Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Condame Jennifer R

2. Issuer Name and Ticker or Trading Symbol
GRAHAM CORP [GHM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CAO and Controller

(Last)

(First)

(Middle)

C/O GRAHAM CORPORATION, 20 FLORENCE AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2012

(Street)

BATAVIA, NY 14020

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2012		A⁽¹⁾		1,850 ⁽¹⁾	A	$ 0	6,653 ⁽²⁾ ⁽³⁾	D
Common Stock								2,506	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 7.976 ⁽⁵⁾

06/01/2010

06/01/2016

Common Stock

2,500 ⁽⁵⁾

Stock Option (Right to Buy)

$ 6.9 ⁽⁵⁾

05/31/2011

05/31/2017

Common Stock

4,974 ⁽⁵⁾

Stock Option (Right to Buy)

$ 30.875 ⁽⁵⁾

05/29/2012

05/29/2018

Common Stock

576 ⁽⁵⁾

Stock Option (Right to Buy)

$ 44.5 ⁽⁶⁾

⁽⁶⁾

07/31/2018

Common Stock

1,000 ⁽⁶⁾

Stock Option (Right to Buy)

$ 15.22 ⁽⁵⁾

05/28/2012

05/28/2019

Common Stock

2,678 ⁽⁵⁾

Stock Option (Right to Buy)

$ 15.25 ⁽⁷⁾

⁽⁷⁾

05/20/2020

Common Stock

1,609 ⁽⁷⁾

Stock Option (Right to Buy)

$ 18.65 ⁽⁸⁾

05/30/2012

3,127 ⁽⁸⁾

⁽⁸⁾

05/30/2022

Common Stock

3,127 ⁽⁸⁾

$ 0

3,127 ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Condame Jennifer R C/O GRAHAM CORPORATION 20 FLORENCE AVENUE BATAVIA, NY 14020			CAO and Controller

Signatures

/s/ Carole M. Anderson, Attorney-in-fact for Jennifer R. Condame		06/01/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This performance-vested restricted stock award was granted under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and is subject to forfeiture if certain vesting conditions are not met. The number of shares reported assumes maximum achievement of the performance criteria.
(2)	Ms. Condame previously reported her 5/26/11 performance-vested restricted stock award assuming target achievement of the performance criteria (750 shares). The award provides if maximum achievement is realized, the number of shares would double. The number of shares reported by Ms. Condame as beneficially owned has been adjusted to assume maximum achievement of the performance criteria.
(3)	Includes 518 shares acquired under the Graham Corporation Employee Stock Purchase Plan.
(4)	Shares held by the trustee of the Graham Corporation Employee Stock Ownership Plan and allocated to Ms. Condame's account, as to which Ms. Condame has sole voting power but no dispositive power, except in limited circumstances.
(5)	This option was previously reported by Ms. Condame.
(6)	This option was previously reported by Ms. Condame and is exercisable pro rata on the first, second, third and fourth anniversaries of the 7/31/08 grant date.
(7)	This option was previously reported by Ms. Condame and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the 5/20/2010 grant date.
(8)	This option was granted under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value in a transaction exempt under Rule 16b-3 and is exercisable 33 1/3% per year over three years beginning on the first anniversary of the grant date.

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