GRAHAM CORP
10-Q, 1996-08-09
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
(Mark one)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934.

For Quarterly Period Ended   June 30, 1996  

                               OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to __________   

Commission File Number 1-8462


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.)

    20 FLORENCE AVENUE, BATAVIA, NEW YORK                            14020
- --------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including Area Code  -  716-343-2216
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)


    Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

YES   X       NO     

    As of August 9, 1996, there were outstanding 1,057,472 shares
of common stock, $.10 par value.
             

<PAGE>2             
               GRAHAM CORPORATION AND SUBSIDIARIES

                            FORM 10-Q

                          JUNE 30, 1996

PART I - FINANCIAL INFORMATION





































    Unaudited consolidated financial statements of Graham
Corporation (the company) and its subsidiaries as of June 30, 1996
and for the three month period then ended are presented on the
following pages.  The financial statements have been prepared in
accordance with the company's usual accounting policies, are based
in part on approximations and reflect all normal and recurring
adjustments which are, in the opinion of management, necessary to
a fair presentation of the results of the interim periods.

    This part also includes management's discussion and analysis of
the company's financial condition as of June 30, 1996 and its
results of operations for the three month and six month periods
then ended.


<PAGE>3               
               GRAHAM CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                  June 30,     December 31,
                                                    1996           1995
<S>                                               <C>          <C>
Assets
Current Assets:
  Cash and equivalents . . . . . . . . . . . .    $ 1,886,000   $   411,000 
  Trade accounts receivable. . . . . . . . . .      7,711,000    10,611,000 
  Inventories. . . . . . . . . . . . . . . . .      6,138,000     6,621,000 
  Deferred tax asset . . . . . . . . . . . . .        698,000       698,000 
  Prepaid expenses and other
    current assets . . . . . . . . . . . . . .        418,000       589,000 
                                                  -----------   -----------
                                                   16,851,000    18,930,000 
                                                  -----------   -----------
Property, plant and equipment, net . . . . . .      8,811,000     8,918,000 
                                                  -----------   -----------
Deferred tax asset                                  1,600,000     1,600,000 
Other assets                                           27,000        32,000 
                                                  -----------   -----------
                                                  $27,289,000   $29,480,000 
                                                  ===========   ===========             
</TABLE>

































<PAGE>4               
               GRAHAM CORPORATION AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS (concluded)
<TABLE>
<CAPTION>
                                                  June 30,     December 31,
                                                    1996           1995
<S>                                               <C>          <C>
Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt due banks. . . . . . . . . .    $   438,000   $   206,000 
  Current portion of long-term debt. . . . . .        502,000       355,000 
  Accounts payable . . . . . . . . . . . . . .      2,605,000     4,066,000 
  Accrued compensation . . . . . . . . . . . .      4,106,000     4,305,000 
  Accrued expenses and other
   liabilities . . . . . . . . . . . . . . . .      1,029,000     1,367,000 
  Customer deposits. . . . . . . . . . . . . .        568,000       966,000 
  Domestic and foreign income taxes
   payable . . . . . . . . . . . . . . . . . .        489,000       240,000 
  Estimated liabilities of
   discontinued operations . . . . . . . . . .        250,000       351,000 
                                                  -----------   -----------
                                                    9,987,000    11,856,000 

Long-term debt . . . . . . . . . . . . . . . .      1,951,000     3,303,000 
Deferred compensation. . . . . . . . . . . . .      1,034,000     1,017,000 
Deferred tax liability . . . . . . . . . . . .        111,000       111,000 
Other long-term liabilities. . . . . . . . . .        249,000       373,000 
Deferred pension liability . . . . . . . . . .      1,429,000     1,252,000 
Accrued postretirement benefits. . . . . . . .      3,146,000     3,161,000 
                                                  -----------   -----------
  Total liabilities                                17,907,000    21,073,000 
                                                  -----------   -----------             

Shareholders' equity:
  Preferred Stock, $1 par value -
   Authorized, 500,000 shares
  Common stock, $.10 par value-
   Authorized, 6,000,000 shares
   Issued and outstanding, 1,057,472
    shares in 1996 and 1,053,999 in
    1995 . . . . . . . . . . . . . . . . . . .       106,000        106,000 
  Capital in excess of par value . . . . . . .     3,257,000      3,219,000 
  Cumulative foreign currency
   translation adjustment. . . . . . . . . . .    (1,890,000)    (1,891,000)
  Retained earnings. . . . . . . . . . . . . .     8,690,000      7,854,000 
                                                 -----------    -----------
                                                  10,163,000      9,288,000 
  Less:
   Treasury Stock, 442 shares. . . . . . . . .        (6,000)        (6,000)
   Employee Stock Ownership Plan
    Loan Payable . . . . . . . . . . . . . . .      (775,000)      (875,000)
                                                 -----------    -----------
  Total shareholders' equity                       9,382,000      8,407,000 
                                                 -----------    -----------
                                                 $27,289,000    $29,480,000 
                                                 ===========    ===========
</TABLE>                                                 


<PAGE>5               
               GRAHAM CORPORATION AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
                                        THREE MONTHS                  SIX MONTHS
                                       ended June 30,               ended June 30,
                                      1996        1995             1996         1995
                                      ----        ----             ----         ----
<S>                               <C>          <C>             <C>          <C>

Net Sales . . . . . . . . . . . . $13,409,000  $12,007,000     $25,080,000   $21,312,000 
                                  -----------  -----------     -----------   -----------
Cost and expenses:
 Cost of products sold. . . . . .   9,572,000    9,341,000      17,996,000    16,146,000 
 Selling, general and
  administrative. . . . . . . . .   2,938,000    2,531,000       5,489,000     4,758,000 
 Interest expense . . . . . . . .     113,000      160,000         238,000       327,000 
 Litigation Provision . . . . . .                  194,000                       272,000 
                                  -----------  -----------     -----------   -----------
                                   12,623,000   12,226,000      23,723,000    21,503,000 
                                  -----------  -----------     -----------   -----------
Income (Loss) before income
 taxes. . . . . . . . . . . . . .     786,000     (219,000)      1,357,000      (191,000)
Provision (Benefit) for
 income taxes . . . . . . . . . .     314,000      (82,000)        521,000       (73,000)
                                  -----------  -----------     -----------   -----------
Net income (loss) . . . . . . . .     472,000     (137,000)        836,000      (118,000)

Retained earnings at beginning
 of period. . . . . . . . . . . .   8,218,000    6,739,000       7,854,000     6,720,000 
                                  -----------  -----------     -----------   -----------
Retained earnings at end of
 period . . . . . . . . . . . . . $ 8,690,000  $ 6,602,000     $ 8,690,000   $ 6,602,000 
                                  ===========  ===========     ===========   ===========
Per Share Data:

Net income (loss)                        $.44        ($.13)           $.78         ($.11)
                                         ====        =====            ====         =====
Average number of common and common
 equivalent shares outstanding. .   1,072,000    1,051,000       1,070,000     1,051,000 
                                    =========    =========       =========     =========
</TABLE>
















<PAGE>6               
               GRAHAM CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                    Six Months Ended June 30,
                                                         1996          1995
                                                         ----          ----
<S>                                                  <C>           <C>
Operating activities:
 Net income (loss) . . . . . . . . . . . . . . . . . $  836,000    $ (118,000)
                                                     ----------    ----------
 Adjustments to reconcile net income (loss) to net
  cash provided (used) by operating activities:
  Depreciation and amortization. . . . . . . . . . .    453,000       443,000 
  (Gain) Loss on sale of property, plant and
   equipment . . . . . . . . . . . . . . . . . . . .     (3,000)        3,000 
  (Increase) Decrease in operating assets:
   Accounts receivable . . . . . . . . . . . . . . .  2,901,000     3,269,000 
   Inventory, net of customer deposits . . . . . . .     86,000    (1,640,000)
   Prepaid expenses and other current and
    non-current assets . . . . . . . . . . . . . . .    166,000       118,000 
  Increase (Decrease) in operating liabilities:
   Accounts payable, accrued compensation,
    accrued expenses and other liabilities . . . . . (1,914,000)     (875,000)
   Litigation reserve. . . . . . . . . . . . . . . .               (1,247,000)
   Estimated liabilities of discontinued operations.   (100,000)    ( 307,000)
   Deferred compensation, deferred pension
    liability, and accrued postemployment benefits .     95,000        48,000 
   Domestic and foreign income taxes . . . . . . . .    248,000      (279,000)
   Other long-term liabilities . . . . . . . . . . .   (123,000)              
                                                     ----------    ----------
     Total adjustments . . . . . . . . . . . . . . .  1,809,000      (467,000)
                                                     ----------    ----------
Net cash provided (used) by operating activities . .  2,645,000      (585,000)
                                                     ----------    ----------
Investing activities:
 Purchase of property, plant and equipment . . . . .   (237,000)      (81,000)
 Proceeds from sale of property, plant and
  equipment. . . . . . . . . . . . . . . . . . . . .     21,000         1,000 
                                                     ----------    ----------
 Net cash used by investing activities . . . . . . .   (216,000)      (80,000)
                                                     ----------    ----------
Financing activities:
 Increase in short-term debt . . . . . . . . . . . .    229,000       280,000 
 Proceeds from issuance of long-term debt. . . . . .  2,265,000     3,587,000 
 Principal repayments on long-term debt. . . . . . . (3,489,000)   (3,593,000)
 Issuance of common stock. . . . . . . . . . . . . .     38,000               
                                                     ----------    ----------
 Net cash provided (used) by financing activities. .   (957,000)      274,000 
                                                     ----------    ----------
 Effect of exchange rate on cash . . . . . . . . . .      3,000         5,000 
                                                     ----------    ----------
 Net increase (decrease) in cash and equivalents . .  1,475,000      (386,000)

 Cash and equivalents at beginning of period . . . .    411,000       454,000 
                                                     ----------    ----------
 Cash and equivalents at end of period . . . . . . . $1,886,000    $   68,000 
                                                     ==========    ==========
</TABLE>
<PAGE>7                
                GRAHAM CORPORATION AND SUBSIDIARIES

                 NOTES TO FINANCIAL INFORMATION

                          JUNE 30, 1996

- --------------------------------------------------------------------------
NOTE 1 - INVENTORIES
- --------------------------------------------------------------------------
   Major classifications of inventories are as follows:
<TABLE>
<CAPTION>
                                                 6/30/96        12/31/95
                                                 -------        --------   
<S>                                           <C>             <C>
Raw materials and supplies . . . . . . . . .  $ 2,411,000     $ 2,579,000
Work in process. . . . . . . . . . . . . . .    3,030,000       3,286,000
Finished products. . . . . . . . . . . . . .    1,165,000       1,100,000
                                              -----------     -----------
                                                6,606,000       6,965,000
Less - progress payments . . . . . . . . . .      468,000         344,000
                                              -----------     -----------
                                              $ 6,138,000     $ 6,621,000
                                              ===========     ===========
</TABLE>
- --------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE:
- --------------------------------------------------------------------------
    Earnings per share is computed by dividing net income by the
weighted number of common shares and, when applicable, common
equivalent shares outstanding during the period.  Net loss per
share is based on the weighted average number of shares outstanding
during the period.

- --------------------------------------------------------------------------
NOTE 3 - CASH FLOW STATEMENT
- --------------------------------------------------------------------------
    Actual interest paid was $273,000 and $378,000 for the six
months ended June 30, 1996 and 1995, respectively.  In addition,
actual income taxes paid were $274,000 and $238,000 for the six
months ended June 30, 1996 and 1995, respectively.

- --------------------------------------------------------------------------
NOTE 4 - STOCK SPLIT
- --------------------------------------------------------------------------
    On July 25, 1996, the Board of Directors 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 company will distribute cash in lieu of fractional shares
resulting from the stock split.  The company's par value of $.10
per share will remain unchanged and as a result approximately
$53,000 will be transferred from capital in excess of par value to
common stock.  It is estimated that the impact of the stock split
on earnings per share for the three and six months ended 1996 will
be a reduction of approximately $.15 and $.26, respectively.  The
estimated impact on loss per share for the three and six months
ended 1995 will be a reduction of approximately $.04 and $.03,
respectively.

<PAGE>8
- --------------------------------------------------------------------------
NOTE 5 - RECENTLY ISSUED ACCOUNTING STANDARD
- --------------------------------------------------------------------------
    In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," which requires adoption
no later than fiscal years beginning after December 15, 1995.  The
new standard defines a fair value method of accounting for stock
options and similar equity instruments.  Under the fair value
method, compensation cost is measured at the grant date based on
the fair value of the award and is recognized over the service
period, which is usually the vesting period.

    Pursuant to the new standard, companies are encouraged, but not
required, to adopt the fair value method of accounting for employee
stock-based transactions.  Companies are also permitted to continue
to account for such transactions under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," (APB
25) but would be required to disclose in a note to the financial
statements pro forma net income and, if presented, earnings per
share as if the company had applied the new method of accounting.

    The accounting requirements of the new method are effective for
all employee awards granted after the beginning of the fiscal year
of adoption.  The company has elected to continue to account for
employee stock-based transactions under APB 25, however, it has not
disclosed pro forma net income and earnings per share as if the
company had applied the new method of accounting as these amounts
have not yet been determined.






























<PAGE>9        
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS
                          June 30, 1996


Results of Operations
- ---------------------
    Sales increased 12% in the second quarter 1996 compared to
1995.  Sales for the second quarter increased 13% in the United
States and 3% in the United Kingdom compared to 1995.  Sales for
the six months ended June 30, 1996 increased 18% from the same
period last year.  Sales increased 19% in the United States and 8%
in the United Kingdom from the same period last year.  The increase
in the United States sales is due to a higher sales volume of the
company's smaller product lines and a relatively stable shipment
schedule throughout 1996 as compared to the fluctuations in
quarterly sales levels in 1995.  The increase in the United Kingdom
sales is attributable to shorter processing time for orders
received and increased sales volume of certain standard products
and spare parts.

    Cost of sales as a percent of sales for the second quarter 1996
was 71% compared to 78% a year ago.  Cost of sales as a percent of
sales for the three month period was 72% for the United States
operations compared to 79% last year and 70% for the United Kingdom
operations compared to 62% last year.  For the six months, cost of
sales as a percent of sales was 72% compared to 76% a year ago.  In
the United States cost of sales as a percent of sales was 72%
compared to 77% a year ago, and in the United Kingdom cost of sales
as a percent of sales was 65% compared to 63% a year ago.  The
favorable percentages for the United States reflect the impact of
price increases while maintaining material cost levels.  The
increase in the United Kingdom percentages is attributable to
additional overhead expenses which management does not anticipate
to be recurring.

    Selling, general and administrative expenses increased 16% from
the second quarter of 1995, and represent 22% of sales as compared
to 21% in 1995.  For the six months ended June 30, 1996, selling,
general and administrative expenses are up 15% as compared to the
same period in 1995 and were 22% of sales for the six month period
in both 1996 and 1995.  The increase in selling, general and
administrative expenses is primarily attributable to salary
increases granted in 1996 and higher selling expenses which are
directly related to the increase in sales levels.

    Interest expense for the second quarter is down 29% from the
same period in 1995.  Interest expense for the six month period in
1996 is down 27% compared to the six month period in 1995.  These
decreases resulted from lower levels of borrowing on the United
States revolving credit facility due to strong cash flow in the
first half of the year.

    The effective income tax rate for the second quarter and the
six-month period in 1996 remained relatively consistent at 40% and 
38%, respectively, compared to 37% and 38% for the second quarter
and six-month period of 1995.


<PAGE>10
    
    On July 25, 1996, the Board of Directors authorized a three-
for-two stock split in order to increase the liquidity of Graham
stock, and allow for wider ownership.

Financial Condition
- -------------------
    There were no significant changes in the financial condition of
the company for the first half of 1996.  Working capital of
$6,864,000 at June 30, 1996 compares to $7,074,000 at December 31,
1995.  The working capital decrease from year end reflects a
decrease in current assets of $2,079,000 and a decrease in current
liabilities of $1,869,000.  The decrease in current assets related
primarily to a significant decrease in accounts receivable due to
improved timeliness of collections from customers offset by an
increase in cash and equivalents.  The decrease in current
liabilities reflects the decline in accounts payable which is
attributable to timing of material purchases.

    Capital expenditures for the six month period were $237,000
compared to $81,000 for the same period in 1995.  There were no
major commitments for capital expenditures as of June 30, 1996. 
Management anticipates spending approximately $750,000 in 1996 for
capital additions to upgrade computer equipment and machinery.

    Short-term debt increased $232,000 from year end due to
additional borrowings for working capital needs of the United
Kingdom operation.  Total long-term debt decreased $1,205,000 from
year end due to paydowns on the United States revolving credit
line.  The long-term debt to equity ratio is 26% compared to 44% at
year-end 1995 and the total liabilities to assets ratio is 66%
compared to 71% at year-end 1995.  These ratios are reflective of
management's concerted effort to reduce debt.

    Management expects that the cash flow from operations and lines
of credit will provide sufficient resources to fund the 1996 cash
requirements.

New Orders and Backlog
- ----------------------
    New orders for the second quarter were $17,260,000 compared to
$13,269,000 for the same period last year.  New orders in the
United States were $15,774,000 compared to $12,321,000 for the same
period in 1995.  New orders in the United Kingdom were $1,486,000
compared to $948,000 for the same quarter last year.  For the first
six months new orders were $28,691,000 compared to $26,436,000 in
the first half of 1995.  New orders in the United States were
$25,888,000 for the first half of 1996 compared to $24,510,000 for
the same period last year and new orders in the United Kingdom were
$2,803,000 compared to $1,926,000 for the first six months of 1995. 
New orders are at a historically high level and consist of large
contracts for the ethylene and plastic related markets and standard
and packaged pump equipment.

    Backlog of unfilled orders at June 30, 1996 is $25,455,000
compared to $24,132,000 at this time a year ago and $21,837,000 at
year end 1995.  Current backlog in the United States of $24,191,000


<PAGE>11

New Orders and Backlog (cont.)
- ------------------------------

compares to $21,136,000 at year end 1995 and $23,398,000 at June
30, 1995.  Current backlog in the United Kingdom of $1,264,000
compares to $701,000 at December  31, 1995 and $734,000 at June 30,
1995.  The current backlog is scheduled to be shipped during the
next twelve months and represents orders from traditional markets
in the company's established product lines.

















































<PAGE>12
               GRAHAM CORPORATION AND SUBSIDIARIES
                            FORM 10-Q
                          JUNE 30, 1996
                   PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         In addition to election of directors and selection of
         independent accountants, one proposal was submitted to the
         company's stockholders for a vote at the company's annual
         meeting of stockholders held on May 9, 1996 (the "annual
         meeting").

           At the annual meeting, the stockholders approved and
           ratified the 1995 Graham Corporation Incentive Plan to
           Increase Shareholder Value (the "Plan").  The purpose of
           the plan is to increase shareholder value by promoting the
           growth and profitability of Graham and its subsidiaries,
           to attract and retain directors, officers and key
           management employees of outstanding competence, to provide
           such directors, officers and key management employees with
           an equity interest in Graham, and to provide certain
           directors and key management employees of Graham and its
           subsidiaries, upon whose efforts Graham is largely
           dependent for the successful conduct of its business, with
           an incentive to achieve corporate objectives.  The Plan
           authorizes the Compensation Committee of the Board of
           Directors to grant options for the purchase of up to
           128,000 shares of the company's common stock.  The Plan
           is described in the company's Proxy Statement and is set
           forth in its entirety as Appendix A of the Proxy
           Statement.  The number of affirmative and negative votes
           cast and abstentions, at the annual meeting with respect
           to this proposal to approve the Plan were:

                                For:   501,911
                            Against:     4,542
                        Abstentions:     3,798

Item 6.  Exhibits and Reports on Form 8-K

     a.  See index to exhibits. 
     b.  No reports on Form 8-K were filed during the quarter ended
         June 30, 1996. 

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

                                       s\J. R. Hansen
                                       --------------------------------
                                       J. R. Hansen
                                       Vice President Finance and
                                        Administration / CFO
Date 08/09/96
<PAGE>13
                               INDEX TO EXHIBITS


 (2)  Plan of acquisition, reorganization, arrangement, liquidation
      or succession.

      Not applicable.

 (4)  Instruments defining the rights of security holders, including
      indentures.

      (a)  Equity securities

           The instruments defining the rights of the holders of
           Registrant's equity securities are as follows:

              Certificate of Incorporation, as amended of Registrant
              (filed as Exhibit 3(a) to the Registrant's annual
              report on Form 10-K for the fiscal year ended December
              31, 1989, and incorporated herein by reference.)

              By-laws of registrant, as amended (filed as Exhibit
              3(ii) to the Registrant's annual report on Form 10-K
              for the fiscal year ended December 31, 1995, and is
              incorporated herein by reference.)

              Shareholder Rights Plan of Graham Corporation (filed
              as Exhibit (4) to Registrant's current report filed on
              Form 8-K on February 26, 1991, as amended by
              Registrant's Amendment No. 1 on Form 8 dated June 8,
              1991, and incorporated herein by reference.)

      (b)  Debt securities

           Not applicable.

(10)  Material Contracts

           1989 Stock Option and Appreciation Rights Plan of Graham
           Corporation (filed on the Registrant's Proxy Statement
           for its 1991 Annual Meeting of Shareholders and
           incorporated herein by reference.)

           1995 Graham Corporation Incentive Plan to Increase
           Shareholder Value (filed on the Registrant's Proxy
           Statement for its 1996 Annual Meeting of Shareholders and
           incorporated herein by reference.)

(11)  Statement re-computation of per share earnings

      Computation of per share earnings is included herein as
      Exhibit 11 of this report.

(15)  Letter re-unaudited interim financial information.

      Not applicable.



<PAGE>14

Index to Exhibits (cont.)
- -------------------------

(18)  Letter re-change in accounting principles.

      Not applicable.

(19)  Report furnished to security holders.

      None

(22)  Published report regarding matters submitted to vote of
      security holders.

      None

(23)  Consents of experts and counsel.

      Not applicable.

(24)  Power of Attorney.

      Not applicable.

(27)  Financial Data Schedule.

      Financial Data Schedule is included herein as Exhibit 27 of
      this report.


(99)  Additional exhibits.

      None


                                    EXHIBIT 11

                        COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                            Three months            Six months
                                            ended June 30          ended June 30
                                           1996       1995        1996        1995
                                           ----       ----        ----        ----
<S>                                     <C>         <C>         <C>         <C>
Calculation of common and
  common equivalent shares:

  Shares outstanding at beginning
    of the period                       1,057,000   1,051,000   1,054,000   1,051,000

  Weighted average number of shares
    issued during the period:

    Issuance of shares                                              2,000            
                                        ---------   ---------   ---------   ---------
    Weighted average shares
    outstanding                         1,057,000   1,051,000   1,056,000   1,051,000

  Common equivalent shares if
    stock options were exercised           15,000                  14,000            
                                        ---------   ---------   ---------   ---------
  Average number of common and common
    equivalent shares outstanding       1,072,000   1,051,000   1,070,000   1,051,000
                                        =========   =========   =========   =========
Calculation of earnings per share:

  Net income (loss)                      $472,000   ($137,000)   $836,000   ($118,000)

  Average number of common and common
    equivalent shares outstanding       1,072,000   1,051,000   1,070,000   1,051,000
                                        ---------   ---------   ---------   ---------
  Earnings (Loss) per common and
    common equivalent share                 $.44        ($.13)      $.78        ($.11)
                                            ====        =====       ====        =====
<FN>
   Fully diluted earnings per share is equivalent to primary earnings per share as the
period-end market price of common stock does not result in greater dilution.
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the Graham
Corporation consolidated balance sheet and consolidated statement of operations
and retained earnings and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,886
<SECURITIES>                                         0
<RECEIVABLES>                                    7,711
<ALLOWANCES>                                         0
<INVENTORY>                                      6,138
<CURRENT-ASSETS>                                16,851
<PP&E>                                          23,716
<DEPRECIATION>                                  14,905
<TOTAL-ASSETS>                                  27,289
<CURRENT-LIABILITIES>                            9,987
<BONDS>                                          1,951
                                0
                                          0
<COMMON>                                           106
<OTHER-SE>                                       9,276
<TOTAL-LIABILITY-AND-EQUITY>                    27,289
<SALES>                                         25,080
<TOTAL-REVENUES>                                25,080
<CGS>                                           17,996
<TOTAL-COSTS>                                   17,996
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 238
<INCOME-PRETAX>                                  1,357
<INCOME-TAX>                                       521
<INCOME-CONTINUING>                                836
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       836
<EPS-PRIMARY>                                     0.78
<EPS-DILUTED>                                     0.78
        

</TABLE>


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