UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended March 31, 2005
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from                      to                     .

COMMISSION FILE NUMBER 1-8462

GRAHAM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE		16-1194720
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
20 Florence Avenue, Batavia, New York		14020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (585) 343-2216

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Name of Exchange on Which Registered
Common Stock, par value $.10		American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
Common Stock Purchase Rights

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2004, the last business day of the Registrant’s most recently completed second fiscal quarter, was $17,615,879. The market value calculation was determined using the closing price of the Registrant’s Common Stock on September 30, 2004, as reported on the American Stock Exchange.

As of September 19, 2005, there were outstanding 1,799,882 shares of the Registrant’s common stock, $.10 par value.

 

 

Explanatory Note

     The purpose of this Form 10-K/A is to amend Part II, Item 6 of Graham Corporation’s (the “Company’s”) Annual Report on Form 10-K (the “Form 10-K”) for its fiscal year ended March 31, 2005, as filed with the Securities and Exchange Commission on June 23, 2005. Except as set forth in this Form 10-K/A, this Form 10-K/A does not reflect any events that occurred after the filing of the Form 10-K or modify, amend or update any disclosures contained in the Form 10-K to reflect any subsequent events. Except as set forth in this Form 10-K/A, the Company is not making any changes to, or updating any disclosures contained in, the Form 10-K.

     Part II, Item 6 of the Form 10-K presented ten years of selected financial data, of which fiscal years 2004 and 2003 were restated to reflect the results of Graham Vacuum and Heat Transfer Limited (“GVHT”) and its subsidiaries as a discontinued operation. As reported in the Form 10-K, the Company’s Board of Directors approved a plan to dispose of GVHT in March 2005, and the liquidation of GVHT was completed in May 2005. The Company is filing this amendment on Form 10-K/A to: (i) reduce the number of years of selected financial data presented in Part II, Item 6 from ten to five; (ii) eliminate the graphic presentation which was included in Part II, Item 6 of the Form 10-K; and (iii) reflect the operations of GVHT and all its subsidiaries as a discontinued operation for all five years presented. In addition, this Form 10-K/A also updates Item Part II, Item 9A to reflect management’s affirmative conclusion that the changes reflected in Part II, Item 6 of this Form 10-K/A are not the result of any material weakness.

     Part II, Item 6. Selected Financial Data

		GRAHAM CORPORATION – FIVE YEAR REVIEW
		In Thousands (Except Per Share Data)
Operations:		2005				2004(2)(3)				2003(2)(3)				2002(2)(3)				2001(2)(3)
Net Sales		$	41,333			$	37,508			$	44,511			$	41,085			$	40,664
Gross Profit			7,540				5,890				7,297				7,272				8,213
Gross Profit Percentage			18	%			16	%			16	%			18	%			20	%
Income (Loss) From Continuing Operations			296				(832	)			148				1,738				122
Dividends			334				327				254
Common Stock:
Basic (Loss) Earnings From Continuing Operations Per Share			.17				(.51	)			.09				1.05				.08
Diluted (Loss) Earnings From Continuing Operations Per Share			.17				(.51	)			.09
Quarterly Dividend Per Share			.05				.05				.05				1.04				.08
Market Price Range of Common Stock			17.80-10.70				11.70-7.06				11.00-6.84				14.80-7.25				12.94-7.06
Common Stock – Pro Forma Post-Split Basis(1):
Basic (Loss) Earnings From Continuing Operations Per Share			.09				(.25	)			.04				.53				.04
Diluted (Loss) Earnings From Continuing Operations Per Share			.09				(.25	)			.04
Quarterly Dividend Per Share			.025				.025				.025				.52				.04
Market Price Range of Common Stock			8.90-5.35				5.85-3.53				5.50-3.42				7.40-3.63				6.47-3.53
Financial Data:
Working Capital			11,204				11,652				12,822				13,812				11,162
Capital Expenditures			224				249				799				607				1,025
Depreciation			768				793				797				773				754
Total Assets			33,529				35,740				38,323				43,704				36,608
Long-Term Debt			44				93				127				150				682
Shareholders’ Equity			16,578				18,102				18,836				19,636				17,137

Part II, Item 9A. Controls and Procedures

     The Company’s President and Chief Executive Officer (“CEO”) and Vice President–Finance and Chief Financial Officer (“CFO”) each have independently evaluated the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and each regards such controls as effective as of the end of the period covered by this Annual Report on Form 10-K/A.

     There have been no significant changes to the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

     As part of their evaluation, each of the Company’s CEO and CFO considered the restatement of the selected financial data presented in Part II, Item 6 included in this Form 10-K/A and concluded that such restatement was not the result of the existence of a material weakness.

Part IV, Item 15(a)(3). Exhibits and Financial Statement Schedules

       The following exhibits are filed as exhibits to this Form 10-K/A

Exhibit No.
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certifications

     Pursuant to the requirements of Section 13 or 15(d) 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
Date: September 21, 2005		By		/s/ J. Ronald Hansen
				J. Ronald Hansen
				Vice President-Finance & Administration and Chief Financial Officer (Principal Accounting Officer)
Date: September 21, 2005		By		/s/ William C. Johnson
				William C. Johnson
				President and Chief Executive Officer
				(Principal Executive Officer)

Index to Exhibits

Exhibit No.
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32		Section 1350 Certifications