-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-05-002565.txt : 20050325
<SEC-HEADER>0000950152-05-002565.hdr.sgml : 20050325
<ACCEPTANCE-DATETIME>20050325124424
ACCESSION NUMBER:		0000950152-05-002565
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050324
ITEM INFORMATION:		Cost Associated with Exit or Disposal Activities
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20050325
DATE AS OF CHANGE:		20050325

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRAHAM CORP
		CENTRAL INDEX KEY:			0000716314
		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560]
		IRS NUMBER:				161194720
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08462
		FILM NUMBER:		05704036

	BUSINESS ADDRESS:	
		STREET 1:		20 FLORENCE AVE
		STREET 2:		POST OFFICE BOX 719
		CITY:			BATAVIA
		STATE:			NY
		ZIP:			14020
		BUSINESS PHONE:		5853432216

	MAIL ADDRESS:	
		STREET 1:		20 FLORENCE AVENUE
		STREET 2:		POST OFFICE BOX 719
		CITY:			BATAVIA
		STATE:			NY
		ZIP:			14021-0719
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>l13003ae8vkza.txt
<DESCRIPTION>GRAHAM CORPORATION    8-K/A
<TEXT>
<PAGE>

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

                                    ---------

                                   FORM 8-K/A

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 24, 2005

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

<TABLE>
<S>                                   <C>                                       <C>

          DELAWARE                              1-8462                               16-1194720
- ----------------------------          ------------------------                  ----------------------
(STATE OR OTHER JURISDICTION          (COMMISSION FILE NUMBER)                     (IRS EMPLOYER
 OF INCORPORATION)                                                              IDENTIFICATION NUMBER)
</TABLE>


                   20 FLORENCE AVENUE, BATAVIA, NEW YORK 14020
                   -------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (585) 343-2216
                                                           --------------


                                       N/A
- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_|  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Item 2.05. Costs Associated with Exit or Disposal Activities

On March 15, 2005, Graham Corporation's Board of Directors approved a plan
presented by the Company's management to discontinue its U.K. operations by
making available for sale the Company's wholly-owned subsidiary, Graham Vacuum
and Heat Transfer Limited and all of its subsidiaries ("GVHT"), including GVHT's
operating subsidiary Graham Precision Pumps Limited ("GPPL") in Congleton,
Cheshire, U.K., and to hold them for sale.

The Company proposed to place GVHT and subsidiaries in administration and to
appoint an appropriately qualified U.K. administrator for GVHT and GPPL as a
step toward proceeding with sale of the companies.

On March 24, 2005, the principal creditor of Graham's U.K. companies, National
Westminster Bank, exercised its right to appoint a receiver for GVHT and GPPL as
an alternative to appointment of an administrator to sell the U.K. companies.
Graham Corporation expects appointment of a receiver to result in a liquidation
of the assets of the U.K. companies, and that the liquidation will be completed
by March 14, 2006.

In connection with the discontinuance of the U.K. companies, Graham Corporation
expects to incur a non-cash charge of approximately $4.50 million to $5.25
million in the current fiscal quarter, which ends March 31, 2005. Any income tax
benefits that may be realized as a result of the loss are not yet known.

The Company does not expect the charge to result in future cash expenditures.

Item 8.01. Other Events

On March 24, 2005, Graham Corporation issued a press release announcing
appointment of a receiver for its U.K. companies. A copy is attached hereto as
Exhibit 99.1.

<TABLE>
<CAPTION>
Exhibit Number           Description of Exhibits
- --------------           -----------------------

<S>                      <C>
    99.1                 Press Release dated March 24, 2005 announcing
                         appointment of receiver for U.K. companies
</TABLE>


The information in Item 8.01 of this Current Report on Form 8-K and the exhibit
attached hereto shall not be deemed to be filed for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any





<PAGE>



filing under the Exchange Act or Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such filing.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              GRAHAM CORPORATION
                                              (Registrant)



Date: March 25, 2005                   By     /s/ J. Ronald Hansen
                                              ---------------------------------
                                                    J. Ronald Hansen
                                                    Vice President - Finance
                                                    & Administration and
                                                    Chief Financial Officer





<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number           Description of Exhibits
- --------------           -----------------------

<S>                      <C>

    99.1                 Press Release dated March 24, 2005 announcing
                         appointment of receiver for U.K. companies

</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>l13003aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                                    Exhibit 99.1


                                                                    NEWS RELEASE

                                                                COMPANY CONTACT:
                                                                J. Ronald Hansen
                                    Vice President of Finance and Administration
                                                     and Chief Financial Officer
                                                           Phone: (585) 343-2216

FOR IMMEDIATE RELEASE

                               GRAHAM CORPORATION
                      ANNOUNCES APPOINTMENT OF RECEIVER FOR
                           DISCONTINUED U.K. COMPANIES

        Batavia, N.Y. (March 24, 2005) -- Graham Corporation (ASE: GHM), a
global leader in vacuum technology and designer and manufacturer of heat
transfer and vacuum equipment for process industries, announced today that a
receiver has been appointed to administer Graham's discontinued operations in
the United Kingdom. The discontinued operations, which include Graham Vacuum and
Heat Transfer Limited ("GVHT") and GVHT's wholly-owned operating subsidiary,
Graham Precision Pumps Limited ("GPPL"), are located in Congleton, Cheshire,
U.K.

        On March 15, 2005, Graham Corporation's Board of Directors approved
discontinuance of its U.K. operations and the sale of the U.K. companies. On
March 21, 2005, the Company filed a Form 8-K with the Securities and Exchange
Commission reporting this decision and also that it had proposed to appoint an
appropriately qualified U.K. administrator for GVHT and GPPL as a step toward
proceeding with the sale of the companies. The appointment of an administrator
gives U.K. companies protection in a manner similar to bankruptcy proceedings in
the U.S.

        Today National Westminster Bank, as the primary creditor of the U.K.
operations, exercised its right to place the businesses in receivership, which
the Company anticipates will result in the liquidation of the operations.
Receivership also provides protection similar to U.S. bankruptcy proceedings.

        Graham Corporation expects to incur a non-cash charge of approximately
$4.50 million to $5.25 million in the current fiscal quarter, which ends March
31, 2005. Any income tax benefits that may be realized as a result of the loss
are not yet known.

        Bill Johnson, President and CEO of Graham Corporation, commented,
"Strategically, we have recognized the need to streamline our operations and
improve our cost competitiveness in the global market that we serve in order to
grow the Company. We concluded that discontinuing our non-profitable U.K.
business will strengthen Graham's operating performance, focus our resources and
allow for greater investment in our core product lines." The U.K. operations had
sales of $5.6 million for the first nine-months of



<PAGE>
GRAHAM CORPORATION ANNOUNCES RECEIVER APPOINTED FOR DISCONTINUED U.K. COMPANIES
March 24, 2005

fiscal year 2005, which ends March 31, 2005, and its net loss for that period
was $329,000.

        Mr. Johnson went on to say, "We anticipate that the closing of our U.K.
pump manufacturing operations will result in a seamless transition to our
selected alternative sources for pumps and provide continued quality service of
our core market channels and customers for engineered vacuum solutions."

ABOUT GRAHAM CORP.

A worldwide leader in vacuum technology, Graham designs and builds vacuum and
heat transfer equipment for the process industries throughout the world. The
principal industries that it serves include chemical, petrochemical, petroleum
refining and electric power generation, including cogeneration and geothermal
plants. Other markets served include metal refining, pulp and paper,
shipbuilding, water heating, refrigeration, desalination, food processing,
drugs, heating, ventilating and air conditioning. Graham's ejectors, liquid ring
and dry vacuum pumps, condensers, heat exchangers and other products, sold
either as components or as complete systems, are used by its customers to
produce synthetic fibers, chemicals, petroleum products (including gasoline),
electric power, processed food (including canned, frozen and dairy products),
pharmaceutical products, paper, steel, fertilizers and numerous other products
used everyday by people throughout the world.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All forward-looking statements
are subject to certain risks, uncertainties and assumptions. These risks and
uncertainties, which are more fully described in Graham's Annual and Quarterly
Reports filed with the Securities and Exchange Commission, include the impact to
earnings the discontinuation may have in fiscal 2005, the success of continuing
to serve its markets from its U.S. operations, the ability to improve its cost
competitiveness, customer preferences and changes in market conditions in the
industries in which the Company operates. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual
results may vary in material aspects from those currently anticipated.

                                       ###





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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