8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

Date of Report: December 22, 2006

(Date of earliest event reported)

Hawk Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13797	34-1608156
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 Public Square, Suite 1500, Cleveland, Ohio 44114

(Address of principal executive offices including zip code)

(216) 861-3553

(Registrant’s telephone number, including area code)

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:

¨ 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 8.01.Other Events.

On December 22, 2006, Hawk Corporation issued a press release regarding an informal inquiry from the staff of the Securities and Exchange Commission requesting that Hawk voluntarily produce documents and information. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is also available at Hawk’s website at www.hawkcorp.com.

Item 9.01.Financial Statements and Exhibits.

(c)   Exhibits

99.1Hawk Corporation Press Release dated December 22, 2006

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 hereunto duly authorized.

Date:December 22, 2006HAWK CORPORATION

By:

Thomas A. Gilbride

Vice President - Finance

and Treasurer

EXHIBIT INDEX

Exhibit NumberDescription

99.1Hawk Corporation Press Release dated December 22, 2006

EX-99.1

                  EXHIBIT 99.1

Hawk Announces Government Inquiry

CLEVELAND, Ohio - December 22, 2006 - Hawk Corporation (AMEX:HWK) announced today that it has received an informal inquiry from the staff of the Securities and Exchange Commission requesting that Hawk voluntarily produce documents and information. The SEC staff is requesting information regarding Hawk’s preparations for compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In addition, the SEC is seeking information regarding transactions in Hawk’s common stock on June 30, 2006 by a stockholder that is not affiliated with the Company and the impact of those transactions as to when Hawk would be required to comply with Section 404, as well as communications between Hawk and third parties regarding Section 404 compliance. Hawk has also been contacted by the U.S. Department of Justice in Cleveland, Ohio in connection with the Department’s related investigation. Hawk is voluntarily cooperating with the government’s requests for documents.

Under current SEC rules based on the closing price of Hawk’s common stock on June 30, 2006, Hawk does not have to comply with Section 404 until December 31, 2007.

The SEC and DOJ have not requested any information regarding Hawk’s accounting records or financial statements nor has any accounting or financial impropriety been alleged. Accordingly, Hawk has no reason to believe that the investigations will result in any restatement of Hawk’s financial statements for any period.

The Company

Hawk Corporation is a leading worldwide supplier of highly engineered products. Its friction products group is a leading supplier of friction materials for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, recreational and performance automotive vehicles. Through its precision components group, the Company is a leading supplier of powder metal and metal injected molded components used in industrial, consumer and other applications, such as pumps, motors and transmissions, lawn and garden equipment, appliances, small hand tools and trucks. The Company’s performance racing group manufactures clutches and gearboxes for motorsport applications and performance automotive markets. Headquartered in Cleveland, Ohio, Hawk has approximately 1,800 employees at 17 manufacturing, research, sales and administrative sites in 5 countries.

Forward Looking Statements

This press release includes forward-looking statements regarding the SEC informal inquiry and the related investigation by the DOJ. These forward-looking statements are based upon management’s expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Hawk, which could cause actual results to differ materially from such statements. Hawk cannot provide any assurance of the outcome of the SEC informal inquiry or the investigation by the DOJ. Any forward-looking statement speaks only as of the date on which such statement is made, and Hawk undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact Information

Ronald E. Weinberg, Chairman and CEO

(216) 861-3553

Hawk Corporation is online at: www.hawkcorp.com