SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010
December 28, 2007

  Mr. Mark R. Widmar Vice President and Chief Financial Officer Graftech International Ltd. 12900 Snow Road Parma, Ohio 44130   RE: Graftech International Ltd.
  Form 10-K for the fiscal year ended December 31, 2006
  Filed March 16, 2007   Form 10-Q for the period ended September 30, 2007
Filed November 1, 2007 File No. 1-13888
 Dear Mr. Widmar:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mark R. Widmar
Graftech International, Ltd.
December 28, 2007 Page 2  December 31, 2006 Form 10-K

Selected Financial Data, page 40

1. We see you indicate herein that your resu lts for the second and third quarter of
2006 include currency losses w ithin other expense that ar e incorrectly included in
the statement of operations related to re-measurement losses for non-dollar
denominated inter-company loans. We also  see you indicate th ese errors which
were corrected in the fourth quarter of 2006 resulted in (1) an understatement of
income from continuing operations of  $0.3 million in second quarter of 2006,
(2) an understatement of income from continuing operations of $4.4 million in third quarter of 2006 and (3) an oversta tement of income from continuing
operations of $4.7 million in the fourth quarter 2006. Finally, we see you indicated you have determined that the imp act of this item in all interim periods
was not material.  Please address the fo llowing matters with respect to the noted
errors:

• Confirm our understanding that the refere nced errors have not been corrected
either in the 2006 quarterly financial data  disclosed herein or in previously
filed 2006 interim Form 10-Qs.
• Provide us with specific details of th e timing, nature and amount of each error,
why you believe they occurred and when they were discovered.
• Provide us with more information as to how you concluded the referenced
errors were not material either to th e quarters they originated in or were
corrected.  Tell us how you considered  the guidance at paragraph 29 of APB
28 and SAB 108.  Also, discuss your consideration of the guidance at SFAS
154.  In this regard, make sure you sp ecifically address why you believe the
disclosed errors were not quantitativel y material to your 2006 third and fourth
quarter earnings.
• Provide us with additional information about the changes discussed in the
“Update to Previously Released Preliminary Unaudited Results” section of the
filing on page 44, including whether the e rrors disclosed herein are related to
the changes.
• Tell us how the occurrence of  the noted errors factored into your assessments
of and conclusions about the effec tiveness of your internal controls.

Financial Statements and Supplementary Data, page 65

(2) Summary of Significant Accounting Policies, page 75
 Foreign Currency Translation, page 78

Mark R. Widmar
Graftech International, Ltd.
December 28, 2007 Page 3  2. We note the disclosures herein of  your accounting policy for non-dollar
denominated inter company loans between  GrafTech Finance and some of your
foreign subsidiaries.  Please provide us w ith an analysis of how your stated policy
complies with GAAP.  It appears that your current policy is based on the guidance at paragraph 20 of SFAS 52.  Please conf irm our understanding and provide the
specific references to this or any other authoritative literatu re that supports the
accounting policy disclosed herein.  Fina lly, tell us why your consolidated
financial statements reflect “re- measurement” gains or losses on inter company
loans.
 September 30, 2007 Form 10-Q

 Financial Statements, page 3

(1) Interim Financial Presentation, page 6
3. We note you indicate the results for the nine months ended September 30, 2007
include expenses associated with your fi nal purchase price adjustment related to
the sale of your cathodes business in December of 2006, which were made during
the second quarter 2007. We also note these expenses were for items identified in
the second quarter that related to the fina l purchase price settlements recorded in
the first quarter. This resulted in an 1) understatement of loss from discontinued
operations in the first quarter of 2007 in the amount of $3.8 million, $2.5 million
net of tax, and an 2) overstatement of loss from discontinued operations in the
second quarter of the same amount. Finally, we see you indicate you have
determined that the impact of this item was not material to the first quarter or
second quarter. Please address the followi ng matters with resp ect to the noted
errors:

• Confirm our understanding that the refere nced errors have not been corrected
in previously filed 2007 interim Form 10-Qs.
• Provide us with specific details of the nature an d amount of each error and
why you believe they occurred.
• Provide us with more information as to how you concluded the referenced
errors were not material either to th e quarter they originated in or were
corrected.  Tell us how you considered  the guidance at paragraph 29 of APB
28 and SAB 108.  Also, discuss your consideration of the guidance at FAS
154.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your

Mark R. Widmar
Graftech International, Ltd. December 28, 2007 Page 4  response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.
          S i n c e r e l y ,             J a y  W e b b             Reviewing Accountant