159,000
      Capital in excess of par value.....................        3,204,000
      Cumulative foreign currency translation                  (1,890,000)
        adjustment.......................................        8,690,000
                                                               -----------
      Retained earnings..................................       10,163,000
                                                               -----------

Less:  Employee Stock Ownership Plan Loan Payable...........        (775,000)   

      Treasury Stock (663 shares)........................          (6,000)
                                                              ------------

Total shareholders' equity..................................       9,382,000    
                                                             -----------

      Total capitalization...............................      $11,835,000
                                                               ===========

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 PRICE RANGE OF COMMON STOCK AND DIVIDENDS

 The Common Stock of the Company is listed on the American Stock
Exchange under the symbol "GHM."                                                

    The following table sets forth the reported high and low last sale
prices per share for the Common Stock reported on the American Stock Exchange   
Composite Transactions Tape, as adjusted to give effect to the three-for-two    
stock split on August 23, 1996. The Company has not paid a dividend since the   
fourth quarter of 1992.                                                         

                                                 PRICE RANGE
                                                 -----------
                                                      HIGH           LOW
                                                      ----           ---
1994                                                                            
          First Quarter                               9.917          7.333
          Second Quarter                              9.917          8.000
          Third Quarter                               9.000          7.500
          Fourth Quarter                              8.000          6.417
1995                                                                            
          First Quarter                               7.583          6.167
          Second Quarter                              7.917          6.000
          Third Quarter                               9.250          6.750
          Fourth Quarter                             10.667          7.667
1996                                                                            
          First Quarter                              12.167          9.417
          Second Quarter                             12.250          9.167

        On September 3, 1996, the reported last sale price of the Common Stock
on the American Stock Exchange Composite Transaction Tape was $10.625 per share.

 Dividends on the Common Stock of the Company are payable at the
discretion of the Company's Board of Directors out of funds legally available   
therefor. The Company last paid a dividend for the fourth quarter of 1992.      
Effective the first quarter of 1993 and since then, the Company's Board of      
Directors suspended dividend payments as a cash conservation measure, until such
time as the Company generates sufficient earnings to support resumed payment of 
dividends. Future payments for dividends (and the amounts thereof) will depend  
on the Company's financial condition, results of operations, capital            
requirements and such other factors as the Board of Directors of the Company    
deems relevant.                                                                 

       Several loan agreements between the Company and its creditors contain
provisions pertaining to the maintenance of minimum working capital             
requirements, tangible net worth, capital expenditures and financial ratios as  
well as restrictions on the payment of cash dividends to stockholders. The most 
restrictive dividend provision limits the payment of dividends to stockholders  
in any one year to the greater of $400,000 or 25% of consolidated net income for

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such year. In addition, the United States subsidiary, GMC, may pay dividends to 
the parent Company as long as the subsidiary remains in compliance with all     
financial covenants after payment of the dividend.                              

SELLING SECURITY-HOLDERS

    The Pension Plan Shares are owned by a trust established under the
Graham Corporation Retirement Income Plan (the "Plan"). The Pension Plan Shares 
represent 6.45% of the Common Stock Outstanding. The proceeds from the sale of  
the Pension Plan Shares shall be retained by the Plan and used to meet the      
retirement benefit obligations of the Plan. The Plan provides benefits to the   
Company's employees based upon years of service and average earnings for the    
five highest consecutive years of compensation for the ten year period preceding
retirement. The Company's funding policy for the Plan is to contribute the      
amount required by the Employee Retirement Income Security Act of 1974, as      
amended. The trustee of the Plan with respect to the Plan's investment in the   
Common Stock is Frederick D. Berkeley, III (the "Share Trustee"), and the       
trustee with respect to the Plan's other investments is Manufacturer's and      
Trader's Trust Company. The Share Trustee has voting power with regard to the   
Pension Plan Shares and shares investment power with respect to the Pension Plan
Shares with the Employee Benefits Committee of the Board of Directors. Any      
decisions with regard to the sale and distribution of the Pension Plan Shares   
are in the sole discretion of the Share Trustee or persons to whom the Share    
Trustee may delegate decision making authority. The Share Trustee may place any 
or all of the Pension Plan Shares with one or more independent agents, with     
instructions to sell shares if, as and when and on such terms and conditions as 
such agents may determine in their discretion. See "Use of Proceeds" and "Plan  
of Distribution." Upon consummation of the offering, the Plan will no longer own
any Common Shares.                                                              

 Frederick D. Berkeley, III is the Chairman, President and Chief
Executive Officer of Graham and previously served in the same capacity with     
Graham's predecessor, Graham Manufacturing Co., Inc., until 1983. Mr. Berkeley  
is the beneficial owner of 374,3521 shares of Common Stock, which represents    
23.6% of the Common Stock outstanding. Mr. Berkeley was appointed a Share       
Trustee under an agreement dated September 3, 1985 for the Graham Retirement    
Income Plan. Mr. Berkeley's address is c/o Graham Corporation, 20 Florence      
Avenue, Batavia, NY 14020. Mr. Berkeley began working for Graham in 1950 and    
succeeded his father, Frederick D. Berkeley, Jr., a founder of the Company, as  
President and Chairman of the Board in 1962.                                    

--------                                                                        
1        Includes 23,250 shares which Mr. Berkeley may acquire within 60 days   
        upon exercise of stock options; and 1,266 shares held by Chemical Bank
   as trustee for the Employee Stock Ownership Plan Trust (the "ESOP
 Trust") and allocated to Mr. Berkeley's account as to which Mr.
  Berkeley has sole voting power but no investment power except in
      limited circumstances. Also includes the 102,303 Pension Plan Shares
    owned for the Plan. Excluded from Mr. Berkeley's shareholdings are
        shares of common stock held by the ESOP Trust and not allocated to any
        individual's account, as to which Mr. Berkeley shares voting power and
limited investment power with other ESOP participants.        

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 THE COMPANY

        Graham Corporation was organized in 1983 as a Delaware holding company
and is the successor to Graham Manufacturing Co., Inc., now a wholly owned      
subsidiary of the Company. Graham Manufacturing Co., Inc. was organized in 1936 
under the laws of the State of New York. The Company manages the activities of  
its three subsidiaries that are located in the United States and the United     
Kingdom. Consolidated net sales for the year ended December 31, 1995 were       
$49,480,000, resulting in income from continuing operations of $1,316,000 or    
$0.83 per share, and $47,351,000 for the year ended December 31, 1994, resulting
in income from continuing operations of $12,000. Although income from continuing
operations in 1994 was $12,000, a loss from discontinued operations of          
$2,232,000, a loss from the disposition of discontinued operations of $6,189,000
and the cumulative effect of certain accounting changes of $6,000 implemented in
1994 resulted in a net loss for 1994 of $8,415,000 or $5.34 per share.          
Consolidated net sales for the six months ended June 30, 1996 were $25,080,000, 
as compared to $21,312,000 for the six months ended June 30, 1995. Net income   
for the six months ended June 30, 1996 was $836,000, or $0.52 per share, as     
compared to a net loss of $118,000 for the six months ended June 30, 1995, or   
$0.08 per share.                                                                

       Graham employs 11 people, which includes the Research and Development
Group that serves each of the Company's three subsidiaries.                     

       The Company is primarily engaged in the custom manufacture and design
of vacuum and heat transfer equipment. The Company's principal customers are    
large industrial corporations in the chemical, petrochemical, petroleum refining
and electric power generating industries which are the end users of the         
Company's products. The Company's products are sold through a combination of    
direct sales engineers and independent sale representatives in over 40 major    
cities in the United States and abroad.                                         

         Graham has no plans for new products or for the entry into new industry
segments that would require the investment of a material amount of Graham's     
assets or that is otherwise material.                                           

     Graham endeavors to develop products of high quality at competitive
costs. Both of its subsidiary companies are actively pursuing total quality     
goals and eventually both companies will be certified under the ISO 9000        
standards. Graham Precision Pumps Limited is close to achieving its             
certification. In the U.S., GMC has focused on its Total Quality Management     
(TQM) goals and made a conscious decision to pursue ISO 9000 after further      
progress in TQM.                                                                

UNITED STATES OPERATIONS                                                        

  During 1995, Graham's U.S. operations consisted solely of Graham
Manufacturing Co., Inc.                                                         

       GRAHAM MANUFACTURING CO., INC. Graham Manufacturing Co., Inc. ("GMC")
in Batavia, New York is a well recognized supplier of steam jet ejector vacuum  
systems, surface condensers for steam turbines, liquid ring vacuum pumps and    
compressors, and various types of heat exchangers such as Heliflow, plate and   
frame and special types of nuclear shell and tube heat                          

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exchangers. GMC possesses expertise in combining these various products into    
package systems for sale to its customers in a variety of industrial markets,   
including oil refining, chemical, petrochemical, power, pulp and paper and      
shipbuilding.                                                                   

         GMC has historically provided the largest portion of Graham's sales and
profits. Sales were $45,382,000 for the year ended December 31, 1995 and        
$41,923,000 for the year ended December 31, 1994. For the six months ended June 
30, 1996, sales were $22,833,000, as compared to sales of $19,239,000 for the   
six months ended June 30, 1995. In addition, exports from GMC continue to       
contribute a growing portion of sales. GMC exports totaled $19,195,000 for the  
year ended December 31, 1995 as compared to $16,388,000 for the year ended      
December 31, 1994. GMC exports totaled $11,736,000 for the six months ended June
30, 1996, as compared to $6,605,000 for the six months ended June 30, 1995. As a
result, GMC is developing a strong sales presence overseas, particularly in the 
Far East, for the development of new business. GMC is also exploring additional 
export business into Canada and Mexico, which may further develop as a result of
international trade agreements such a NAFTA and GATT.                           

        At June 30, 1996, GMC had 313 employees, of which 11 were temporary or
part-time employees.                                                            

UNITED KINGDOM OPERATIONS                                                       

    Graham Corporation wholly owns one manufacturing subsidiary in the
United Kingdom, through its U.K. holding company, Graham Vacuum & Heat Transfer 
Limited (formerly Graham Process Equipment Limited ("GVHT")). GVHT has 2        
employees. The U.K. subsidiary is Graham Precision Pumps Limited ("GPPL"), which
is located in Congleton, Cheshire. U.K. sales for the year ended December 31,   
1995 were $5,494,000 (converted at an exchange rate of $1.58 per pound          
sterling), as compared to $6,611,000 for the year ended December 31, 1994       
(converted at an exchange rate of $1.54 per pound sterling). For the six months 
ended June 30, 1996, U.K. sales were $2,693,000 (converted at an exchange rate  
of $1.53 per pound sterling).                                                   

      GPPL designs, manufactures and markets gas and liquid handling pumps
and pumping systems for vacuum and positive pressure in a wide range of         
industrial and commercial applications worldwide, including oil exploration and 
refining, aerospace, aviation fuel handling and environmental services in       
hotels, hospitals and shopping centers.                                         

  In 1995, GVHT completed the disposition of a second wholly owned
subsidiary, Graham Manufacturing Limited ("GML"), resulting in a net loss from  
discontinued operations and from the disposition of discontinued operations in  
1994 of $8,421,000. The purchasers of GML, the Wellman Holdings Group, hold a   
5-year exclusive license to produce and market certain of the Company's products
in the United Kingdom, but Graham has the right to compete for orders when the  
ultimate customer is located outside of the U.K.                                

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THE BUSINESS

       Graham's primary business is the design and manufacture of vacuum and
heat transfer equipment that is primarily custom built. Its product line        
includes steam surface condensers, vacuum products, including steam jet ejector 
vacuum systems and vacuum pumps, specialty heat exchangers, including Heliflow  
and plate exchangers, shell and tube heat exchangers and other products,        
including steam vacuum refrigeration units, atmospheric relief valves,          
air-cooled products, desuperheaters and the Micro Mix II series of instantaneous
steam water heaters. The principal markets for these products are international 
industrial corporations in the chemical, petrochemical, petroleum refining, and 
electric power generating industries. The Company's products are sold by a      
combination of direct company sales engineers and independent sales             
representatives located in over 40 major cities in the United States and abroad.
The Company's business is highly competitive, and a substantial number of the   
Company's competitors possess greater financial resources than the Company.     
While Graham holds a relatively small market share in most of its product areas,
management believes that Graham is one of the leading manufacturers of steam jet
ejectors.                                                                       

         The Company's principal customers include large chemical, petroleum and
power companies, which are the end users of the equipment manufactured by the   
Company in manufacturing and refining processes. In addition, the Company       
supplies equipment to large engineering contractors in the building and         
installation of facilities for such companies and others. Graham is not         
dependent upon any individual customer or group of customers, as no customer or 
group of customers regularly accounts for more than 10% of Graham's annual      
revenue.                                                                        

       While Graham's business does not have any seasonal variance, Graham's
business is affected by the cyclical patterns of the industries it services.    
Currently, many of the industries Graham services are in long-term cyclical     
downturn in the United States. Consequently, Graham has looked abroad, where    
less stringent environmental regulations have attracted large capital           
investments by Graham's traditional customers. In particular, the Company has   
been focusing its efforts in Asia and Latin America. Management believes,       
although there can be no assurance, that the trend to freer global trade and    
international agreements such as NAFTA and GATT should positively impact        
corporate investment plans. Graham expects to continue to position itself in    
these markets to take full advantage of the opportunities presented in this     
area.                                                                           

In recent years, Graham has increased its market in the power 
generating industry as a result of the many cogenerating and refuse burning     
power plants that have been built. These plants are smaller than large central  
power stations, and the surface condensers, which condense the steam from the   
turbines, are of a size that Graham is well suited to design and manufacture.   
The trend toward cogeneration has spread to other countries, and Graham is now  
getting business from this market abroad. By combining its deaeration technology
with its surface condenser technology, the Company has been successful in       
selling complete deaerating and condensing systems for cogeneration power plants
where very high amounts of makeup water must be treated to eliminate almost all 
traces of oxygen before it is introduced into the power plant cycle. These      
deaerating/condensing systems are marketed under the Graham trademark D02(R).   

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      To the chemical industry, Graham sells surface condensers, steam jet
ejector systems, including vacuum pumps, specialty heat exchangers, including   
Heliflow and plate exchangers, steam vacuum refrigeration units, atmospheric    
relief valves, desuperheaters and MicroMix II instantaneous steam water heaters.

         In the petroleum industry, it should be noted that there has not been a
new refinery built in the United States in the last 20 years. However, the oil  
companies have been spending large amounts of money to increase the efficiency  
of their refineries, revamp their processes to provide cleaner burning fuels and
reduce emissions into the environment. Unfortunately for the U.S. economy,      
domestic oil companies have tended to move some of their operations overseas    
where they are not as burdened by environmental regulations, litigation and     
government, all of which raise the cost of energy to the consumer and make oil  
and gas produced in the U.S. less competitive. Despite the many negative        
conditions that the oil refining industry has faced, management believes,       
although there can be no assurance, that the long term worldwide outlook for the
petroleum industry is a bright one. The oil refining market is an important one 
for Graham, and Graham continues to work with the engineering contractors and   
the oil companies on new projects requiring heat transfer and vacuum equipment  
of the type that Graham builds.                                                 

         The technology is used in the manufacture of heat transfer equipment is
well established. As a result, the development of new technology does not have a
significant impact. Instead the Company believes that success depends upon the  
ability to enhance existing products and to develop and manufacture new products
that meet customers need within the existing technology.                        

DESCRIPTION OF CAPITAL STOCK

        The Company's authorized capital stock consists of 6,000,000 shares of
Common Stock and 500,000 shares of Preferred Stock. As of June 30, 1996, the    
Company had outstanding 1,586,155 shares of Common Stock and no shares of       
Preferred Stock. As of June 30, 1996, an aggregate of 367,390 shares of common  
stock were reserved for issuance under the Company's stock option plans.        

COMMON STOCK                                                                    

       The holders of Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available therefor. See "Price Range of Common Stock and Dividends" for a       
discussion of certain restrictions on the Company's ability to pay dividends on 
the Common Stock. The holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders and do not have          
cumulative voting rights. Holders of Common Stock are entitled to receive, upon 
any liquidation of the Company, all remaining assets available for distribution 
to stockholders after satisfaction of the Company's liabilities that may then be
outstanding. The outstanding shares of Common Stock are fully paid and          
nonassessable. The holders of Common Stock have no preemptive, conversion or    
redemption rights. The registrar and transfer agent for the Common Stock is     
ChaseMellon Securities Transfer Services, 85 Challenger Road, Overpeck Center,  
Ridgefield, New Jersey.                                                         

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PREFERRED STOCK                                                                 

     The Board of Directors is authorized, without any further action by
stockholders, to provide for the issuance of up to 500,000 shares of Preferred  
Stock from time to time in one or more series, to establish the number of shares
to be included in such series, to fix the designations, preferences, limitations
and relative participating optional or other special rights and qualifications  
or restrictions of the shares of each series, and to determine the voting powers
if any, of such shares. The issuance of Preferred Stock, while providing        
flexibility in connection with possible acquisitions and other corporate        
purposes, could adversely affect, among other things, the rights of existing    
stockholders or could have the effect of delaying, deferring or preventing a    
change in control of the Company without further action by the stockholders. In 
addition, the issuance of Preferred Stock could decrease the amount of earnings 
and assets available for distributions to holders of Common Stock. The Company  
has no present intention to issue any Preferred Stock.                          

STOCKHOLDER RIGHTS PLAN                                                         

     The Company has adopted a Stockholder Rights Plan whereby one share
Purchase Right is attached to each outstanding share of Common Stock. Each      
Purchase Right entitles the holder to purchase from the Company an additional   
share of Common Stock for $70.00 per share, subject to adjustment. The Purchase 
Rights become exercisable upon (i) the acquisition by a person or group of      
persons of 20% or more of the Common Stock; or (ii) if a person or group of     
persons commences a tender offer for 30% or more of the Company's outstanding   
Common Stock. The Company has the right to redeem the Purchase Rights for $.01  
per Purchase Right at any time prior to the close of business on the date the   
Purchase Rights become exercisable.                                             

 After the Purchase Rights become exercisable, if the Company is
acquired in a business combination, or if at least half of the Company's assets 
or earning power are sold, each Purchase Right would entitle its holder to      
purchase stock of the acquiror (or Graham, if it were the surviving company) at 
a discount of 50%. The number of shares that each Purchase Right would entitle  
its holder to acquire at a discount would be the number of shares having a      
market value equal to twice the exercise price of the Purchase Right.           

     The issuance of the Purchase Rights, while providing flexibility in
connection with a possible acquisition, could adversely affect, among other     
things, the rights of existing stockholders, or could have the effect of        
deferring, delaying or preventing a change in control of the Company, without   
further action by the stockholders. The Company has no current plans to redeem  
the Purchase Rights. See "Incorporation of Certain Information by Reference."   

ANTI-TAKEOVER PROVISIONS                                                        

 The Company's Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws contain certain provisions that may discourage       
potential takeover attempts that are not negotiated with the Company's Board of 
Directors. As a result, these provisions may have the effect of precluding      
takeover attempts that shareholders deem to be in their best interests, or in   
which shareholders might otherwise have received a substantial premium for their
shares over                                                                     

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the then-current market price, as well as making it more difficult for          
shareholders to acquire majority representation on the Board of Directors.      

      These provisions provide, among other things: (1) that the Company's
Board of Directors be divided into three classes with staggered terms; (2) that 
approval of the holders of 75% of the shares of stock entitled to vote, as well 
as the approval of the majority of the holders of shares of stock entitled to   
vote, if a corporation, person or other entity owns more than 50% of the shares 
of stock entitled to vote, be obtained for consummation of certain business     
combinations not approved in advance by the Company's Board of Directors (such  
as the merger or dissolution of Company); (3) for the issuance of additional    
shares of common stock or shares of preferred stock by the Company's Board of   
Directors without the approval of the shareholders (including the issuance of   
such shares in connection with a Stockholder Rights Plan); (4) that cumulative  
voting shall not be permitted in connection with the election of directors; and 
(5) that special meetings of shareholders may be called only by the Chairman of 
the Board, the President or by two directors or more. In addition, employee     
retention agreements entered into between the Company and certain executive     
officers provide for certain payments to such individuals in the event of a     
change of control of the Company, which may render any such change of control   
more costly to a potential acquiror.                                            

PLAN OF DISTRIBUTION

         The Pension Plan Shares will not be sold by the Plan in any prearranged
plan of distribution. The price and manner of sale will be in the sole          
discretion of the Share Trustee or persons to whom the Share Trustee may        
delegate decision making authority. The Share Trustee may place any or all of   
the Pension Plan Shares with one or more independent agents, with instructions  
to sell shares if, as and when and on such terms and conditions as, such agents 
may determine at their discretion. The proceeds from any such sales will be for 
the sole benefit of the Plan and used to meet the obligation of the plan with   
respect to providing retirement benefits to participating employees and retirees
and their beneficiaries. Any sales will be at market prices prevailing at the   
time of sale in the case of transactions consummated on the floor of the ASE or 
at negotiated prices related to the market price in the case of privately       
negotiated transactions consummated off the floor of the ASE. Any decisions with
respect to the sale and distribution of the Pension Plan Shares are in the sole 
discretion of the Share Trustee. The Plan, and any brokers or dealers effecting 
sales on its behalf, may be deemed to be "underwriters" within the meaning of   
the Securities Act. No payment of any underwriting commission or discounts in   
connection with any sales of the Pension Plan Shares is expected other than     
customary brokerage commissions.                                                

 LEGAL MATTERS

    The legality of the securities being offered by this Prospectus is
being opined upon for the Company by Thacher Proffitt & Wood, New York, New     
York.                                                                           

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INDEPENDENT AUDITORS

     The consolidated financial statements of Graham Corporation and its
subsidiaries at December 31, 1995 and 1994 and for each of the three years in   
the period ended December 31, 1995 incorporated by reference from the Company's 
1995 Annual Report on Form 10-K in this Prospectus have been audited by Deloitte
& Touche LLP, independent auditors, as set forth in its report thereon and      
incorporated herein by reference. Such consolidated financial statements are    
incorporated herein by reference in reliance on the reports of the independent  
accountants given on the authority of such firms as experts in accounting and   
auditing.                                                                       

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================================================================================

        No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in    
this Prospectus in connection with the offer contained herein, and, if given or 
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer of any  
securities other than those to which it relates or an offer to sell, or a       
solicitation of an offer to buy, those to which it relates in any state to any  
person to whom it is not lawful to make such offer in such state. The delivery  
of this Prospectus at any time does not imply that the information herein is    
correct as of any time subsequent to its date.                                  

------------

 TABLE OF CONTENTS

                                                                          PAGE

Incorporation of Certain                                                        
 Documents by Reference.......................                               2

Available Information..........................                               2 

Prospectus Summary.............................                               4 

Risk Factors...................................                               7 

Use of Proceeds................................                               8 

Capitalization.................................                               9 

Price Range of Common Stock and Dividends......                              10 

Selling Security-Holders.......................                              11 

The Company....................................                              12 

The Business...................................                              14 

Description of Capital Stock...................                              15 

Plan of Distribution...........................                              17 

Legal Matters..................................                              17 

Independent Auditors...........................                              18 

------------

================================================================================

================================================================================

102,303 SHARES

[GRAPHIC OMITTED] 

GRAHAM CORPORATION

COMMON STOCK

----------------

 P R O S P E C T U S
SEPTEMBER 5, 1996 

----------------

================================================================================

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 PART II

Information Not Required In Prospectus

Item 14.          Other Expenses of Issuance and Distribution.                  

                The following table sets forth the costs and expenses, other
than Underwriting Discounts and Commission, payable by the Plan in connection   
with the sale of the Common Stock offered hereby. All amounts are estimates     
except the registration fee.                                                    

      NAME                                    AMOUNT
      ----                                    ------

SEC Registration Fee                       $      375 
Legal Fees and Expenses                        20,000 
Accounting Fees and Expenses                    9,000 
Miscellaneous Expenses                          3,500 
                                        ------------
    Total                               $     32,875
                                        ============

Item 15.          Indemnification of Officers and Directors.                    

                Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation) 
by reason of the fact that such person is or was a director, officer, employee  
or agent of another corporation or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and  
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not   
opposed to the best interest of the corporation, and, with respect to any       
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful. Similar indemnity is authorized for such person against expenses  
(including attorney's fees) actually and reasonably incurred in connection with 
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed  
to be in or not opposed to the best interests of the corporation, and provided  
further that (unless a court of competent jurisdiction otherwise provides) such 
person shall not have been adjudged liable to the corporation. Any such         
indemnification may be made only as authorized in each specific case upon a     
determination by the shareholders or disinterested directors or by independent  
legal counsel in a written opinion that indemnification is proper because the   
indemnitee has met the applicable standard of conduct.                          

                Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,   
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or 
enterprise, against liability asserted against him, and incurred by him in any  
such capacity, or arising out of his status as such, whether or not the         
corporation would otherwise have the power to indemnify him under Section 145.  

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            Article 14 of the Certificate of Incorporation of Graham
Corporation provides that a director shall not be liable for monetary damages   
for breach of fiduciary duty to the fullest extent permitted by the Delaware    
Corporation Law, as amended. In addition, directors and officers of the         
corporation are indemnified against any liabilities incurred, including expenses
incurred in defending a proceeding in advance of its final disposition, in his  
capacity as a director or officer to the fullest extent permitted by the        
Delaware Corporation Law. The rights granted pursuant to the Certificate of     
Incorporation are not exclusive of any rights granted by statute, agreement,    
vote of stockholder or disinterested directors.                                 

         Pursuant to an employment agreement with Frederick D.
Berkeley, III, the Company has agreed to indemnify Mr. Berkeley to the fullest  
extent permitted under Delaware law and to maintain directors' and officers'    
liability insurance, both during and after any termination of Mr. Berkeley's    
employment with the Company.                                                    

Item 16.         Exhibits                                                       
4.1              Certificate of Incorporation of Graham                         
Corporation (Incorporated herein by reference 
from the Company's Annual Report on Form 10-  
K for the year ended December 31, 1989.)      
4.2              Bylaws of Graham Corporation (Incorporated                     
herein by reference from the Company Annual   
Report on Form 10-K for the year ended        
December 31, 1995.)                           
4.3              Shareholder Rights Plan of Graham Corporation                  
(Incorporated herein by reference from the    
Company's Current Report on Form 8-K dated    
February 26, 1991, as amended by Amendment    
No. 1 on Form 8 dated June 8, 1991.)          
5.1              Opinion of Thacher Proffitt & Wood re: legality                
23.1             Consent of Thacher Proffitt & Wood (see Exhibit                
5.1)                                          
23.2             Consent of Deloitte & Touche LLP, Independent                  
Auditors                                      

Item 17.          Undertakings                                                  

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE            

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be                                                 

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deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION STATEMENT  

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this             
Post-Effective Amendment No. 1 to Registration Statement No. 33- 82432 to be    
signed on its behalf by the undersigned, thereunto duly authorized, in the city 
of Batavia, State of New York, on September 5, 1996.                            

              GRAHAM CORPORATION
      Registrant

                              By: /s/ Frederick D. Berkeley, III
                                    ----------------------------------
                              Frederick D. Berkeley, III
                                    Chairman of the Board, President
                               and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-82432 has been  
signed by the following persons in the capacities and on the dates indicated.   

      SIGNATURE                      TITLE                        DATE
      ---------                      -----                        ----

/s/ Frederick D. Berkeley, III    Chairman of the Board        September 5, 1996
------------------------------                                                  
Frederick D. Berkeley, III        and Chief Executive                           
    Officer/Director

/s/ Alvaro Cadena                 Vice President/Director      September 5, 1996
-----------------------------                                                   
Alvaro Cadena                                                                   

/s/ J. Ronald Hansen              Vice President--             September 5, 1996
-----------------------------     Finance and Administration                    
J. Ronald Hansen                  and Chief Financial Officer                   

/s/ Cornelius S. Van Rees         Secretary/Director           September 5, 1996
----------------------------                                                    
Cornelius S. Van Rees                                                           

/s/ Jerald D. Bidlack             Director                     September 5, 1996
-----------------------------                                                   
Jerald D. Bidlack                                                               

/s/ Philip S. Hill                Director                     September 5, 1996
-----------------------------                                                   
Philip S. Hill                                                                  

/s/ H. Russel Lemcke              Director                     August 8, 1996   
-----------------------------                                                   
H. Russel Lemcke                                                                

/s/ Robert L. Tarnow              Director                     September 5, 1996
-----------------------------                                                   
Robert L. Tarnow                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		9/5/96		3		25
		9/3/96		2		12
		8/23/96		6		12
		8/9/96		6					10-Q
		8/8/96		25
		8/4/96		2
		8/1/96		8		9
		7/25/96		6
		6/30/96		4		17			10-Q
		3/31/96		4					10-Q
		12/31/95		4		23			10-K
		6/30/95		6		15			10-Q
		12/31/94		6		20			DEF 14A
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