EXHIBIT 14

                               GRAHAM CORPORATION

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

Graham Corporation expects its employees to act in accordance with the highest
standards of personal and professional integrity in all aspects of their
activities, to comply with all applicable laws, rules and regulations, to deter
wrongdoing and abide by policies and procedures adopted by the Company that
govern the ethical conduct of its employees. Specifically, and in addition to
any other Company policies, the Company requires that the Chief Executive
Officer, the Chief Financial Officer, the Controller and any other senior
financial officers whom the Company may employ (collectively, the "Senior
Financial Officers") comply with both the letter and spirit of the following:

1.       Each Senior Financial Officer shall act at all times honestly and
         ethically. Each Senior Financial Officer is obligated to act in the
         best interests of the Company and to handle actual or apparent
         conflicts of interest between personal and professional relationships
         ethically, with common sense and good judgment.

2.       Each Senior Financial Officer is responsible to take all reasonable and
         necessary steps within his or her area of responsibility to provide
         full, fair, accurate, timely and understandable disclosure in the
         reports and documents that the Company files with or submits to the SEC
         and in other public communications made by the Company. Accordingly,
         each Senior Financial Officer must promptly bring to the attention of
         the General Counsel and the Chairman of the Audit Committee any
         information of which he or she may become aware that may compromise the
         sufficiency or accuracy of such filings, submissions or disclosures, or
         which may make any of them misleading.

3.       The Senior Financial Officers shall conduct Company business in
         compliance with all applicable federal, state, foreign and local laws
         and regulations. Each Senior Financial Officer shall promptly bring to
         the attention of the Chairman of the Audit Committee and the General
         Counsel any information he or she may have concerning evidence of a
         material violation of the securities or other laws, rules or
         regulations applicable to the Company.

4.       Each Senior Financial Officer shall promptly bring to the attention of
         the Chairman of the Audit Committee and the General Counsel (a) any
         information he or she may have concerning significant deficiencies in
         the design or operation of internal controls which could adversely
         affect the Company's ability to record, process, summarize and report
         financial data, or (b) any information he or she may have concerning
         any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Company's financial
         reporting, disclosures or internal controls.





5.       Each Senior Financial Officer shall promptly bring to the attention of
         the Chairman of the Audit Committee and the General Counsel any
         information he or she may have concerning any violation of any Company
         policies regarding business conduct and ethics, including this Code of
         Ethics for Senior Financial Officers.

6.       The Audit Committee of the Board of Directors of the Company shall be
         responsible for the administration of this Code of Ethics for Senior
         Financial Officers and shall have sole authority to grant waivers of
         its provisions. Waivers will be disclosed as required by the Securities
         Exchange Act of 1934, as amended and the rules thereunder and the
         applicable rules of the American Stock Exchange. The Audit Committee
         will assess compliance with this Code, report material violations to
         the Board of Directors, and recommend to the Board appropriate action.
         Any such action shall be reasonably designed to deter wrongdoing and to
         promote accountability for adherence to this Code, and may include
         disciplinary action up to and including termination of employment with
         the Company.

7.       Any Senior Financial Officer reporting a violation of this Code to the
         Chairman of the Audit Committee and the General Counsel may choose to
         remain anonymous to any other party who may be involved in the
         evaluation of his or her report. The Company will not tolerate
         retaliation against any employee who reports, in good faith, a
         violation or suspected violation of this Code.

                                 ACKNOWLEDGMENT

I acknowledge that I have received and read the Graham Corporation Code of
Ethics for Senior Financial Officers, understand it in its entirety and agree to
abide by it. I further acknowledge that it is my responsibility to seek
clarification from the Company's General Counsel if any application of the code
to a particular circumstance is not clear. I understand that my continued
employment with the Company requires me to fully adhere to this code and that
failure to do so can result in disciplinary action up to and including
termination of my employment with the Company.

Signature:                                  Date:
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Name:                                       Title:
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