Exhibit 10.2




                       GRAHAM CORPORATION
                       20 Florence Avenue
                       Batavia, NY  14020
                         (585) 343-2216



October 29, 2004



Mr. William C. Johnson
1202 Claremont Avenue
Florence, SC  29501

Dear Bill:

Please  consider this letter as our formal offer for you to  join
Graham Corporation in the position of President and CEO.  All  of
us  on the Board of Directors feel you are the right person  for
the job and look forward to working with you as you help lead the
company in a highly successful profitable growth direction.   Our
offer to you is as follows:

       Starting base salary will be $235,000 per year and this will
       be reviewed annually.

       An annual cash bonus will be paid based upon achievement of
       established target levels.  Presently, the plan offers up to 45%
       of  base  salary if certain returns on capital employed  and
       personal goals are attained.

       Options for 18,000 shares of Graham stock will be awarded at
       the time of hire.  Thereafter, awards of additional options will
       be considered at the discretion of the Stock Option Committee.
       Historically, these have averaged 6,000 shares annually for the
       CEO.

       Three weeks of paid vacation will be earned annually.  This
       will increase to four weeks after five years of employment.

       Participation in the company Blue Cross - Community  Blue
       medical plan.  This requires a partial co-pay for all employees.

       Participation in the company paid defined contribution
       pension plan.  The company pays 3.25% of base salary into the
       plan up to a government imposed limit of $210,000 per year and
       the employee has several discretionary investment options.  The
       plan becomes 100% cliff vested after five years of employment.

       Participation in the company 401K plan, which provides up to
       a 2% annual match if certain profitability goals are attained.

       Company paid term life insurance in the amount of $500,000.

2

                               GRAHAM CORPORATION


       Participation in a long-term disability program after six
       months of employment, with a maximum payout of $7,500 per month.

       Reimbursement of relocation costs for moving from Florence,
       SC to the Batavia, NY area, in accordance with Graham's corporate
       relocation policy guidelines.

       Company paid golf membership in the Stafford Country Club,
       if desired.

       Severance payment of one year's base salary in the unlikely
       event of termination, except for cause.

       No company cars are provided to Graham employees.

Once again,Bill, we look forward to your joining Graham and
please feel free to contact me at 716-674-2300 should any
questions arise or further information be desired.  Also, please
feel free to contact Ron Hansen should any clarification be
desired concerning the above referenced fringe benefit plans.  If
you are in agreement with the above, please sign a copy of this
offer and fax it to my attention at 716-674-2309.

With best regards,                                Accepted by,



/s/ Jerald D. Bidlack                            /s/ William C. Johnson
---------------------                            ----------------------
Jerald  D. Bidlack                               William C. Johnson
Chairman