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SEC Response Letter

GrafTech International

12900 Snow Road — Parma, Ohio 44130

Mark Widmar

(216) 676-2427

Chief Financial Officer

Facsimile (216) 676-2536

 January 22, 2010

 Ms. Mary Beth Breslin

 Senior Attorney

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE; Mail Stop 3030

 Washington, DC 20549-3030

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 Ms. Breslin:

 We are responding to the
comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 31, 2009, with respect to the GrafTech International Ltd. (the “Company” or
“we”, “us” or “our”) Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 27, 2009 (the “2008 Form 10-K”) and Form 10-Q for the period ended September 30,
2009, filed October 29, 2009 (the “September 30, 2009 Form 10-Q”).

 For your convenience, we have reproduced each of the
Staff’s comments followed by our response. In addition, new disclosures and additions to previously-made disclosures have been underlined and deletions have been bracketed.

 Form 10-K for the fiscal year ended December 31, 2008

 Note 2. Summary of
Significant 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 address 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.

Details 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 policies vary
in different parts of the world. Additionally, please revise future filings to provide similar disclosure.

 Response

 Our net sales consist almost entirely of product sales, and revenue from product sales is recognized upon
passage of title and risk of loss. We also have miscellaneous sources of revenue, e.g., billings for sponsored research and development (grants) and for laboratory processing and testing services, which is recognized in accordance with the grant or
contract terms, not upon the passage of title. These sources of revenue have been immaterial and we do not foresee them becoming material.

 Under our terms and conditions of sale, product sales do not have customer acceptance provisions or right of return, price protection, or stock rotation.

 In response to the Staff’s comments, presented below is the disclosure that will be provided in our Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 and in future filings, as appropriate:

 Revenue Recognition

 Revenue from sales of our products is recognized when they meet four basic criteria (1) persuasive evidence of an arrangement exists, (2) delivery
has occurred, (3) the amount is determinable and (4) collection is reasonably assured. Sales are [generally] recognized when both title and the risks and rewards of ownership are transferred to the customer or services have been
rendered and fees have been earned in accordance with the contract.

 Product warranty claims and returns are estimated and recorded as a
reduction to revenue. Volume discounts and rebates are recorded as a reduction of revenue in conjunction with the sale of the related products. Changes to estimates are recorded when they become probable. Shipping and handling revenues billed to our
customers are included in net sales and the related shipping and handling costs are included as an increase to cost of sales.

 Form 10-Q
for the period ended September 30, 2009

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

2.
 We note from your disclosure that 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 appears that this equity investment subsidiary may meet the significant test as prescribed by Rule 4-08(g) of Regulation S-X. In this regard, if this equity investment 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 Rule 4-08(g) of Regulation S-X. We note that
the Rule 4-08(g) of Regulation S-X disclosure requirements are applicable to both annual and interim periods. If you believe that this equity investment subsidiary does not meet the significant test criteria as described in Rule 4-08(g) of
Regulation S-X, please provide us with your

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calculation, which supports your conclusion. Additionally, please note the requirements of Rule 3-09 of Regulation S-X for equity investments if any of the conditions of Rule 1-02(w) of
Regulation S-X exceed 20% for your future filings.

 Response

 As disclosed in Note 7, Investment in and Loan to Non-Consolidated Affiliate, in our Form 10-Q for the period ended September 30, 2009, we own 18.9% of
the equity interests of Seadrift, and we account for our investment using the equity method of accounting. At September 30, 2009, Seadrift met the income significant test criteria (80.1%) as described in Rule 4-08(g) of Regulation S-X.
Note 7, Investment in and Loan to Non-Consolidated Affiliate, in our Form 10-Q for the period ended September 30, 2009, included the following for Seadrift:

 “Our equity earnings are based on Seadrift’s results of operations with a one-month lag because its accounting close cycle and preparation of financial statements occurs subsequent to our
reporting deadline. We include an estimate for the effect of Seadrift’s LIFO inventory accounting on interim periods. Seadrift reported net sales and net loss for the three months ended August 31, 2009 of $12.8 million and $2.4 million,
respectively; and net sales and net income, adjusted for the LIFO impact recognized by the company in 2008, for the nine months ended August 31, 2009 of $65.5 million and $8.8 million, respectively.”

 Seadrift reported gross profit for the three and nine months ended August 31, 2009 of $0.7 million and $19.9 million, respectively. In future filings we
will include Seadrift’s gross profit in our disclosure as required by Rule 4-08(g) of Regulation S-X if our investment in Seadrift continues to meet the significance tests prescribed by Rule 4-08(g) of Regulation S-X.

 The summarized financial information required by Rule 4-08(g) of Regulation S-X to be included in our Form 10-K for the period ended December 31, 2009
can be found in the attached Appendix A, our proposed footnote, Investment in and Loan to Non-Consolidated Affiliate, that will be provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 We have noted the requirements of Rule 3-09 of Regulation S-X for equity investments. We are in the process of submitting a letter to the Division of
Corporation Finance’s Office of Chief Accountant requesting a waiver of the requirement that the separate, audited financial statements of Seadrift for the year ended December 31, 2009 be filed with our Form 10-K for the year ended
December 31, 2009.

3.
In this regard, we note that you recorded a $52.8 million impairment to the investment in Seadrift Coke during the six months ended June 30, 2009. We see your
disclosure that Seadrift’s reported loss and projected operating losses were triggering events requiring you to assess whether there was an other than 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 utilizing more than one methodology and why

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management selected the methodology as being the most meaningful in preparing the impairment analysis.

•

 Provide a qualitative and quantitative description of 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 negatively affect the key assumptions.

•

 Discuss how the assumptions and methodologies used in the six months ended June 30, 2009 have changed since the impairment analysis
performed at December 31, 2008, highlighting the significant 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 describe in greater detail the
facts and circumstances that lead to such a significant impairment shortly after your initial investment and for the subsequent 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.

 Response

Valuation Methodology — Considerations

 Seadrift is a limited partnership with no active or observable market for the limited partnership interests. In these circumstances ASC 820-10-35-28 states that “[v]aluation techniques consistent with the market approach, income
approach, and/or cost approach shall be used to measure fair value.”

 The Market Approach uses prices and other relevant
information generated by market transactions involving identical or comparable assets. The market for assets (sales, mergers, etc.) moved from active to inactive as a result of the global financial and economic crisis. Comparable valuations for
needle coke businesses or assets were not readily available or determinable from the data available. ConocoPhillips, Nippon Oil, Nippon Mining, and Seadrift are the four main producers of petroleum based needle coke (Seadrift is believed to be the
second largest). Information for the needle coke businesses of ConocoPhillips, Nippon Oil, and Nippon Mining is neither readily available nor readily determinable. The market approach was not used due to the limited peer group and limited activity
within the peer group

 The Cost Approach is a valuation technique based on the amount that currently would be required to
replace the service capacity of an asset (often referred to as current replacement cost). Simply stated, the manufacturing process for needle coke is the fractioning of a petroleum feedstock, blending it with hydrofined oil, and subjecting the
resulting blend to delayed thermal coking. It has been over twenty years since the last petroleum based needle coke facility has been built. According to the U.S. Energy Information Administration, increases in coking capacity in the United States
have been through upgrades or construction at existing refineries. The cost approach was not used because information on comparable replacement cost is not readily determinable or available.

 We determined that the Income Approach was the most appropriate valuation technique to determine the fair value of our investment in Seadrift due to the
lack of comparable market valuation or replacement cost information for comparable assets. The Income Approach is an

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approach that uses valuation techniques to convert future amounts, e.g., cash flows or earnings, to a single discounted present amount. It is a widely-accepted method and is the method used by us
in determining the purchase price for our investment in Seadrift.

 Valuation Methodology — Significant Assumptions

 We used a discounted cash flow model in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are
discounted to their present value using an appropriate rate of return. Terminal value was determined using the constant growth method using the free cash flow forecasted for the year 2012.

 The starting point for our cash flow projection was the 2009 and 2010 financial projection presented to the Seadrift Board of Directors in June 2009. We
made additional assumptions based on volume, selling price, decant oil price, steel production, and long-term growth for electric arc furnace industry utilization rates that we used for our internal forecasts.

 We discounted the projected cash flows using a weighted average cost of capital of 14.5% and a long-term growth rate of 2.5% for the June 30, 2009
forecast.

 Using the above, we calculated the fair value of our investment in Seadrift to be $65.5 million; which resulted in an impairment of
$52.8 million at June 30, 2009.

 Valuation Methodology —Items that Could Negatively Affect Significant Assumptions and
Sensitivity Analysis

 The key drivers of the forecasts are metric tons shipped and price per metric ton. Principal factors that could
negatively affect the significant assumptions are a longer than forecast or deeper recession or other business interruption, an assumed increase in the price of decant oil, new market entrants which would increase market supply; and any event which
could result in fewer metric tons shipped than forecast and/or needle coke price degradation.

 We determined that for each one percentage
point decrease in revenues for each of the years 2010, 2011, and 2012; the fair value of our investment would be reduced by approximately $3.1 million. We also determined that for each one percentage point change in the discount rate the fair value
of our investment would be changed by approximately $2.8 million and that for each 0.25% percentage point decrease in the long-term growth rate the fair value the fair value of our investment would be changed by approximately $1.6 million.

 While we used our best estimate in determining the fair value of our investment in Seadrift, we recognized that in light of the global
financing and economic crisis there was a significant degree of uncertainty which we took into account in establishing our estimates and in determining the discount rate.

 Valuation Methodology – Comparison of June 30, 2009 Assumptions to December 31, 2008 Assumptions

 Since the time of our initial investment in Seadrift, both the steel and graphite electrode industries have been significantly impacted by the global recession. The severity of the global recession, in
terms of depth and duration, has been extremely volatile and difficult to predict. In December 2008, expectations were for a relatively rapid recovery (i.e. “V” shape) that would take place over the three year time horizon. Our
December 31, 2008 forecast assumed that the electric arc furnace

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market would return to normal utilization levels in 2012 and grow at the historical long-term growth rate of 2% to 3% per year.

 In the second quarter of 2009 it was evident the trough was deeper than initially anticipated and the recovery would be slower than anticipated