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):  January 19, 2005

                        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))








 <Page>2
 Item  1.01.  Entry Into A Material Definitive Agreement
              ------------------------------------------

     On January 19, 2005 Graham Corporation entered into an
     Indemnification Agreement  ("Agreement") with its President
     and Chief Executive Officer, William C. Johnson.  The
     Agreement is in the form previously approved by the Company's
     Board of Directors for the Company's officers and directors.
     It provides, within certain limitations, for indemnification
     of the President and CEO for acts and omissions in his
     capacity as an officer or director of the Company to the
     extent not covered by directors' and officers' liability
     insurance, including costs incurred for defending against
     claims relating to any such acts.  A copy of the Agreement is
     filed herewith as Exhibit 10.1.





 (c)  Exhibits
<Table>
<Caption>

      Exhibit Number           Description of Exhibits
      --------------           -----------------------
      <S>                      <C>
      10.1                     Indemnification Agreement dated January 19,
                               2005 between William C. Johnson and Graham
                               Corporation
</Table>




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







<Page>3

                              EXHIBIT INDEX
<Table>
<Caption>

      Exhibit Number           Description of Exhibits
      --------------           -----------------------
      <S>                      <C>
      10.1                     Indemnification Agreement dated January 19,
                               2005 between William C. Johnson and Graham
                               Corporation

</Table>