UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Graham Corporation Title of Class of Securities: Common Stock CUSIP Number: 384556106 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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 ("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). 1. Name of Reporting Person I.R.S. Identification No. of Above Person Bentley Capital Management, Inc. Tax ID: 13-3641705 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- 6. Shared Voting Power: 91,100 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 91,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 91,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person IA 1. Name of Reporting Person I.R.S. Identification No. of Above Person Gerald Levine 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization U.S.A Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- -2- 6. Shared Voting Power: 91,100 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 91,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 91,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person IN 1. Name of Reporting Person I.R.S. Identification No. of Above Person Robert M. Sussman 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization U.S.A Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- 6. Shared Voting Power: 91,100 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: -3- 91,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 91,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person IN 1. Name of Reporting Person I.R.S. Identification No. of Above Person Debra L. Hagan 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Citizenship or Place of Organization U.S.A Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- 6. Shared Voting Power: 91,100 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 91,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 91,100 -4- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: Graham Corporation (the "Company") (b)Address of Issuer's Principal Executive Offices: 20 Florence Avenue Batavia, New York 14020-3318 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: The principal business address of each of Bentley Capital Management, Inc. ("Bentley Capital"), a New York Corporation, and Gerald Levine, Robert M. Sussman and Debra L. Hagan, each a U.S. citizen, is 520 Madison Avenue, 41st Floor, New York, New York 10022. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 384556106 Item 3. This statement is being filed pursuant to Rule 13d-1(c). Item 4. Ownership. (a) Amount Beneficially Owned: 91,100 (b) Percent of Class: 5.4% (c) 91,100 shares with shared power to vote, direct the vote, dispose of or direct the disposition of. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4. -5- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of the Group. Not Applicable. Item 10. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -6- 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. Bentley Capital Management, Inc. By: /s/ ROBERT M. SUSSMAN February 18, 1998 _________________________ ___________________ Name: Robert M. Sussman Date Title: President Gerald Levine /s/ GERALD LEVINE _________________________ Robert M. Sussman /s/ ROBERT M. SUSSMAN _________________________ Debra L. Hagan /s/ DEBRA L. HAGAN _________________________ -7- 00679001.AJ6