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

                             FORM 8-K

                          CURRENT REPORT
              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 30, 2004

                        GRAHAM CORPORATION
        (exact name of registrant as specified in Charter)


Delaware                         1-8462                    16-1194720
- --------                         ------                    ----------
(State  or other jurisdiction    (Commission File Number)  (IRS Employer
 of  Incorporation)                                         Identification
                                                            Number)


            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))








     Item 1.01.      Entry into a Material Definitive Agreement
                     ------------------------------------------
     On  September  30, 2004, Graham Corporation entered  into  an
     agreement  with  Toshiba International  Corporation  settling
     litigation brought by Graham against Toshiba International in
     April  2004  alleging breach of contract.  Pursuant  to  this
     settlement   Graham  Corporation  has  accepted  payment   of
     $1,900,000  in  cancellation charges.  Graham has  agreed  to
     dismiss  its  claim  and Toshiba has agreed  to  dismiss  its
     counterclaim filed in June 2004.

     Item 8.01.      Other Events
                     ------------
     On October 4, 2004, Graham Corporation issued a press release
     announcing the settlement with Toshiba International
     Corporation. A copy is attached hereto as Exhibit 99.1
     attached hereto.

     Item 9.01       Financial Statements and Exhibits
                     ---------------------------------
     (c)   Exhibits

     Exhibit Number           Description of Exhibits
     --------------           -----------------------
           10                 Letter Agreement between Graham Corporation
                              and Toshiba International, Inc. dated
                              September 30, 2004

           99.1               Press Release dated October 4, 2004



                           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:  October 4, 2004                        By /s/ J. Ronald Hansen
                                                 ____________________

                                                 J. Ronald Hansen
                                                 Vice President - Finance
                                                 & Administration and
                                                 Chief Financial Officer





                              EXHIBIT INDEX


     Exhibit Number           Description of Exhibits
     --------------           -----------------------
           10                 Letter Agreement between Graham Corporation
                              and Toshiba International, Inc. dated
                              September 30, 2004

           99.1               Press Release dated October 4, 2004