SecProbe.io

April 9, 2015

Via E -mail
Mr. John D. Moran
Vice President, General Counsel and
Secretary
GrafTech International Ltd.
Suite 300 Park Center I
6100 Oak Tree Boulevard
Independence, Ohio  44131

Re: GrafTech International Ltd.
Preliminary Proxy Statement on Schedule 14A
  Filed March 31 , 2015
  File No. 001-13888

Dear Mr. Moran :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. In order to use a universal ballot, Mr. Milikowsky ’s nominees must  have consented to
being named in the company’s proxy statement and to serve , if elected.   See Rule 14a -
4(d)(1).  Please  supplementally advise us whether Mr. M ilikowsky’s nominees have
provided such consent.  If not, please revise to eliminate any reference to a universal
ballot.

2. File your form of proxy, which must be filed at least 10 calendar days prior to the date
definitive copies of the proxy statement an d form of proxy are first sent or given to
security holders. See Rule 14a -6(a).

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 2
 3. Please clearly mark your proxy statement and form of proxy , when filed, as “Preliminary
Copy .”  See Rule  14a-6(e)(1).

4. Please provide all the disclosure required by Item 5(b) (1) of Schedule 14A.

5. We note your disclosure  throughout that Mr. Milikowsky is seeking control of Gra fTech
without paying stockholders a control premium.   Please revise to qualify all  such
statement s by noting that control premiums are not commonly associ ated with exercising
a right to nominate directors, but rather are referred to in connection with purchases of a
controlling interest in the capital stock of a company.  Please note that we do not believe
it would be appropriate to instead refer to any imp act on the potential to receive a control
premium in future transactions, given that new directors should not be presumed to act
inconsistently with their fiduciary duties.

About the Annual Meeting, page 1

6. Disclosure indicates  that “[i]f any of the nomin ees nominated by the Board are not
available for election at the time of the meeting, discretionary authority will be exercised
by the proxyholders  … to vote for substitutes designated by the Board ….”  Please revise
this disclosure and similar disclosure on page 7 to conform to the standard set forth in
Rule 14a -4(c)(5)  with respect to the scope of the discretionary authority granted with the
proxy .

7. Please confirm to us that in the event the board of directors identifies  or nominate s a
substitute nominee  prior to the annual meeting, the company  will file an amended proxy
statement that (1) identifies the  substitute nominee,  (2) discloses whether the nominee has
consented to being named in the revised proxy st atement and to serve , if elected,  and (3)
inclu des disclosure required by Items 5(b) and 7 of Schedule 14A with respect to the
nominee.

Voting Mechanics, page 3

8. Disclosure on page 3 indicates that broker non -votes will not be included in determining
the presence of quorum.  Please reconcile this disc losure with disclosure on page 87 that
“broker non -votes will count toward the presence of a quorum.”

9. If you retain the disclosure on page 3 indicating that broker non -votes will not be
included in determining the presence of quorum, provide us with a d etailed legal analysis,
including a discussion of applicable state law and NYSE regulations, supporting this
statement.

10. Disclosure indicates that “there are not expected to be any broker non -votes.”  We understand
that NYSE rules do not permit discretiona ry voting by brokers or other nominees on any

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 3
 matters in a contested solicitation, and that this could result in a broker non -vote with respect
to any proposal if a beneficial owner does not give instructions to the broker or other
nominee with respect to that proposal.   Given these factors, please describe in greater detail
how you concluded that there will not be any broker non -votes in your contested solicitation.

11. Disclosure indicates that abstentions will have no effect on the outcome of the votes on
Proposals 2 through 6. Given that the voting standard for Proposal 5 is not less than 67%
of the outstand ing shares , please advise us how abstentions will have no effect on the
outcome of the vote on Proposal 5.

Proposal Two: Non -Binding Advisory Vote on  Executive Compensation, page 74

12. Please disclose that you are providing this vote as required pursuant to Section 14A of the
Exchange Act.  Also disclose the current frequency of shareholder advisory votes on
executive compensation and when the next such shareholder advisory vote will occur.
See Item 24 of Schedule 14A .

Proposal Six: Reimbursement of Milikowsky Expenses …, page 86

13. Since Proposal 6 is not required to be submitted to a vote of stockholders, disclose what
action is intended to be taken by the company in the event stockholders approve Proposal
6.  See Item 18 of Schedule 14A.

Proxy Solicitation, page 89

14. Disclose the cost or anticipated cost of retaining MacKenzie Partners, Inc. and the
number of employees of MacKenzie Partners, Inc. who wi ll solicit stockholders.  See
Item 4(b)(3) (ii) and (iii) of Schedule 14A.

15. Disclose the total expenditures to date for, in furtherance of, or in connection with the
solicitation of stockholders.  See Item 4(b)(4) of Schedule 14A.

When are Stockholder Pr oposals for the 2016 Annual Meeting Due, page 90

16. Please disclose the dates required to be disclosed pursuant to Item 1(c) of Schedule 14A
and Rule 14a -5(e).

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 the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 4

In responding to our comments, please provide  a written statement from the compa ny
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 any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please contact me at (202) 551 -3589 or Christina Chalk, Senior Spe cial Counsel, at (202)
551-3263 if you have any questions regarding our comments .

Sincerely,

                                                                                                /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions