SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
SGL CARBON AG o  P.O.Box 5020 o  65040 Wiesbaden      Head Office

                                                      Chief Financial Officer
United States
Security and Exchange Commission                      Sten Daugaard
Lynn A. Dicker                                        Phone  +49 611 6029-215
Division of Corporation Finance                       Fax    +49 611 6029-201
450 Fifth Street, N.W.                                sten.daugaard@sglcarbon.de
Washington, DC 20549
USA                                                   11/14/05

Dear Ms. Dicker, dear Ms. Tillan:

This letter is in response to the comment letter dated  September 15, 2005, from
Ms.  Dicker  to Mr.  Sten  Daugaard,  Chief  Financial  Officer  of  SGL  Carbon
Aktiengesellschaft (the "Company" or "SGL"), regarding the comments of the Staff
of the Securities and Exchange Commission (the "Commission") with respect to the
Company's Form 20-F for the year ended December 31, 2004.

This letter  contains  our  supplemental  responses to your  comments.  For your
convenience,  we have  followed the format of your letter and have included each
of your comments as a preface to each of our responses.

In  connection  with  our  responses  to  the  Staff's  comments,   the  Company
acknowledges  that (i) it is  responsible  for the  adequacy and accuracy of the
disclosure  in its  filings;  (ii) 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 (iii) it 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.

We  understand  that  you may  have  additional  questions  upon  review  of our
responses or may request supplemental information.  We welcome any questions you
may have regarding our responses and look forward to working with you to enhance
our disclosure in future filings with the Commission.

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.

Chairman of supervisory board:                           SGL CARBON AG
Max Dietrich Kley                                        Head Office

Board of Management:                                     Rheingaustrasse 182
Robert J. Koehler                                        65203 Wiesbaden/Germany
Theodore H. Breyer                                       Phone  +49 611 6029-0
Sten Daugaard                                            Fax    +49 611 6029-101
Dr. Hariolf Kottmann                                     www.sglcarbon.com

Corporate domicile: Wiesbaden
Registration court Wiesbaden
HRB 9448

<PAGE>

Response SGL:

We  appreciate  the  Staff  permitting  the  Company  to make  this  change on a
prospective  basis.  We will  include a  revised  disclosure  in future  filings
stating our conclusions are as of the end of the period covered by the report.

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.

Response SGL:

We agree  with the  Staff  that  under US GAAP as well as IFRS all  subsidiaries
should be included in our consolidation.  The Company's policy is to consolidate
all subsidiaries.  However,  the Company operates in a decentralized  accounting
environment and has a number of small  subsidiaries.  Therefore,  as a matter of
convenience,  we did  not  include  some  of  the  smaller  subsidiaries  in our
consolidation   due  to  the  cost  and  effort   involved  in  completing   the
consolidation on a timely basis. Additionally, the financial information that is
available  is  prepared  on a  statutory  basis,  and  the  Company  has not yet
completed  the  process  necessary  to prepare  full IFRS and US GAAP  financial
statements for these subsidiaries.

To analyze the materiality of excluding these  subsidiaries from  consolidation,
we used the statutory results of the  non-consolidated  subsidiaries  (after the
elimination  of  transactions  with the  consolidated  group) for 2003 and 2004,
which  are  expected  to  approximate  IFRS and US GAAP  results,  and these are
summarized below and compared to the consolidated results:

                                                     2003         2004
                                                   (euro)000    (euro)000
                                                  ------------ -----------
Consolidated net sales                                915,800     926,200
Net sales of non consolidated subs                     16,694      23,571
Percent of sales                                        1.82%       2.54%

Consolidated net loss                                 -50,300     -81,700
Net loss of non-consolidated subs                      -2,859        -299
Percent of net loss                                     5.68%       0.37%

Based on the estimated  results noted above, we concluded that the impact of not
consolidating these subsidiaries is not material from a quantitative perspective
for the years ended December 31, 2004 and 2003. As stated above, the Company has
not yet  completed  the  process  necessary  to  prepare  full  IFRS and US GAAP
financial statements for these subsidiaries. When this process is completed, the

<PAGE>

Company will be able to determine the impact of consolidating these subsidiaries
on stockholders'  equity and total assets.  However,  based upon the information
currently   available,   the  Company  does  not  believe  that  the  impact  on
stockholders'  equity,  total  assets  or any other  balance  sheet  measure  is
material as of December 31, 2004 or as of any prior period.

We also  have  considered  the  qualitative  impact on other  factors  including
compliance with debt covenants,  analyst expectations,  management compensation,
trend of earnings on a consolidated  and segment basis and have determined there
is no significant impact on any of these qualitative measures.

The Company is  currently  revising its  financial  statement  close  process to
prepare IFRS and US GAAP information for all of its subsidiaries and include all
subsidiaries  in  consolidation  on a go forward  basis.  In  addition,  we will
clarify our accounting  policy in respect to  consolidation in future filings as
follows:

"The consolidated  financial  statements include all subsidiaries.  Subsidiaries
are  defined as  entities  that are  controlled  by SGL  Carbon  AG.  Control is
presumed to exist when SGL Carbon AG owns,  either directly or indirectly,  more
than  half  of  the  voting  power  of an  entity,  unless  it  can  be  clearly
demonstrated that such ownership does not constitute control."

3.   As a related matter, we see your disclosures on page F-10 under non-current
     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 US 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 US GAAP in your accounting for this investment.

Response SGL:

The sentence cited from page F-10 under  non-current  financial  assets actually
reads:   "Significant   investments  are  measured  at  equity"  and  refers  to
investments in associates where SGL has a significant influence.

SGL's accounting  policy regarding  associated  companies is to apply the equity
method. We will clarify our accounting policy in respect to associates in future
filings as follows:

"Investments in associated  companies are accounted for using the equity method.
An entity is regarded as an  associate  if SGL has a  significant  influence  to
participate in the financial and operating policy decisions of this entity,  but
has no control  over those  policies.  If an SGL holds,  directly or  indirectly
through  subsidiaries,  20% or more of the  voting  power of the  entity,  it is
presumed  that  the SGL has  significant  influence,  unless  it can be  clearly
demonstrated that this is not the case."

In respect to SGL Tokai Carbon Ltd. where SGL owns a share of 51%,  please refer
to question No. 2 as this  subsidiary  was excluded  from  consolidation  due to
immateriality and therefore is included in the analysis discussed thereunder.

<PAGE>

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.

Response SGL:

This  disclosure  was made by the Company in order to  communicate to readers of
the financial  statements that statutory audits have been performed and opinions
issued on the financial  statements of most of our subsidiaries.  However,  this
disclosure  is  unrelated  to the  overall  consolidated  SGL  Carbon  financial
statement audit scope and does not represent a scope limitation. This disclosure
is not required under German statutory  requirements or IFRS, and we will remove
this disclosure in future filings.

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 US GAAP.  If  material,  please  revise  your
     reconciliation  of to US GAAP  to  discuss  and  quantify  any  differences
     between IFRS and US GAAP.

Response SGL:

The wording on page F-8 under the paragraph  Consolidation methods "After having
recognized hidden reserves and liabilities,  any remaining excess of the cost of
acquisition  over net assets acquired is recognized as goodwill."  refers to our
accounting policy applied only for business combinations.

All business  combinations  are accounted  for by applying the purchase  method,
which is in line with both IFRS and  US-GAAP.  Under  this  method,  the  assets
acquired and liabilities assumed in a business combination are measured at their
fair values at the date of acquisition.

The term "hidden reserves and liabilities"  refers to the difference between the
fair values and book values of assets acquired and liabilities  assumed and is a
literal  translation from a German expression,  which is commonly used in German
accounting   language   describing   business   combinations.   To   avoid   any
misunderstandings  we will remove this  language in future  filings and disclose
the following accounting policy:

"Business  combinations  are accounted for by applying the purchase  method.  On
acquisition  date assets acquired and liabilities  assumed are measured at their
fair values at the date of acquisition.  Any excess of the cost of the purchased
business  over the acquired  interest in the net fair value of the  identifiable
net assets is recognized as goodwill. Until December 31, 2003, goodwill has been
amortized on a straight-line  basis over its estimated useful life in accordance
with IAS 22. As of January 1,  2004,  the  company  adopted  IFRS 3.  Therefore,
goodwill is no longer  amortized  but reviewed for  impairment  annually or more
frequently  if events or changes on  circumstances  indicate  that the  carrying
value may be impaired."

<PAGE>

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 US 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.

Response SGL:

The disclosure on page 49 in the paragraph "Inventory  obsolescence"  relates to
return and rotation privileges granted by our vendors to SGL, and therefore this
does not impact revenue recognition. However, this does impact the determination
of any potential net realizable value  adjustments on inventory subject to these
contractual arrangements.  These contractual arrangements are limited in the SGL
Group and therefore had no material impact on the financial  statements over the
past years.

On page F-12 we have disclosed that sales are recorded "net of any discounts and
rebates  granted".  Sales  discounts and rebates offered by SGL to our customers
include:

     -    discounts for early payment
     -    rebates or volume discounts based on exceeding agreed sales targets

Discounts for early  payment are common in Germany and the Company  provides our
customers  with a discount  if they pay within a  specified  period.  SGL Carbon
records  these  discounts as a reduction of sales revenue based on the estimated
discounts to be taken.  Discounts provided to our customer for early payment are
typically  a 2%  discount  if paid  within 10 days and  amounted  to (euro)  1.8
million in 2003 and (euro)2.7 million in 2004.

Volume rebates/discounts to be paid are recorded as a reduction of revenue