UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2005 GRAHAM CORPORATION (exact name of registrant as specified in Charter) Delaware 1-8462 16-1194720 -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 20 Florence Avenue, Batavia, New York 14020 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (585) 343-2216 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the -- Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the -- Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) -- under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) -- under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition --------------------------------------------- On January 28, 2005, Graham Corporation issued a press release announcing results of operations for the fiscal quarter ended December 31, 2004. A copy is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit Number Description of Exhibits -------------- ----------------------- 99.1 Press Release dated January 28, 2005 announcing earnings for the fiscal quarter ended December 31, 2004 The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements 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 (Registrant) Date: February 2, 2005 By /s/ J. Ronald Hansen _______________________ -------------------- J. Ronald Hansen Vice President - Finance & Administration and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description of Exhibits -------------- ----------------------- 99.1 Press Release dated January 28, 2005 announcing earnings for the fiscal quarter ended December 31, 2004