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"1946 Seventh and Eighth Graders of Waterman School"
The back of the photo is hard to read and located at http://i97.photobucket.com/albums/l238/clickyfri/CCI02142008_00001.jpg
"The teacher is Mr. Duffalo"
From what I can read, it starts at the bottom left with Stella Admasky, Margia Kolish, Stella Macella, Betty Kemer*, Dorothy M, Dorothy Plunchincy*, Betty Gorda, Margert Steel**, Mary Bellas, Gertrude Davis, Mary Ann Graham, Norman Andrew, George Rochella, Ethel Fletcher, Doris Albright (my grandmother), Gean Gray, Bernerdene* M., Verna Telerovigle*, Mary ~black space~, John Domono, Lee Albright, Lenord Kellstouch*, ~blank space~ Bert Fairman***, Sam Steel, Joe Murnack, Bill Fairman****, Circel Lara??n*, Wendell Gray*, Billy Blystone*, Ed Cippon???m*, Edward Admasky, Ken Fletcher, John Admasky, John Rice
*Hard to make out
***I think Doris Albright's sister might have married him
****might be two seperate names. There's a comma between them but it's so close that it might have just been a mark