SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRABER DON R

(Last)

(First)

(Middle)

PRECISION CASTPARTS CORP.

4650 S.W. MACADAM SUITE #440

(Street)

PORTLAND

97239

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRECISION CASTPARTS CORP [ PCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2005		J		0	A	$0.00	4,982.2946⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$11.125⁽³⁾	09/08/2005		J		0		08/07/1997⁽²⁾	08/07/2006	Common Stock	0	$0.00	4,000⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$15.8438⁽⁴⁾	09/08/2005		J		0		08/16/1998⁽²⁾	08/16/2007	Common Stock	0	$0.00	4,000⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$11.125⁽³⁾	09/08/2005		J		0		08/05/1999⁽²⁾	08/05/2008	Common Stock	0	$0.00	4,000⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$9.625⁽⁵⁾	09/08/2005		J		0		08/04/2000⁽²⁾	08/04/2009	Common Stock	0	$0.00	4,000⁽⁵⁾	D
Non-Qualified Stock Option (right to buy)	$17.0313⁽⁶⁾	09/08/2005		J		0		08/16/2001⁽²⁾	08/16/2010	Common Stock	0	$0.00	4,000⁽⁶⁾	D
Non Qualified Stock Option (right to buy)	$16.775⁽⁷⁾	09/08/2005		J		0		08/15/2002⁽²⁾	08/15/2011	Common Stock	0	$0.00	2,000⁽⁷⁾	D
Non-Qualified Stock Option (right to buy)	$11.41⁽⁸⁾	09/08/2005		J		0		08/15/2003⁽²⁾	08/15/2012	Common Stock	0	$0.00	4,000⁽⁸⁾	D
Non-Qualified Stock Option (right to buy)	$15.775⁽⁹⁾	09/08/2005		J		0		08/13/2004⁽²⁾	08/13/2013	Common Stock	0	$0.00	4,000⁽⁹⁾	D
Phantom Stock	⁽¹⁰⁾	09/08/2005		J		0		⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,000⁽¹¹⁾	$0.00	2,000⁽¹¹⁾	D

Explanation of Responses:

1. On September 8, 2005, the common stock of Precision Castparts Corp. split 2-for-1, resulting in the reporting person's acquisition of 2,491.1473 shares of common stock.

2. This option vests in four equal annual installments on each of the first 4 anniversaries of the grant date.

3. Option was previously reported as covering 2,000 shares at an exercise price of $22.25 per share, but was adjusted to reflect the stock split on September 8, 2005.

4. Option was previously reported as covering 2,000 shares at an exercise price of $31.6875 per share, but was adjusted to reflect the stock split on September 8, 2005.

5. Option was previously reported as covering 2,000 shares at an exercise price of $19.25 per share, but was adjusted to reflect the stock split on September 8, 2005.

6. Option was previously reported as covering 2,000 shares at an exercise price of $34.0625 per share, but was adjusted to reflect the stock split on September 8, 2005.

7. Option was previously reported as covering 1,000 shares at an exercise price of $33.55 per share, but was adjusted to reflect the stock split on September 8, 2005.

8. Option was previously reported as covering 2,000 shares at an exercise price of $22.82 per share, but was adjusted to reflect the stock split on September 8, 2005.

9. Option was previously reported as covering 2,000 shares at an exercise price of $31.55 per share, but was adjusted to reflect the stock split on September 8, 2005.

10. Each Phantom Stock Unit is convertible into one share of PCC common stock.

11. Phantom Stock Units are to be settled i cash or shares of PCC common stock following the reporting person's termination of employment with PCC. The stock split on September 8, 2005 resulted in the reporting person's acquisition of 1,000 Phantom Stock Units.

	POA: Geoffrey A. Hawkes	09/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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