UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
GRAHAM CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
384556 10 6
(CUSIP Number)
Helen H. Berkeley
50 Old Mill Road
Rochester, New York 14618
(716) 244-3072
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(f)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
_________________
* 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 (the "Act") 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).
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CUSIP No. 384556 10 6 Page 2 of 5 pages
- ------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Helen H. Berkeley
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- ------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(7) SOLE VOTING POWER
126,357
----------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY 1,575
EACH REPORTING PERSON ----------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
126,357
----------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,932
- ------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.0%
- ------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock of Graham Corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
20 Florence Avenue, Batavia, New York 14020.
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Helen H. Berkeley (the
"Reporting Person").
(b) The residence address of the Reporting Person is 50 Old Mill Road,
Rochester, New York 14618.
(c) Occupation and employer of the Reporting Person: not applicable.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable--the shares were received for no consideration under
the will of the reporting person's husband, Frederick D. Berkeley. The Reporting
Person paid no consideration for the 2,250 options granted to the Reporting
Person by the Issuer.
Item 4. PURPOSE OF TRANSACTION.
The reporting person holds the Common Stock of the Issuer as the legal
representative of the estate of her husband. She is also the beneficiary of the
shares of Common Stock of the Issuer under the terms of her husband's will
(other than 8,100 shares covered by specific bequests) and directly owns 2,250
shares represented by options owned by her individually. Except as described
below, the Reporting Person does not have any present plans or proposals that
relate to or that would result in any of the events, transactions or
circumstances described in paragraphs (a) through (j) of Item 4 of Schedule 13D:
(1) The Reporting Person may exercise options held by the estate to
purchase additional shares of Common Stock of the Issuer; and
(2) The Reporting Person will transfer the shares of Common Stock of
the Issuer to herself individually and to beneficiaries of specific bequests
pursuant to the terms of the will of her husband.
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Page 4 of 5 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 127,932 shares of Common
Stock of the Issuer, which shares constitute approximately 8.0% of the
outstanding shares of Common Stock of the Issuer (based upon 1,690,595 shares of
Common Stock outstanding as of May 29, 1998 increased by 10,950 shares to
reflect the issuance of the shares represented by the stock options described
below and decreased by 100,000 to reflect the purchase of 100,000 shares by the
Issuer as described in paragraph (c) below). Of these shares, 8,700 shares
represent stock options held by the estate which are presently exercisable,
2,250 shares represent stock options held by the Reporting Person individually
and 1,575 shares are shares held for the benefit of the Reporting Person by the
Issuer's Employee Stock Ownership Plan (the "ESOP").
(b) See items 7 through 10 on the cover page of this Schedule 13D and
the response to Item 2 above. The Reporting Person has sole voting and
dispositive power over all shares except the 1,575 shares owned by the ESOP,
over which she presently shares voting power and has no dispositive power.
(c) On May 29, 1998 the Reporting Person, as the legal representative
of her husband's estate, sold 100,000 shares of Common Stock to the Issuer for
$17.00 per share in a private sale to provide liquidity to the estate and to
fund certain trusts established under her husband's will. On June 1, 1998, the
Reporting Person was granted an immediately exercisable option to purchase 2,250
shares of Common Stock at an exercise price of $17.00 per share pursuant to the
Issuer's 1995 Incentive Plan to Increase Shareholder Value.
(d) Not Applicable.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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Page 5 of 5 Pages
SIGNATURE
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.
Dated: June 10, 1998
/s/ Helen H. Berkeley
Helen H. Berkeley, as Legal
Representative of the Estate of
Frederick D. Berkeley and as a
beneficiary under the will of
Frederick D. Berkeley
