SecProbe.io

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Mail Stop 6010

								September 14, 2005

Via U.S. Mail and Facsimile

Mr. Sten Daugaard
Chief Financial Officer
SGL Carbon Aktiengesellschaft
Rheingaustrasse 182
D-65203 Wiesbaden
Germany

Re:	SGL Carbon Aktiengesellschaft
	Form 20-F
      Filed May 4, 2005
	File No. 001-14398

Dear Mr. Daugaard:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision 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 understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

Item 15. Controls and Procedures, page 123

1. We note your statement that the chief executive officer and
chief
financial officer have performed an evaluation of your disclosure
controls and procedures "within 90 days prior to the date of this
annual report."  Please revise your disclosure in future filings
to
state your conclusions as of the end of the period covered by the
report.  Please refer to Item 15 of Form 20-F.

Consolidated Financial Statements, page F-1

Note 1. Summary of Accounting Policies, page F-8

Consolidation methods, page F-8

2. We note your disclosures on page F-14 that "four small Acotec
companies have no longer been included in the scope of
consolidation."  On page F-14 you disclose that only "significant
subsidiaries" are included in the consolidation and on page F-15
that
"a total of 20 subsidiaries were not included in the
consolidation."
Item 17(b) of Form 20-F requires that the financial statements of
a
foreign private issuer disclose an information content
substantially
similar to financial statements that comply with US GAAP and
Regulation S-X.  Ordinarily, consolidation of all controlled
subsidiaries is necessary to meet this requirement, regardless of
the
GAAP being used.  An accounting policy that excludes subsidiaries
from consolidation on the basis that they are individually
immaterial
would not satisfy this requirement.  Please revise or advise.

3. As a related matter, we see your disclosures on page F-10 under
noncurrent financial assets that "significant investments are
measured at cost" and that "companies no longer consolidated are
carried at their net book value." On page F-14 you state that your
51% share of SGL Tokai CARBON Ltd. "is shown at its carrying
amount
and is not included in the scope of the consolidation."  Please
revise your consolidation policy disclosure in future filings to
clearly explain the reasons why the accounting is appropriate
under
IFRS.  Tell us and disclose in future filings how you define
significant investments.  Please also tell us and disclose in
future
filings how you account for this investment under U.S. GAAP citing
the accounting literature you relied upon in your explanation.  If
significant, please revise to disclose and quantify any
significant
differences between IFRS and U.S. GAAP in your accounting for this
investment.

4. We note your disclosures that "with the exception of six
intermediate holding companies and six small companies, all the
financial statements have been audited and certified by
independent
auditors."  Please tell us why you included this disclosure and
whether this represents a scope limitation on the audit of your
financial statements.  Clarify whether these companies were
audited
by other auditors.  Discuss whether this disclosure is required
under
German statutory requirements or IFRS.

5. Please tell us and revise future filings to explain the nature
of
your "hidden reserves and liabilities."  Please tell us how record
and measure these items under IFRS and U.S. GAAP.  If material,
please revise your reconciliation of to U.S. GAAP to discuss and
quantify any differences between IFRS and U.S. GAAP.

Income and expenses, page F-12

6. We note on page 49 that you provide return and rotation
privileges
to your vendors and on page F-12 that you provide rebates.  Please
tell us and revise future filings to describe the significant
terms
of your agreements including payment, return, exchange, price
protection, discounts, sales incentives and other significant
matters.  Please also discuss how you measure the rebates.
Additionally, please tell us and quantify the amount of rebates,
returns and stock rotations during each of the past two years.  If
there are differences in your revenue recognition policies related
to
these terms under IFRS versus U.S. GAAP, please quantify the
differences in your response and, if material, revise to disclose
and
quantify the differences.  Refer to SAB 104, FAS 48 and EITF 01-9
as
necessary.

7. We note your revenue recognition policy where you disclose that
you recognize sales "at the time of transfer of risk, generally
following delivery."  Please tell us why you use the term
"generally."  Explain the other revenue recognition methods used
and
why.  Discuss how the transfer of risk related to the transfer of
title when determining when to recognize revenue.  Refer to SAB
104.

Note 22. Other provisions, page F-32

8. We note that miscellaneous other provisions include
"precautionary
measures in connection with the discontinued operations."  Please
tell us the nature, timing, and measurement of the amount of the
precautionary measures provision.  Tell us how you are accounting
for
this item under U.S. GAAP and why.  Please quantify and revise, if
material, to disclose any significant differences between IFRS and
U.S. GAAP.

Note 35. Significant Differences between International Financial
Reporting Standards ("IFRS") and United States Generally Accepted
Accounting Principles (U.S. GAAP),
page F-51

Reconciliation to U.S. GAAP, page F-51

9. We note that you present "profit from operations before costs
relating to antitrust proceedings and restructuring, net" and
"profit
from operations before costs relating to antitrust proceedings,
net"
on the face of your consolidated statements of operations and
"cash
provided by operating activities before payment of antitrust
fines"
on the face of your consolidated statement of cash flows.  Please
tell us whether this presentation of non-U.S. GAAP information is
clearly and specifically identified as an acceptable measure under
IFRS.  If not, please revise future filings to remove these
captions
from your financial statements.  If these measures are clearly and
specifically identified as an acceptable measure under IFRS,
please
disclose in future filings that these presentations do not comply
with U.S. GAAP.  As a related matter, we see your disclosures on
page
F-12 that costs relating to antitrust proceedings and to
restructuring measures are disclosed separately "to enhance the
quality of presentation of earnings capacity."  If this
presentation
is not required by IFRS please revise future filings to remove
this
statement.

10. Please provide us with your statements of changes in
shareholders` equity using balances determined under US GAAP.

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  When sending supplemental information
regarding this filing, please include the following ZIP+4 code in
our
address: 20549-6010.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
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 comments, 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 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3604 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.

      Sincerely,

Kate Tillan
Assistant Chief Accountant
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Mr. Sten Daugaard
SGL Carbon Aktiengesellschaft
September 14, 2005
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