SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)1
GRAHAM CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
384556 10 6
(CUSIP Number)
[FN]
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>2
CUSIP No. 384556 10 6 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Frederick D. Berkeley
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER 236,299
SHARES
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER - 0 -
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 236,299
PERSON WITH
8. SHARED DISPOSITIVE POWER - 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
236,299
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
Page 3 of 4 pages
Item 1(a) Name of Issuer: GRAHAM CORPORATION
Item 1(b) Address of Issuer's Principal Executive Office:
20 Florence Avenue, Batavia, New York 14020
Item 2(a) Name of Person Filing: FREDERICK D. BERKELEY
Item 2(b) Address of Principal Business Office:
20 Florence Avenue, Batavia, New York 14020
Item 2(c) Citizenship: U.S.A.
Item 2(d) Title of Class of Securities: COMMON STOCK
Item 2(e) CUSIP NUMBER: 384556 10 6
Item 3 Not applicable
Item 4 Ownership:
(a) Amount Beneficially Owned 236,299 1,2
(b) Percent of Class 14.7%
(c) Number of shares as to which
such person has:
(i) sole power to vote or to
direct the vote 236,299 1,2
(ii) shared power to vote or
to direct the vote -0-
(iii) sole power to dispose or
to direct disposition 236,299 1
(iv) shared power to dispose
or to direct disposition -0-
[FN]
1 Includes 23,250 shares which the reporting person has the right to
acquire within 60 days through the exercise of stock options. Excludes
shares of common stock held by Chemical Bank as trustee for the Employee
Stock Ownership Plan of Graham Corporation ("ESOP") and allocated to any
individual's account, as to which the reporting person has shared voting
but no investment power except in limited circumstances.
2 Includes 1,423 shares of common stock held by the ESOP trustee and
allocated to the reporting person's account as to which the reporting
person has sole voting power but no investment power except in limited
circumstances.
<PAGE>4
Page 4 of 4 pages
Item 5 Not applicable
Item 6 Not applicable
Item 7 Not applicable
Item 8 Not applicable
Item 9 Not applicable
Item 10 Not applicable
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date:February 10, 1997
s\F.D. Berkeley
Frederick D. Berkeley
Chairman, President and Chief Executive Officer
Graham Corporation
