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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
 ANNUAL REPORT
PURSUANT TO SECTIONS 13 OF 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
March 31, 2005o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from

to
.
 COMMISSION
FILE NUMBER 1-8462
 GRAHAM CORPORATION
 
  DELAWARE
    
    16-1194720(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)20 Florence Avenue, Batavia, New York
    
    14020(Address of Principal Executive Offices)
    
    (Zip Code)
 (585) 343-2216
  Title of Class
    
    Name of Exchange on Which RegisteredCommon Stock, par value $.10
    
    American Stock Exchange
  Title of Class
  þ o
 þ
 o þ
 o þ




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TABLE OF CONTENTS  Part II, Item 6. Selected Financial DataPart II, Item 9A. Controls and ProceduresPart IV, Item 15(a)(3). Exhibits and Financial Statement SchedulesIndex to ExhibitsExhibit 31.1 Certification 302-CEOExhibit 31.2 Certification 302-CFOExhibit 32 Certifications-CEO and CFO    Table of Contents  Explanatory Note
  Form
10-K, Form 10-K/A




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Part II, Item 6. Selected Financial Data
 GRAHAM CORPORATION  FIVE YEAR REVIEWIn 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
    
    
    $
    40,664Gross Profit
    
    
    7,540
    
    
    
    5,890
    
    
    
    7,297
    
    
    
    7,272
    
    
    
    8,213Gross Profit Percentage
    
    
    18
    %
    
    
    16
    %
    
    
    16
    %
    
    
    18
    %
    
    
    20
    %Income (Loss) From
Continuing Operations
    
    
    296
    
    
    
    (832
    )
    
    
    148
    
    
    
    1,738
    
    
    
    122Dividends
    
    
    334
    
    
    
    327
    
    
    
    254Common Stock:Basic (Loss) Earnings
From Continuing
Operations Per Share
    
    
    .17
    
    
    
    (.51
    )
    
    
    .09
    
    
    
    1.05
    
    
    
    .08Diluted (Loss)
Earnings From
Continuing Operations
Per Share
    
    
    .17
    
    
    
    (.51
    )
    
    
    .09Quarterly
Dividend Per Share
    
    
    .05
    
    
    
    .05
    
    
    
    .05
    
    
    
    1.04
    
    
    
    .08Market Price Range of
Common Stock
    
    
    17.80-10.70
    
    
    
    11.70-7.06
    
    
    
    11.00-6.84
    
    
    
    14.80-7.25
    
    
    
    12.94-7.06Common Stock  Pro Forma Post-Split Basis(1):Basic (Loss) Earnings
From Continuing
Operations Per Share
    
    
    .09
    
    
    
    (.25
    )
    
    
    .04
    
    
    
    .53
    
    
    
    .04Diluted (Loss)
Earnings From
Continuing Operations
Per Share
    
    
    .09
    
    
    
    (.25
    )
    
    
    .04Quarterly
Dividend Per Share
    
    
    .025
    
    
    
    .025
    
    
    
    .025
    
    
    
    .52
    
    
    
    .04Market Price Range of
Common Stock
    
    
    8.90-5.35
    
    
    
    5.85-3.53
    
    
    
    5.50-3.42
    
    
    
    7.40-3.63
    
    
    
    6.47-3.53Financial Data:Working Capital
    
    
    11,204
    
    
    
    11,652
    
    
    
    12,822
    
    
    
    13,812
    
    
    
    11,162Capital Expenditures
    
    
    224
    
    
    
    249
    
    
    
    799
    
    
    
    607
    
    
    
    1,025Depreciation
    
    
    768
    
    
    
    793
    
    
    
    797
    
    
    
    773
    
    
    
    754Total Assets
    
    
    33,529
    
    
    
    35,740
    
    
    
    38,323
    
    
    
    43,704
    
    
    
    36,608Long-Term Debt
    
    
    44
    
    
    
    93
    
    
    
    127
    
    
    
    150
    
    
    
    682Shareholders Equity
    
    
    16,578
    
    
    
    18,102
    
    
    
    18,836
    
    
    
    19,636
    
    
    
    17,137
 
 (1)
    
    The pro forma per share data reflects a two-for-one stock split in the nature of a stock
dividend with a record date of September 1, 2005 and a payment date of on or about October 3,
2005.(2)
    
    The financial data presented for 2004-2001 has been restated to reflect the results of Graham
Vacuum and Heat Transfer Limited as discontinued operations, as discussed in Note 2 to the
Consolidated Financial Statements.(3)
    
    The financial data presented for 2004-2003 has been restated to reflect the change in
accounting for revenue recognition, as discussed in Note 1 to the Consolidated Financial
Statements. The financial data presented for 2002-2001 has not been restated for this item as
the effect was immaterial. -1-




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Part II, Item 9A. Controls and Procedures
    -2-




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Part IV, Item 15(a)(3). Exhibits and Financial Statement Schedules
  Exhibit No.31.1
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer32.1
    
    Section 1350 Certifications
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Graham CorporationDate: September 21, 2005
    
    By
    
    /s/ J. Ronald HansenJ. Ronald HansenVice President-Finance &
Administration and Chief Financial Officer (Principal Accounting Officer)Date: September 21, 2005
    
    By
    
    /s/ William C. JohnsonWilliam C. JohnsonPresident and Chief Executive Officer(Principal Executive Officer)
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Index to Exhibits
 Exhibit No.31.1
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer32
    
    Section 1350 Certifications
 -5-