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SEC Response Letter

GrafTech International Holdings Inc.

12900 Snow Road — Parma, Ohio 44130

Mark Widmar

(216) 676-2427

 Chief Financial Officer

Facsimile (216) 676-2536

 March 6, 2008

To:
Dennis C. Hult

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street NE

 Washington D.C. 20549

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. Hult:

 In reference to your letter dated December 28, 2007 pertaining to the above-referenced filings, please see the corresponding response following each item below. We
have repeated the text of your comments in italics font. We originally responded to your comments by letter dated February 22, 2008. We are submitting this revised response based on our conversations with the Commission’s staff on
February 28, 2008. The only significant difference between this response and our letter of February 22, 2008 is the addition of the section headed “Comment Status – March 6, 2008” on the last page of this letter.

 Further, GrafTech International Inc. (hereinafter referred to as “we”, “us”, or “our”) acknowledges that:

1.)
We are responsible for the adequacy and accuracy of the disclosure in the filings;

2.)
Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (hereinafter referred to as the “Commission”)
from taking any action with respect to the filings and

3.)
We 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.

 If you have any questions regarding our responses, you can contact me at (216) 676-2427, Betsy Engle, Corporate Controller, at
(216) 676-2391, or Ralph Sciulli, Assistant Controller, at (216) 676-2347.

 Very truly yours,

 Mark R. Widmar

 Vice President and Chief Financial Officer

 December 31, 2006 Form 10-K

 Selected Financial Data, page 40

1.
We see you indicate herein that your results for the second and third quarter of 2006 include currency losses within other expense that are incorrectly included in the statement
of operations related to re-measurement losses for non-dollar denominated inter-company loans. We also see you indicate these 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 overstatement of income from continuing operations of $4.7 million in the
fourth quarter 2006. Finally, we see you indicated you have determined that the impact of this item in all interim periods was not material. Please address the following matters with respect to the noted errors:

 Confirm our understanding that the referenced errors have not been corrected either in the 2006 quarterly financial data disclosed herein or in
previously filed 2006 interim Form 10-Qs.

 Your understanding is correct.

 Provide us with specific details of the timing, nature and amount of each error, why you believe they occurred and when they were discovered.

 We have several non-dollar denominated loans between GrafTech Finance and our foreign subsidiaries that we consider long-term in nature
and, in essence, treat them as a permanent investment in the appropriate subsidiary. This treatment reflects our subsidiary’s inability to generate sufficient cash flows to re-pay the loan amount, thus there was no intent for
repayment. As such, the gains and losses generated from the fluctuations in currency exchange rates related to these loans should be reported within cumulative translation adjustment in equity based on the guidance in SFAS No. 52,
“Foreign Currency Translation”. Our loan between GrafTech Finance and UCAR South Africa, our wholly owned South African subsidiary, was classified in this manner.

 In March of 2007, when reviewing the cumulative translation adjustment related to intercompany loans for tax purposes, we determined that the currency
impacts related to the loan between GrafTech Finance and UCAR South Africa had been accounted for incorrectly in the second and third quarters of 2006. Instead of recording the impact to cumulative translation adjustment in equity, we recorded the
impact in other income and expense. The error occurred as the underlying internal control to review the cumulative translation account was not performed consistently in 2006 for US entities. The impact was a charge in each of the two quarters; the
correction was a corresponding gain. As a result, net income was understated by $0.3 million in the second quarter and $4.4 million in the third quarter and overstated by $4.7 million for the fourth quarter of 2006. Also, net income was
understated by $4.7 million for the nine months ended September 30, 2006. As we corrected the error in the fourth quarter of 2006, there was no error in 2006 full year net income.

 Provide us with more information as to how you concluded the referenced errors were not material either to the 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 specifically address why you believe the disclosed errors were not
quantitatively material to your 2006 third and fourth quarter earnings.

 We determined that the above matter was an error in previously issued interim financial statements
(second and third quarters of 2006) based on the guidance in SFAS No. 154, “Accounting Changes and Error Corrections”, given that it was due to the incorrect recording of currency impacts on an intercompany loan.

 To determine if the errors were material to our second and third quarter financial statements included in our Forms 10-Q, we first considered the guidance
in Accounting Principles Board Opinion No. 28, paragraph 29, which states:

 In determining materiality for the purpose of reporting
the correction of an error, amounts should be related to the estimated income for the full fiscal year and also to the effect on the trend of earnings. Changes that are material with respect to an interim period but not material with respect to the
estimated income for the full fiscal year or to the trend of earnings should be separately disclosed in the interim period.

 In addition, we
considered guidance from the Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”.

 Based on this guidance, we used both the rollover and iron curtain approach to analyze the prior period error.

 The following is a summary of that analysis:

 Quantitative Considerations

 Our threshold for assessing materiality for annual interim reporting purposes is 5.0% of full
year net income (1.25% for interim reporting purposes). As such, to evaluate the effects of the error on our quarterly results, we used $1.1 million as our threshold based on full year net income of $91.3 million in 2006.

 The effect on the second quarter resulted in an understatement of $0.3 million of net income.

 The effect on the third quarter resulted in an understatement of $4.4 million of net income.

 The effect of the errors in the second and third quarters on the nine months ended September 30, 2006 resulted in an understatement of $4.7 million
of net income.

 The effect of recording the correction in the fourth quarter was an overstatement of $4.7 million of net income.

Qualitative Considerations

 The
qualitative factors that we evaluated when determining materiality of the error to the third quarter of 2006 included the following:

•

 Consideration of Special Items – Significance to Investors

 In reporting our results to analysts and investors, we focus on gross margin, income from continuing operations before special items, and free cash flow as the primary metrics to assess profitability and liquidity of
the company, as demonstrated in the quarterly and year-end press releases. We have used these metrics for several years and based on our review of our analyst and investor reports, we also believe that our analysts and significant institutional
investors focus on these metrics. Other income and expense, which is the financial statement line item impacted by the error, is excluded from gross margin and income from continuing operations before special items. Further, although activity in
other income and expense affects free cash flow, this specific error related to a non-cash item that had no underlying impact to cash flow. These were strong qualitative considerations in our analysis.

 Consideration of Special Items – Earnings Release

 Earnings per share (“EPS”) before special items is the calculation used by us and the analysts to determine whether we meet analysts’ expectations. We and they have used this metric for several years,
and it should be noted that the analysts’ estimates exclude special items in their reports. Special items include other income and expense, which is the financial statement line item that the error impacted.

 The error did not hide any failure to meet analysts’ consensus expectations for our historical performance and did not alter analysts’
expectations of our future performance, as the adjustment was recorded to other (income) expense, net, which as noted above is excluded from EPS before special items, the relevant metric.

 The table below sets forth the consensus estimates from analysts of our EPS before special items, our actual EPS before special items, and the effect of
the error on our EPS before special items.

Q2 2006

Q3 2006

Q4 2006

 Consensus Estimates

0.13

0.14

0.16

 Actual

0.14

0.15

0.21

 Effect on EPS***

0.00

0.00

0.00

 *** adjusted for special items

 Press Release of Potential Error and Material Weakness

 Once the error was identified, and reviewed by senior management, our internal and external legal counsel, our audit committee and our independent registered public accounting firm, we issued a press release after the
market closed on March 7, 2007, to highlight to investors the revision of the previously issued unaudited 2006 annual results for the error, the potential restatement of previously reported 2006 quarterly results, and that we were continuing to
evaluate the effectiveness of our internal controls over financial reporting to determine if a material weakness existed.

 Reaction to Press Release

 Subsequent to the issuance of our press release, we had conversations with each of our analysts regarding the matter. Only JP Morgan issued an alert to
the investor community. Although the alert concluded that they were “disappointed” in management, they also stated that they did not expect any changes to our income from continuing operations before special items of $0.57 per share for
the full year.

 As measured by changes in our stock price and trading volumes, there was virtually no reaction from the investor community
on the day subsequent to the aforementioned press release, March 8, 2007. Specifically, our stock price opened at $7.84 and ended at $7.77, with a high and low price for the day of $7.91 and $7.67. Our closing stock prices for the period ended
March 1, 2007 to March 7, 2007 ranged between $7.46 and $7.83.

 Furthermore, the volume of shares traded was relatively
consistent with our normal volume levels and the movement appears to be consistent with our closest competitor group.

•

 Additional Points Considered in Our Qualitative Analysis:

•

 The amounts revised did not change net income to net loss for any period.

•

 The error was related to corporate activity and intercompany financing initiatives and did not affect our previously issued segment reporting profit measure of
gross profit.

•

 There was no impact on any regulatory requirements.

•

 The error did not affect our compliance with loan covenants or other contractual requirements.

•

 The error did not affect management’s compensation, as the management incentive compensation program is based on full year free cash flows, strategic
objectives, and performance evaluations.

•

 The error did not involve fraud or an unlawful transaction.

 Overall Conclusion

 We determined that the impact of the error on the interim consolidated statements
of income and consolidated balance sheets for the three months ended June 30, 2006 was not material.

 The error in the third quarter and correction of the error in the fourth quarter were considered
significant to each quarter. However, we determined that the impact of the error on the interim consolidated statements of income and consolidated balance sheets for the three and nine months ended September 30, 2006, or on fourth quarter
results, was not material.

 Further, we believe that investors and users can continue to rely on our financial statements included in Forms
10-Q for the second and third quarters of 2006.

 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 errors disclosed herein are related to the changes.

 As we had already issued our fourth quarter earnings release, which was furnished on Form 8-K (February 28, 2007), before the error was discovered, our net income reported in our earnings release was understated not
only by the $4.7 million for the second and third quarters of 2006, but also by $0.7 million for the fourth quarter. The information discussed in the “Update to Previously Released Preliminary Unaudited Results” addresses the difference
between net income furnished in the Form 8-K for our earnings release and the net income as filed in our Form 10-K. The error was corrected before filing our Form 10-K and, therefore, there was no need to evaluate the effect of the error on our full
year results.

 Tell us how the occurrence of the noted errors factored into your assessments of and conclusions about the effectiveness
of your internal controls.

 In assessing the effectiveness of internal controls, we utilize a framework that takes into account the
guidance of the Public Company Accounting Oversight Board (“PCAOB”) to evaluate unremediated deficiencies. In considering whether or not the deficiency in internal controls that resulted in the error would rise to a level above a control
deficiency, we considered the definitions as provided in the PCAOB's Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements” in paragraphs 9 and
10.

 We assessed both the identified error as well as the potential magnitude and concluded that a significant deficiency in the operating
effectiveness of our internal control to review the cumulative translation account existed as of December 31, 2006.

 In addition, we
believe that a prudent official would agree that the deficiency would not rise above the level of a significant deficiency as the underlying financial statement impact was determined to be not material to financial reporting as discussed above and
as the financial statements themselves could continue to be relied upon.

 Our conclusions were discussed with our audit committee, internal
and external legal counsel, and independent registered public accounting firm.

 Financial Statements and Supplementary Data, page 65

 (2) Summary of Significant Accounting Policies, page 75

 Foreign Currency Translation, page 78

2.
We note the disclosures herein of your accounting policy for non-dollar denominated inter company loans between GrafTe