11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission File Number 333-68583

A.                 Full title of the plan and the address of the plan, if different from that of the issuer named below:

Hawk Corporation 401(k) Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

HAWK CORPORATION

200 Public Square, Suite 1500, Cleveland, Ohio 44114

 (216) 861-3553

Hawk Corporation 401(k) Retirement Plan

Audited Financial Statements and Supplemental Schedule

December 31, 2007 and 2006 and

Year Ended December 31, 2007

Table of Contents

Report of Independent Registered Public Accounting Firm	3
Audited Financial Statements
Statements of Net Assets Available for Benefits	4
Statement of Changes in Net Assets Available for Benefits	5
Notes to Financial Statements	6
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	12
Exhibit Index
Signatures	13
Consent of  Independent Registered Public Accounting Firm	14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator

Hawk Corporation 401(k) Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the Hawk Corporation 401(k) Retirement Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

	By:	/s/ Grant Thornton LLP
Cleveland, Ohio
June 19, 2008

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 Hawk Corporation 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

	December 31
	2007		2006
Assets
Investments, at fair value:
Pooled separate accounts	$	12,846,068	$	20,664,376
Mutual funds		1,067,702		1,412,051
Hawk Corporation common stock		1,017,672		1,075,798
Guaranteed Income Fund, at contract value which approximates fair value		4,517,265		8,018,087
Participant loans		-		55,345
Total investments		19,448,707		31,225,657
Contributions receivable:
Company		756,170		1,003,736
Employee		155,571		294,758
		911,741		1,298,494
Net assets available for benefits	$	20,360,448	$	32,524,151

See notes to financial statements.

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Hawk Corporation 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2007

Additions:
Investment income:
Net realized and unrealized appreciation in fair value of investments	$	1,722,327
Interest income		209,445
		1,931,772
Contributions:
Company		1,142,952
Employee		1,722,621
Employee rollovers		85,098
		2,950,671
Total additions		4,882,443
Deductions:
Distributions		2,275,025
Direct rollovers		14,763,396
Participant direct charges		7,725
Total deductions		17,046,146
Net decrease		(12,163,703	)
Net assets available for benefits at beginning of year		32,524,151
Net assets available for benefits at end of year	$	20,360,448

See notes to financial statements.

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

1.           Description of the Plan

General

The following description of the Hawk Corporation 401(k) Retirement Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

The Plan was originally established on August 1, 1981 as a defined contribution plan.  The Plan was amended and restated in its entirety effective January 1, 2004 and is intended to qualify as a profit-sharing plan maintained for the exclusive benefit of eligible employees.

On February 2, 2007 Hawk Corporation (the Company and Plan Sponsor) sold its precision components business segment, which impacted approximately 600 Plan participants.  In February 2007, former employees of the precision components business segment were terminated from the Plan and provided with an option to: 1) rollover their plan asset balances into the acquiring company’s 401(k) plan or an investment alternative, 2) receive a distribution of their Plan asset balances from the Plan, or 3) continue to maintain their Plan asset balances in the Plan.  In addition, to the extent not yet vested, these participants became fully vested in their account balances on the date of termination.

Effective May 1, 2007, employees of the Company become eligible for participation as of the next enrollment date (as defined by the Plan) following the date he or she becomes an employee of the Company.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).  Recordkeeping for the Plan is performed by Prudential Retirement Insurance and Annuity Company (Prudential).

Contributions

Participants may elect to contribute 1% to 50% of their regular pre-tax compensation up to 100% of any special bonuses/incentive compensation to the Plan subject to maximum limitations set by the Internal Revenue Code (the Code).  Participants may also contribute amounts representing distributions from other qualified plans, commonly referred to as rollover contributions.

Participants who will attain age 50 or older by the end of the year may make catch-up deferral contributions in excess of 50% of total compensation not to exceed the catch-up limitations set by the Code.

The Plan was amended as of May 1, 2007 to implement an automatic enrollment feature under which employees hired on or after May 1, 2007 are automatically enrolled in the Plan at a participant tax deferred contribution rate of 3% of the participants’ eligible compensation unless they elect not to contribute to the Plan or to contribute at a different contribution rate within a prescribed period of time (as defined by the Plan).  In addition, the tax deferred contribution rate for participants who become eligible for the Plan on or after May 1, 2007 will automatically increase by 1% annually commencing March 1, 2008, up to 6% of eligible compensation, unless the participant elects against the increase as permitted under the Plan.

The Company makes a matching contribution equal to 50% of the participant’s tax deferred contributions up to 6% of the participant’s eligible compensation, as defined.

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

Contributions - - continued

On May 31, 2006, the Company elected to freeze one of its defined benefit pension plans.  Former participants of this defined benefit pension plan became eligible to receive supplemental Company contributions of 1% of eligible compensation into the Plan in 2006, 2007 and 2008.  The supplemental Company contribution for the Plan year ended December 31, 2007 was $105,276.

The Plan also allows for discretionary contributions by the Company. The Company made discretionary contributions of $593,602 and $780,629 in March 2008 and 2007, respectively, for the 2007 and 2006 Plan years.

Forfeitures are used to reduce future Company contributions.  At December 31, 2007 and 2006, there were $24,380 and $77,428, respectively, of forfeitures available to reduce future contributions.  Company contributions for the year ended December 31, 2007 are net of $181,252 in forfeitures.

Participant Accounts

Each participant’s account is credited with the participant’s contributions, matching contributions, and allocations of (a) the Company’s discretionary contributions, if any, and (b) Plan net earnings.

Allocations are based on participant compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting and Distributions

Participants are immediately vested in their contributions plus actual earnings thereon.

Each active participant in the Plan prior to December 2003 and each participant in the Tex Racing Enterprises, Inc. 401(k) Profit Sharing Plan (Racing Plan) prior to December 31, 2005 became 100% vested in all Company contributions plus actual earnings thereon to the extent they were not fully vested prior to that date.  All other employees become vested in Company matching and discretionary contributions, plus actual earnings thereon, based upon years of credited service, becoming 100% vested after five years based on a graded vesting schedule.

Distributions from a participant’s account are limited to termination of employment, death, retirement or proven hardship.

Investment Options

The Plan’s funds are primarily held in a group annuity contract issued by Prudential. Upon enrollment in the Plan, a participant may direct Company and employee contributions in any of several investment fund options offered by the Plan, including Hawk Corporation common stock.  If a participant does not specifically choose an investment option, all Company and employee contributions will be invested in the Lifetime Growth Fund until re-directed by the participant.  Participants may change their investment options and transfer funds between investment options daily, subject to limitations agreed upon by the Plan and Prudential.

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

Payment of Benefits

In the case of normal retirement, death, permanent disability or termination prior to retirement, a participant may elect to receive the payout of their vested account balance in the form of installments, an annuity or a lump sum.

Participant Loans

Effective January 1, 2004, no new loans were permitted by the Plan.  As of December 31, 2007, there are no remaining loans outstanding.  Interest rates for loans outstanding as of December 31, 2006 ranged from 5.25% to 10.5%.

Expenses

The Plan Sponsor pays substantially all costs of Plan administration.  Brokers’ fees are reflected in the net investment return in each participant’s account.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, rather it applies whenever existing accounting pronouncements require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007.  The Company does not expect that theadoption of SFAS 157 will have a material impact on the Plan’s financial statements.

2.           Summary of Accounting Policies

The Plan’s financial statements are reported on the accrual basis of accounting.

Investment Valuation – Guaranteed Income Fund

The Plan has entered into an investment contract, the Guaranteed Income Fund (Fund), with Prudential.  Prudential maintains the contributions to this Fund in a general account, which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses.  The fund is fully benefit-responsive.

As described in FASB Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.  The Statement of Net Assets Available for Benefits presents the Fund at contract value, which approximates fair value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

Investment Valuation – Guaranteed Income Fund - continued

Contract value represents contributions made under the contract, plus earnings and transfers in, less participant withdrawals, administrative expenses and transfers out.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  However, Prudential has the right to defer certain  disbursements (excluding retirement, termination, and death or disability disbursements) or transfers from the Fund when total amounts disbursed from the pool in a given calendar year exceed 10% of the total assets in that pool on January 1 of that year.

There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The average yield and crediting interest rates were approximately 3.70% and 3.45% for 2007 and 2006, respectively.  The crediting interest rate is based on a formula agreed upon with the issuer, based on the yields of the underlying investments and considering factors such as projected investment earnings, the current interest environment, investment expenses, and a profit and risk component.  The rate may never be less than 1.50% nor may it be reduced by more than 2.10% during any calendar year.  Interest rates are declared in advance and guaranteed for six month periods.

Investment Valuation – All Other Investments

Mutual fund balances and Hawk Corporation common stock are stated at quoted market prices.  Investments in pooled separate accounts are stated at fair value as determined by the unit value reported by Prudential on the last business day of the Plan year.  All investments of the Plan are fully participant-directed.

Participant loans are valued at their outstanding balance, which approximates fair value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3.           Investments

During 2007, the Plan’s investments (including investments purchased, sold, as well as held, during the year) appreciated in fair value as follows:

Pooled separate accounts	$	1,203,424
Mutual funds		195,894
Hawk Corporation common stock		323,009
	$	1,722,327

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

3.           Investments - - continued

The fair value of individual investments that represent 5% or more of the Plan’s net assets are as follows:

	December 31
	2007		2006
Guaranteed Income Fund	$	4,517,265	$	8,018,087
Lifetime Growth Fund		1,161,153		2,126,221
Lifetime Balanced Fund 1		-		3,349,609
Lifetime Conservative Fund 1		-		2,337,254
Dryden S&P 500 Index Fund		1,952,737		2,842,963
Oppenheimer Global Fund		1,560,636		2,113,995
Large Cap Growth/Waddel and Reed Fund		1,364,316		1,778,260
Hawk Corporation Common Stock 2		1,017,672		-
Calamos Growth Fund A 2		1,067,672		-

1December 31, 2007 fair value is less than 5% of the Plan’s net assets.

2December 31, 2006 fair value was less than 5% of the Plan’s net assets.

4.           Plan Termination

Although it has not expressed any intention to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, each participant will become 100% vested in the value of employer contributions (including earnings (losses) thereon), and all participant account balances would be distributed based upon the value of the participant’s account balance on the termination date.

5.           Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities, in general, are exposed to various risks such as interest rate, credit and overall market volatility risk.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

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Hawk Corporation 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2007 and 2006 and

Year Ended December 31, 2007

6.           Income Tax Status

The Plan is a tax-qualified retirement plan under Code Section 401(a), with a qualified cash or deferred arrangement under Code Section 401(k).  The Plan is an adopted form of the PDS Tax Qualified 401(k) Savings Plan and Trust Agreements Volume Submitter Plan (Volume Submitter Plan).  The Volume Submitter Plan obtained an opinion letter from the IRS dated February 6, 2002, which stated that the language of the Volume Submitter Plan was in compliance with the applicable requirements of the Code.  The Plan received a determination letter from the Internal Revenue Service dated January 10, 2006 covering changes in the adopted Plan document that differ from the text of the Volume Submitter Plan.  The Company believes that the Plan is currently being administered in compliance with the applicable requirements of the Code.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

7.           Transactions with Parties-in-Interest

Transactions in shares of Hawk Corporation common stock qualify as party-in-interest transactions under the provisions of ERISA for which a statutory exemption exists.  At December 31, 2007 and 2006, the Plan held 56,475 and 89,875 shares of Hawk Corporation common stock, respectively, representing 5.0% and 3.3%, respectively, of the total net assets of the Plan.

Certain Plan investments are shares of mutual funds managed by Prudential.  Prudential is the trustee as defined by the Plan, and therefore these transactions qualify as party in interest transactions. The Plan also previously permitted loans to participants, which also qualify as party in interest transactions. Such transactions are exempt from being prohibited transactions.

8.           Subsequent Events

Effective January 1, 2008, the Plan was amended to increase the Company matching contribution to 75% of the participant’s tax deferred contributions up to 6% of the participant’s eligible compensation, as defined.

On May 30, 2008 the Company sold Tex Racing Enterprises, Inc. (Racing), which impacted approximately 40 Plan participants.  Employees of Racing were terminated from the Plan on May 30, 2008 and provided with an option to: 1) rollover their plan asset balances into the acquiring company’s 401(k) Plan or an investment alternative, 2) receive a distribution of their asset balances from the Plan, or 3) continue to maintain their asset balances in the Plan.  In addition, to the extent not yet vested, these participants became fully vested in their account balances on the date of termination.

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Hawk Corporation 401(k) Retirement Plan

Employer Identification Number: 34-1608156

Plan Number: 001

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

December 31, 2007

	Identity of Issue, Borrower, Lessor, or Similar Party/Description of Investment	Current Value
*	Prudential Insurance Retirement and Annuity Company - Group Annuity Contract:
	Guaranteed Income Fund	$	4,517,265
	Pooled Separate Accounts -
	Dryden S&P 500 Index Fund	$	1,952,737
	International Blend/Munder Capital Fund		823,710
	Lifetime Aggressive Fund		692,512
	Lifetime Growth Fund		1,161,153
	Lifetime Balanced Fund		962,144
	Lifetime Conservative Fund		546,277
	Lifetime Income & Equity Fund		364,245
	Large Cap Growth/Waddel & Reed Fund		1,364,316
	Large Cap Value/AJO Fund		591,528
	Mid Cap Value/Wellington Management Fund		535,256
	Mid Cap Growth/Artisan Partners Fund		1,008,277
	Oppenheimer Global Fund		1,560,636
	Small Cap Value/MEA Fund		408,395
	Small Cap Growth/TimesSquare Fund		340,258
	Core Bond Enhanced Index Fund		534,624
	Total Pooled Separate Accounts	$	12,846,068
*	Hawk Corporation common stock	$	1,017,672
	Mutual Fund:  Calamos Growth Fund A	$	1,067,702
		$	19,448,707

* Represents a party-in-interest to the Plan.

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EXHIBIT INDEX

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.

	HAWK CORPORATION 401(K) RETIREMENT PLAN
Date: June 24, 2008	By:	/s/ Thomas A. Gilbride
		Thomas A. Gilbride
		Plan Administrator

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 19, 2008, accompanying the financial statements included in the Annual Report of the Hawk Corporation 401(k) Retirement Plan on Form 11-K for the year ended December 31, 2007.  We hereby consent to the incorporation by reference of said report in the Post-Effective Amendment No. 2 to the Registration Statement of Hawk Corporation Form S-8 (File No. 333-68583, effective June 23, 2004).

/s/ Grant Thornton LLP

Cleveland, Ohio

June 19, 2008

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