SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE
          Mail Stop 3030

         December 31, 2009
Via facsimile and U.S. mail

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, 2008
Filed February 27, 2009
Form 10-Q for the period ended September 30, 2009  Filed October 29, 2009  File No. 1-13888
Dear Mr. Widmar:
 We have limited our review to matters related to the issues raised in our
comments. Where indicated, we think you should revise your documents in future filings
in response to these comments. If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revi sion is unnecessary. Please 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 understa nd your disclosure. Af ter reviewing this
information, we may or may not 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 comment or on any other aspects of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 2  Form 10-K for the Fiscal Year ended December 31, 2008

 Note 2.  Summary of Significan t Accounting Policies, page 70

 Revenue Recognition, page 70

 1. We note your disclosure that “sales are generally recognized when the risk of
ownership passes.”  Please describe for us your revenue recognition policy in greater detail.  Specifically, please ad dress why you have included the word
“generally” in your policy and specify the point at which risk of ownership passes
to the customer, i.e. upon shipment, receipt, or other determinable time.  Please specify instances when you recognize revenue other than when ownership and title passes to your customer and the significant terms of those sales arrangements, including any customer acceptance provisions, returns, price
protection or stock rotation rights.  Detail s should be provided to the extent that
policy differs among the various marketing venues used by the Company, i.e. distributors, agents and direct  sales force or if the polic ies vary in different parts
of the world.  Additionally, please revi se future filings to provide similar
disclosure.
 Form 10-Q for period ended September 30, 2009

 Note 7.  Investment in and Loan to Non-Consolidated Affiliate, page 14

 2. We note from your disclosure you own an 18.9% interest in Seadrift Coke L.P,
which you account for under the equity method.  Based on your disclosure of the impairment loss on the investment, it a ppears that this equity investment
subsidiary may meet the significant te st as prescribed by Rule 4-08(g) of
Regulation S-X.  In this re gard, if this equity invest ment subsidiary meets the
significant test criteria as described in Rule 4-08(g) of Regulation S-X, please
provide us with and revise the notes to your  financial statements in future filings
to provide the disclosures required by Ru le 4-08(g) of Regulation S-X.  We note
that the Rule 4-08(g) of Re gulation S-X disclosure requir ements are applicable to
both annual and interim periods.  If you be lieve that this equity investment
subsidiary does not meet the significant te st criteria as descri bed in Rule 4-08(g)
of Regulation S-X, please provide us w ith your calculation, which supports your
conclusion. Additionally, please note th e requirements of Rule 3-09 of
Regulations S-X for equity investments if  any of the conditions of Rule 1-02(w)
of Regulations S-X exceed 20% for your future filings.
 3. In this regard, we note that you reco rded a $52.8 million impairment to the
investment in Seadrift Coke during th e six months ended June 30, 2009.  We see
your disclosure that Seadrift’s reported and projected operating losses were triggering events requiring you to asse ss whether there was an other than

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 3
temporary impairment of the investment and that the decrease in Seadrift’s fair value was due to reductions in the estimated future cash flows from lower expected volume, growth and profitability.  Please tell us and consider disclosing
the following in future filings:

• Additional details of the income approach utilized to determine the investments fair value, including the specific methodology and the significant
inputs utilized in the valuation.
• FASB ASC 820-10-35-24 (paragraph 19 of SFAS 157) notes that multiple
valuation techniques may be appropriate when determining fair value.  Please tell us your consideration of utilizin g more than one methodology and why
management selected the methodology as being the most meaningful in
preparing the impairment analysis.
• Provide a qualitative and quantitative de scription of the material assumptions
used and a sensitivity analysis of those assumptions based upon reasonably
likely changes, including a discussion of  the degree of uncertainty associated
with the key assumptions.
• Describe the potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.
• Discuss how the assumptions and methodol ogies used in the six months ended
June 30, 2009 have changed since the im pairment analysis performed at
December 31, 2009, highlighting the signifi cant changes which resulted in the
additional impairment charges.
• Provide a more detailed discussion of the business rationale for the original
investment in Seadrift Coke and desc ribe in greater detail the facts and
circumstances that lead to such a significant impairment shortly after your initial investment and for the subseq uent additional impairment charges.
Investors should be provided a clear picture of the material changes in
Seadrift’s operations that lead to the initial investment and the reduction in its fair value.
 Results of Operations, page 32

Three Months Ended September 30, 2009 as Compared to Three Months Ended
September 30, 2008, page 32

4. We note your disclosure that you experien ced “significant” rising raw material
prices during the quarter.  Please tell us, and in your fu ture filings, as applicable,
please disclose the extent to which signi ficant rises in your costs have affected
your income.  Please refer to Item 303(a)(3)(i) of Regulation S-K.  Additionally,
in your future filings, as applicable, pl ease describe any known trends that have
had, or that you reasonably expect will have, a material favorable or unfavorable impact on net income from continuing opera tions, including material changes to
your costs of materials.  In this re gard, we reference the October 29, 2009

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 4
earnings call statements by your chief executive officer that you had secured
pricing for your petrol and needle coke requirements which were estimated to be
45% to 50% over prior purchase prices.  We also note that your chief executive officer indicated on the call that you had ut ilized the remainder of your low price
needle coke in 2009 and would begin to s ee the impact of the higher priced needle
coke in 2010.  Please refer to Item  303(a)(3)(ii) of  Regulation S-K.

Please respond to our comments within 10 business days or tell us when you will
provide us with a response.  Please understa nd that we may have additional comments
after reviewing your response to our comment.   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 comment, 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 filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities 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.

Mr. Mark R. Widmar
GrafTech International Ltd.  December 31, 2009 Page 5
You may contact Kevin Kuhar at (202) 551-3662 or Julie Sherman at (202) 551-
3640 if you have questions regarding comments on the financial statements and related
matters.  Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3625 with any other questions.
Sincerely,

Mary Beth Breslin Senior Attorney