SecProbe.io

June 5 , 2015

Via E-mail
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.
Schedule 14D -9 Filed May 26, 2015
Schedule 13E -3 Filed May 27, 2015
File No.  005-45707

Dear Mr. Moran :

We have reviewed the  filing s 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 the  filing s, by providing the requested
information, or by adv ising 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 the filing and the information you provide in response
to these comments, we may have additional comments.

General

1. Please disclose the aggregate number and percentage of subject securities that are
beneficially owned by each person specified in Instruction C to S chedule 13E -3 for each
filing person of the Schedule 13E -3.  See Item 1008(a) of Regulation M -A

Item 3. Past Contacts, Transactions, Negotiations and Agreements, page 3

2. Disclosure indicates that “[a] ssuming consummation of the transactions contemplated by
the Investment Agreement prior to the expiration of the Offer, as of the date hereof,
satisfaction of the Minimum Condition would require the tender of approximately 15% of

John D. Moran
GrafTech International Ltd .
June 5 , 2015
Page 2
 the currently outstanding Shares.”  Please disclose the number of shares that must be
tendered in order to satisfy th e Minimum Condition.

3. Disclosure indicates that “[a]ssuming consummation of the transactions contemplated by
the Investment Agreement prior to the expiration of the Offer, as of the date hereof,
satisfaction of the Merger Condition would require the tende r of approximately 75% of
the currently outstanding Shares.”  Please disclose the number of shares that must be
tendered in order to satisfy the Merger Condition.

Item 4. The Solicitation or Recommendation, page 11

Background and Reasons for the Board’s Recommendation, page 11

4. Disclosure indicates that the “Board discussed various alternatives to the prop osed
transactions with Brookfield.”  Please provide all the information required by  Item
1013(b) of Regulation M -A as to such alternatives and why they were not pursued .

5. Explain why the company chose not to solicit other potential transaction partners or to
“shop” itself after being approached by Brookfield.  See Item 1013(b) of Regulation M -
A.

6. Please disclose the information required by Item 1013(c) and (d) of Regulation M -A.  In
doing so, please consider the instructions to Item 1013 of Regulation M -A.

7. Disclosure indicates that “ all of the Company’s directors (except for Mr. Hawthorne)
intend to tender all of their Shares in the Offer and the Company ’s executive officers
(including Mr. Hawthorne) intend to tender a portion of their Shares in the Offer.”  Please
disclose the reasons for the intended action.  Refer to Item 1012(d) of Regulation M -A.
If insiders of the company will retain a material equi ty interest in the company going
forward, consider whether they should be filers on the Schedule 13E -3. We may have
further comments.

Certain Forecasts, page 28

8. Please disclose the material assumptions underlying managemen t projections and
describe the  limitations  of the management projections .

John D. Moran
GrafTech International Ltd .
June 5 , 2015
Page 3
 Item 8. Additional Information, page 31

Appraisal Rights, page 34

9. Please  provide a brief summary of appraisal rights under Section 262 of the DGCL,
including the timeframe for perfecting appraisal right s, and disclose  when shareholders
will be provided with the statutory notice of appraisal rights .

Forward -Looking Statements, page 37

10. Disclosure indicates that you have no duty to update forward -looking statements.  Please
revise to clarify that the company will amend the schedule to reflect any material change
in the information previously disclose d, consistent with the company’s  obligation under
Rule 14d -9(c).

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.

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.

John D. Moran
GrafTech International Ltd .
June 5 , 2015
Page 4
 Please contact me at (202) 551 -3589 or Christina Chalk, Senior Special 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

cc: Via E-mail
Clyde Tinnen, Esq.
Withers Bergman LLP