SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 GrafTech International Ltd.
 982 Keynote Circle Brooklyn
Heights, Ohio 44131 May 22, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549 Attn: Eranga Dias

 Re:
 GrafTech International Ltd.
 Registration Statement on Form S-3 (File
No. 333-296171) Ladies and Gentlemen:
 On behalf of GrafTech International Ltd. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-296171) of the Company be
accelerated to 4:30 p.m. Eastern Time on May 27, 2026, or as soon as practicable thereafter. The Company respectfully requests that you notify Kimberly J. Pustulka of such effectiveness by a telephone call to
 (216) 586-7002. Please contact Kimberly J. Pustulka at Jones Day at (216) 586-7002 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

 Very truly yours,

 GRAFTECH INTERNATIONAL LTD.

 By:

 /s/ Andrew J. Renacci

 Name: Andrew J. Renacci

 Title:  Chief Legal Officer and Corporate Secretary

 cc:
 Kimberly J. Pustulka, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 27, 2026

Timothy Flanagan
Chief Executive Officer
GRAFTECH INTERNATIONAL LTD
982 Keynote Circle
Brooklyn Heights, OH 44131

 Re: GRAFTECH INTERNATIONAL LTD
 Draft Registration Statement on Form S-3
 Submitted February 20, 2026
 CIK No. 0000931148
Dear Timothy Flanagan:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

July 25, 2024
Catherine Hedoux-Delgado
Interim Chief Financial Officer and Treasurer
Graftech International Ltd.
982 Keynote Circle
Brooklyn Heights, Ohio 44131
Re:Graftech International Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-13888
Dear Catherine Hedoux-Delgado:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Andi Carpenter and
Hugh West

 June 24, 2024

 Re: GrafTech
International Ltd.

 Form 10-K for the Fiscal Year Ended December 31, 2023

Form 10-Q for the Quarterly Period Ended March 31, 2024

Filed April 26, 2024

 File No. 001-13888

 Dear Ms. Carpenter and Mr. West,

GrafTech International Ltd., a Delaware corporation (the “Company”), is submitting this letter in response to the comment letter it received from
the staff (the “Staff”) of the Securities and Exchange Commission, dated June 12, 2024 (the “Comment Letter”), in regard to the above-referenced Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 filed by the Company on February 14, 2024 and the Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed by the Company on April 26,
2024.

 Below is the Company’s response to the comment contained in the Comment Letter. For the convenience of the Staff, the response set forth below
corresponds to the italicized comment contained in the Comment Letter.

 Form 10-Q for the Quarterly Period
Ended March 31, 2024

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

Reconciliation of Net Loss to Adjusted Net Loss, page 34

1.
 We note your reconciliation includes adjustments for Rationalization-related expenses, consisting primarily
of inventory and fixed asset write-offs ($2,202 and $453, respectively), associated with the cost rationalization and footprint optimization plan announced in February 2024. It is not clear to us how you determined such costs would not be considered
a normal, recurring part of your operations. In this regard, we believe that decisions about the timing, method, and pricing of dispositions of inventory are normal, recurring activities integral to the management of an ongoing business. Tell us how
you determined that these adjustments are appropriate based on the guidance in Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non- GAAP Financial
Measures. Please advise or revise to remove the aforementioned adjustments from this, and any other non-GAAP measure (e.g., cash cost of goods sold on page 37), for all periods presented in your future
filings.

 Response:

 We
respectfully acknowledge the Staff’s comment and confirm that the Company has considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations
for Non-GAAP Financial Measures and believe that these write-offs are not recurring and are not part of normal operations as discussed below.

The write-offs of $2.2 million of inventory and $0.5 million of fixed assets, which were included in the Condensed Consolidated Statements of
Operations as a component of Cost of Goods Sold, were those costs incurred as a direct result of the decision to indefinitely suspend the majority of production activities at the Company’s facility in St. Marys, Pennsylvania and to indefinitely
idle certain assets within its remaining graphite electrode footprint. These actions were associated with the Company’s cost rationalization and footprint optimization plan announced in February 2024 and resulted in the Company incurring an
immaterial amount of severance costs, contract termination costs, as well as the write-offs noted above.

 The inventory
write-off consisted primarily of raw materials that are used in the production of graphite electrodes. The majority of production processes, including forming, baking, pitch impregnation and re-baking processes at the Company’s facility in St. Marys, Pennsylvania, were indefinitely suspended. Because the raw materials in question could only be used in the suspended operations, the St. Marys
facility was no longer able to use the raw materials located on the premises. Furthermore, certain of these raw materials were unique to the St. Marys operations and others could not be transported to other locations without a significant loss in
value, as such relocation thereof would lead to a deterioration in the properties and quality of the raw materials. As a result, the Company recognized a $2.2 million write-off of such inventory. Absent
the decision to indefinitely suspend the majority of production processes at the Company’s facility in St. Marys, Pennsylvania, the raw material inventory would not have lost its utility to the Company and these charges would not have been
incurred.

 By contrast to this one-time inventory write-off related to raw materials at St. Marys, the Company’s recurring inventory write-offs are generally related to products not meeting required specifications. These write-offs affect products that have
been manufactured, either to an intermediate or to a complete level, and which, after testing, are found to not meet specifications and are therefore deemed not eligible for further processing or for sale. The write-offs of out-of-specification products represented an annual average cost of approximately $1.3 million over the last four years. Although these write-offs are recurring, their
magnitude varies greatly between quarters depending on the production cycles, specific customer specification requests and results of quality trials. For example, these inventory write-offs represented $1.4 million in the fourth quarter of 2023
and $2.5 million in the second quarter of 2020. Despite the irregular intervals of the elevated level of such write-offs, the Company does not adjust for them when preparing its non-GAAP measures, because
these write-offs are deemed to be a recurring and normal part of our operations.

 Further, the Company does not adjust its
non-GAAP measures for inventory write-offs recorded under the ASC 330-10-35 guidance. In the first quarter of 2024 and the fourth
quarter of 2023, the Company recorded lower-of-cost-or-market inventory valuation
adjustments of $2.7 million and $12.4 million, respectively, which were not excluded from non-GAAP measures as they reflected the impact of market conditions integral to the management of the
Company’s ongoing business.

 In contrast to the above, the inventory write-offs recorded in the first quarter of 2024 and adjusted from non-GAAP measures were not related to out-of-specification products or to lower-of- cost-or-market inventory valuation adjustments: they were non-recurring and
not part of our normal operations. As noted above, absent the decision to indefinitely suspend most production processes at the Company’s facility in St. Marys, Pennsylvania, these charges would not have been incurred.

The rationalization-related fixed asset write-off of $0.5 million consisted of construction in process projects
that will no longer be completed as a direct result of the majority of the production processes at the St. Marys facility being indefinitely suspended and the decision to indefinitely idle certain assets within the Company’s remaining graphite
electrode footprint. Absent these decisions made in the first quarter of 2024, these projects would not have been halted prior to their conclusion and the write-offs would not have been incurred.

The Company believes that based on the facts and circumstances, the write-offs of the inventory located at the St. Marys facility and of the construction in
process assets were distinct from the recurring write-offs incurred in normal operations because they were a direct result of the decision to indefinitely suspend the majority of the production activities at the Company’s St. Marys facility and
indefinitely idle certain assets within its remaining graphite electrode footprint. By adjusting for these charges related to the rationalization initiative, the Company believes that it improved comparability between periods.

The Company believes that the rationalization-related expenses in its presentation of non-GAAP financial
measures were appropriate under the circumstances and not misleading.

 If you have any questions regarding the foregoing, please do not hesitate to
contact the undersigned at 1.216.676.2322.

 Very truly yours,

/s/ Catherine Hedoux-Delgado

 Catherine Hedoux-Delgado

Interim Chief Financial Officer and Treasurer

United States securities and exchange commission logo
June 12, 2024
Catherine Hedoux-Delgado
Interim Chief Financial Officer and Treasurer
Graftech International Ltd.
982 Keynote Circle
Brooklyn Heights, Ohio 44131
Re:Graftech International Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2024
Filed April 26, 2024
File No. 001-13888
Dear Catherine Hedoux-Delgado:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ended March 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Reconciliation of Net Loss to Adjusted Net Loss, page 34
1.We note your reconciliation includes adjustments for Rationalization-related expenses,
consisting primarily of inventory and fixed asset write-offs ($2,202 and $453,
respectively), associated with the cost rationalization and footprint optimization plan
announced in February 2024.  It is not clear to us how you determined such costs would
not be considered a normal, recurring part of your operations.  In this regard, we believe
that decisions about the timing, method, and pricing of dispositions of inventory are
normal, recurring activities integral to the management of an ongoing business.  Tell us
how you determined that these adjustments are appropriate based on the guidance in
Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures.  Please advise or revise to remove the aforementioned

 FirstName LastNameCatherine Hedoux-Delgado
 Comapany NameGraftech International Ltd.
 June 12, 2024 Page 2
 FirstName LastName
Catherine Hedoux-Delgado
Graftech International Ltd.
June 12, 2024
Page 2
adjustments from this, and any other non-GAAP measure (e.g., cash cost of goods sold on
page 37), for all periods presented in your future filings.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Andi Carpenter at 202-551-3645 or Hugh West at 202-551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 21, 2024
Cornish Hitchcock
Partner, Hitchcock Law Firm PLLC
GrafTech International Ltd
5614 Connecticut Avenue, N.W.
Suite 304
Washington, D.C. 20015
Re:GrafTech International Ltd
Preliminary Proxy Statement filed by Nilesh Undavia
Filed March 15, 2024
File No. 001-13888
Dear Cornish Hitchcock:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement filed by Nilesh Undavia
Cover Letter, page 4
1.Please consider listing all of the company's proposals on page 4.
2.We note your disclosure on page 5, and similar language in the form of the proxy card,
that for cards that have been signed and directions given to only vote for one of the
company nominees, you will exercise discretionary authority to vote also for your
nominee. Rule 14a-4(c) does not permit such use of discretionary authority. See Question
139.08 in the Proxy Rules and Schedules 14A/14C Compliance and Disclosure
Interpretation  (November 17, 2023) for additional guidance. Please revise your disclosure
and your proxy card accordingly.

 FirstName LastNameCornish Hitchcock
 Comapany NameGrafTech International Ltd
 March 21, 2024 Page 2
 FirstName LastName
Cornish Hitchcock
GrafTech International Ltd
March 21, 2024
Page 2
The Undavia Group Nominee, page 13
3.Please disclose required addresses for each participant in the solicitation. See Item
5(b)(1)(i) and (ii) of Schedule 14A.
4.Please review and revise this section to provide consistent disclosure about the number of
shares of the company owned by Mr. Undavia (different totals appear on page 13) and
whether Mr. Undavia does or does not have beneficial ownership of any shares of the
company (page 14, clause (iii)).
Form of Proxy Card, page 35
5.Please revise the form of proxy card to mark it as preliminary.
6.Rule 14a-4(b)(4)(i) requires you to include a "WITHHOLD" option where the voting
standard for election of directors is a plurality, as is the case with the current election.
Here, you have included an "ABSTAIN" voting option despite the fact that your
disclosure on page 17 indicates it will have no legal effect. Please revise your proxy card
accordingly.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

March 4, 2019

VIA EDGAR

Tim Buchmiller
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement on Form S-1 (File No. 333-230056)

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GrafTech International Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will be declared effective by 4:40 p.m., Eastern Time, on March 6, 2019 (the “Effective Date”), or as soon as possible thereafter. We ask, however, that the Registration Statement not be declared effective until you speak to our counsel on the Effective Date.

Please contact Sandra L. Flow of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2494, prior to declaring the Registration Statement effective on the Effective Date, or if you have any other questions or concerns regarding this matter.

[remainder of page intentionally left blank]

Very truly yours,

/s/ Gina K. Gunning

Gina K. Gunning

Chief Legal Officer and   Corporate Secretary

cc:                                Sandra L. Flow

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

March 4, 2019

BY EDGAR

Tim Buchmiller

Office of Electronics and Machinery

Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement Filed on Form S-1
 File No. 333-230056

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that the number of Preliminary Prospectuses dated March 4, 2019 that will be furnished to 6 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others on the date hereof will be approximately 1,000.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:40 p.m., Eastern Time, on March 6, 2019 or as soon thereafter as practicable.

[Signature Pages Follow]

Very truly yours,

J.P. MORGAN SECURITIES LLC
 CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the several Underwriters

J.P. MORGAN SECURITIES LLC

/s/ Jin Izawa

Name: Jin Izawa

Title: Vice President

[Signature Page to Underwriters’ Acceleration Request]

CREDIT SUISSE SECURITIES (USA) LLC

/s/ Andrew Frame

Name: Andrew Frame

Title: Director

[Signature Page to Underwriters’ Acceleration Request]

October 15, 2018
Gina K. Gunning, Esq.
Chief Legal Officer
GrafTech International Ltd.
982 Keynote Circle
Brooklyn Heights, OH 44131
Re:GrafTech International Ltd.
Draft Registration Statement on Form S-1
Submitted October 12, 2018
CIK No. 0000931148
Dear Ms. Gunning:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Sandra L. Flow, Esq.

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

August 6, 2018

VIA EDGAR

Caleb French
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:

GrafTech International Ltd.

Registration Statement on Form S-1 (File   No. 333-226609)

Dear Mr. French:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GrafTech International Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will be declared effective by 4:30 p.m., Eastern Time, on August 8, 2018 (the “Effective Date”), or as soon as possible thereafter. We ask, however, that the Registration Statement not be declared effective until you speak to our counsel on the Effective Date.

Please contact Sandra L. Flow of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2494, prior to declaring the Registration Statement effective on the Effective Date, or if you have any other questions or concerns regarding this matter.

[remainder of page intentionally left blank]

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Chief Financial Officer, Vice President Finance and Treasurer

cc:                                Gina Gunning

Chief Legal Officer and Secretary

GrafTech International Ltd.

Sandra L. Flow

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

August 6, 2018

BY EDGAR

Caleb French

Office of Electronics and Machinery

Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement Filed on Form S-1
 File No. 333-226609

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that the number of Preliminary Prospectuses dated August 6, 2018 that will be furnished to 6 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others on the date hereof will be approximately 1,000.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m., Eastern time, on August 8, 2018 or as soon thereafter as practicable.

[Signature Pages Follow]

Very truly yours,

J.P. MORGAN SECURITIES LLC
 CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the several Underwriters

J.P. MORGAN SECURITIES LLC

/s/ Eugene Sohn

Name: Eugene Sohn

Title: Executive Director

[Signature Page to Underwriters’ Acceleration Request]

CREDIT SUISSE SECURITIES (USA) LLC

/s/ John M. Traugott

Name:  John M. Traugott

Title:  Managing Director

[Signature Page to Underwriters’ Acceleration Request]

August 1, 2018
David J. Rintoul
Chief Executive Officer
GrafTech International Ltd.
982 Keynote Circle
Brooklyn Heights, OH 44131
Re:GrafTech International Ltd.
Draft Registration Statement on Form S-1
Submitted July 20, 2018
CIK 0000931148
Dear Mr. Rintoul:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Caleb French at 202-551-6947 with any questions.
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Sandra L. Flow, Esq.

Mail Stop 3030

January 19, 2018

Via E -mail
Jeffrey C. Dutton
Chief Executive Officer
GrafTech International Ltd.
982 Keynote Circle
Brooklyn Heights, OH 44131

Re: GrafTech  International Ltd.
 Draft Registration Statement on Form S -1
Submitted December 22, 2017
  CIK No. 000 0931148

Dear Mr. Dutton :

We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement o n
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note your use of various metrics and the other measures throughout to illustrate how
you assess your business and results.  Please add disclosure to clarify the inputs and
assumptions underlying the various metrics.  Without limitation, additional comme nts
below identify certain specific areas of concern.

Industry and Market Data, page ii

2. Please tell us whether you commissioned any of the industry and market data presented in
your document.

Jeffrey C. Dutton
GrafTech  International Ltd.
January 19, 2018
Page 2

 GrafTech  historical annual realized pricing and signed three - and five -year contract pricing for
graphite electrodes, page 2

3. Describe in more detail the inputs to each measure presented.  For example, do the
average MT prices reflect incentives, rebates or return s, or similar items?

4. If material, please discuss any relationship between the average prices and cost of raw
materials year over year.  Also explain how your 2010 acquisition of Seadrift has
impacted the data presented.  Do your contacts allow you to pa ss along any changes
related to your costs of raw materials?

5. Explain whether the estimated weighted average contract price reflects the contracted
minimum amount the buyer must purchase, or the gross amount of the contract, whether
or not amounts are mand atory, or some other amount.  Explain what might make the
expected average realized prices differ from the weighted average contract price.

6. Describe the difference between “average realized prices,” “average pricing” here, and
“weighted average selling pr ice” presented on page 45.

Key developments, page 3

7. In view of your disclos ure on pages 3 and 7 regarding key developments and competitive
strengths, please discuss any potential challenges presented since you became an indirect
wholly owned subsidiary  of Brookfield Asset Management through a tender offer to
shareholders, such as changes to management.

The recent restructuring of the graphic electrode industry, page 5

8. Please expand your disclosure on page 6 to state your net losses for the year ended
December 31, 2016 and the nine months ended September 30, 2017.

Our experienced executive leadership and general managers, page 9

9. Please expand the appropriate section to explain what you mean by the “LEAN and Six
Sigma initiatives” mentioned in the last paragraph on page 9.

Implications of Being an Emerging Growth Company, page 11

10. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you or anyone authorize d to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Jeffrey C. Dutton
GrafTech  International Ltd.
January 19, 2018
Page 3

 11. We note you qualify as an emerging growth company as defined in the Jumpstart Our
Busines s Startups Act of 2012 and that you may take advantage of specified reduced
disclosure and other requirements that are otherwise applicable generally to public
companies, which are not emerging growth companies. Please clearly disclose your
election under Section 107(b) of the Jobs Act regarding whether you elect to opt -out of
the extended transition period for complying with new or revised accounting standards
and include a statement that the election is irrevocable.

Capitalization, page 36

12. Please explain to us how you calculated “total capitalization” in the table on page 36
since it is not the sum of total debt and stockholders’ equity.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating Metrics, page 45

13. You present 7 different operating metrics in the chart on page 45, but do not discuss
changes in each of these measures within your comparative disclosure.  Please revise to
include such a discussion or advise.

14. Discuss whether your shipment metric nets returns, replacements or other issues that
might affect whether the shipment represents a sale of the product.

15. Discuss any material assumptions underlying the metrics.

Results of Operations and Segment Review, Provision for income ta xes, page 47 and 50

16. Revise to describe and quantify the reasons for changes in the effective income tax rate
each period. We note that you currently only discuss how the effective tax rate differed
from the U.S. statutory rate.

Management, page 90

17. Revise the disclosure on page 90 to disclose when Mr. Bloom joined your company.

18. Clarify the dates during which your officers and directors served in the cited roles.  For
example, it is unclear when Mr. Gordon served as Managing Director at BAM .

Underwriti ng, page 109

19. We note your disclosure in the third paragraph of this section about changing the offering
price and other selling terms.   If true, revise to clarify that you are referring to changes
after completion of this offering.

Jeffrey C. Dutton
GrafTech  International Ltd.
January 19, 2018
Page 4

 Consolidated Financia l Statements

Note (3) Segment Reporting, page F -9

Note (5) Segment Reporting, page F -45

20. We note that you provide segment operating (loss) income; however, you only report one
operating segment. The objective of requiring disclosures about segments of a public
entity is to provide information about the different types of business activities in  which a
public entity engages and the different economic environments in which it operates. The
footnote does not disclose different types of business activities in which the Company
engages, but rather includes a measure for the same set of operations th at is presented in
the consolidated financial statements. Please explain to us how the presentation of a
segment measure for an entity with one single operating segment complies with the
objective of ASC 280 -10-10.

21. As a related matter, it appears th at your presentation of segment operating (loss) income
is a non -GAAP measure.  In this regard, please tell us how you considered the prohibition
against presenting a non -GAAP financial measure in the footnotes to the financial
statements. Refer to Item 10( e)(ii)(C) of Regulation S -K.

22. We reference the disclosure on page F -5 that your only reportable segment, Industrial
Materials, is comprised of two major product categories, graphite electrodes and needle
coke products. Please explain to us why you have not provided the entity wide
disclosures required by ASC 280 -10-50-40.

 You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551 -3676 if you have questions regarding comments on the financial
statements and related matters.  Please conta ct Tom Jones at (202) 551 -3602 or me at (202) 551 -
3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:   Sandra L. Flow, Esq.

CORRESP
1
filename1.htm

GrafTech   International Ltd.
   982 Keynote Circle
   Brooklyn Heights, Ohio USA 44131

April 16, 2018

VIA EDGAR

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement on Form S-1 (File No. 333-223791)

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, GrafTech International Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will be declared effective by 3:00 p.m., Eastern Time, on April 18, 2018 (the “Effective Date”), or as soon as possible thereafter. We ask, however, that the Registration Statement not be declared effective until you speak to our counsel on the Effective Date.

Please contact Sandra L. Flow of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2494, prior to declaring the Registration Statement effective on the Effective Date, or if you have any other questions or concerns regarding this matter.

[remainder of page intentionally left blank]

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

April 16, 2018

BY EDGAR

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement Filed on Form S-1
  File No. 333-223791

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between April 4, 2018 and the date hereof, the number of Preliminary Prospectuses dated April 4, 2018 which were furnished to 10 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others was approximately 1,000.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Eastern time, on April 18, 2018 or as soon thereafter as practicable.

[Signature Pages Follow]

Very truly yours,

J.P. MORGAN SECURITIES   LLC

CREDIT SUISSE   SECURITIES (USA) LLC

As Representatives of   the several Underwriters

J.P. MORGAN SECURITIES LLC

/s/ Jin Izawa

Name: Jin Izawa

Title: Vice President

[Signature Page to Underwriters’ Acceleration Request]

CREDIT SUISSE SECURITIES (USA) LLC

/s/ Santiago Gilfond

Name: Santiago Gilfond

Title: Managing Director

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

April 13, 2018

BY EDGAR AND BY HAND

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Amendment No. 4 to Registration Statement on Form S-1
 Filed on April 13, 2018
 File No. 333-223791

Dear Ms. Ravitz:

GrafTech International Ltd. (the “Company”) has filed today amendment no. 4 (“Amendment No. 4”) to the registration statement on Form S-1 (File No. 333-223791) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2018. Amendment No. 4 has been filed solely for the purposes of (i) reflecting the stock split of the Company’s outstanding common stock that was effected on April 12, 2018, and accordingly including the final audit report of the Company’s independent auditors in the prospectus contained in the Registration Statement, (ii) filing certain exhibits to the Registration Statement, including a revised validity opinion (Exhibit 5.1) and (iii) updating certain information in Part II of the Registration Statement.

For the convenience of the staff of the Division of Corporation Finance of the Commission (the “Staff”), we are also sending, by hand, five copies of each of this letter and Amendment No. 4 in paper format, marked to show changes from amendment no. 3 to the Registration Statement as filed on April 4, 2018.

If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief   Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

April 4, 2018

BY EDGAR AND BY HAND

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed on April 4, 2018
 File No. 333-223791

Dear Ms. Ravitz:

GrafTech International Ltd. (the “Company”) has filed today amendment no. 3 (“Amendment No. 3”) to the registration statement on Form S-1 (File No. 333-223791) filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2018.

For the convenience of the staff of the Division of Corporation Finance of the Commission (the “Staff”), we are also sending, by hand, five copies of each of this letter and Amendment No. 3 in paper format, marked to show changes from amendment no. 2 (“Amendment No. 2”) to the Registration Statement as filed on April 2, 2018.

In response to telephone conversations with members of the Staff on March 30, 2018 and April 2, 2018, the Company also supplements our prior correspondence with the Staff as follows:

1.                                      In response to our discussions with the Staff, in Amendment No. 2, on pages 55 and 56, the Company revised the presentation of the capitalization table to align more closely with the presentation of accumulated deficit in the pro forma column of the balance sheet as of December 31, 2017 and described in a footnote to the capitalization table certain pro forma adjustments that differ from the pro forma column of the balance sheet presentation.

2.                                      In response to our discussions with the Staff, in Amendment No. 3, in the section entitled “Dividend Policy” on page 54, the Company revised the disclosure of the expected future quarterly cash dividend to include a discussion of the context for this expectation and the expected source of such dividend payments.

3.                                      In response to our discussions with the Staff, the Company supplementally confirms that none of the Company’s new customer contracts constitute a contract “upon which the registrant’s business is substantially dependent” (as contemplated by Item 601 of Regulation S-K).  In particular, with respect to the Company’s new customer contracts, the Company expects that only one customer may represent more than 10% of total revenue for the year ended December 31, 2018.  Due to the increased demand for the Company’s products, the Company believes this customer does not pose a significant risk, as sales to this customer could be replaced by demand from other customers.

*****************************

2

If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212)-225-2000.

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief   Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

April 2, 2018

BY EDGAR AND BY HAND

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed on April 2, 2018
 File No. 333-223791

Dear Ms. Ravitz:

GrafTech International Ltd. (the “Company”) has filed today amendment no. 2 (“Amendment No. 2”) to the registration statement on Form S-1 (File No. 333-223791) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2018.

For the convenience of the staff of the Division of Corporation Finance of the Commission, we are also sending, by hand, five copies of Amendment No. 2 in paper format, marked to show changes from amendment no. 1 to the Registration Statement as filed on March 23, 2018.

If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

March 23, 2018

BY EDGAR

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on March 23, 2018
 File No. 333-223791

Dear Ms. Ravitz:

GrafTech International Ltd. (the “Company”) has filed today amendment no. 1 (“Amendment No. 1”) to the registration statement on Form S-1 (File No. 333-223791) filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2018.

As discussed with the staff of the Division of Corporation Finance (the “Staff”) of the Commission, for the convenience of the Staff, we are also sending, by hand, five copies of Amendment No. 1 in paper format, marked to show changes from the third draft registration statement on Form S-1 as confidentially submitted on March 6, 2018.

If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212)-225-2000.

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief   Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

GrafTech   International Ltd.

982 Keynote   Circle

Brooklyn   Heights, Ohio USA 44131

March 20, 2018

BY EDGAR

Amanda Ravitz
 Assistant Director
 Office of Electronics and Machinery
 Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, NE
 Washington, D.C. 20549

Re:                 GrafTech International Ltd.
 Registration Statement on Form S-1
 Filed on March 20, 2018
 CIK No. 0000931148

Dear Ms. Ravitz:

GrafTech International Ltd. (the “Company”) has filed today its initial registration statement on Form S-1 (CIK No. 0000931148) (the “Registration Statement”) via the Securities and Exchange Commission’s EDGAR system. The Registration Statement relates to a proposed initial public offering and listing of the Company’s common stock.

If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212)-225-2000.

Very truly yours,

/s/ Quinn J. Coburn

Quinn J. Coburn

Vice President, Chief   Financial Officer and Treasurer

cc:                                Tom Jones

Kristen Lochhead

Brian Cascio

Securities and Exchange Commission

Sandra L. Flow

Adam Fleisher

Alejandro Canelas Fernandez

Cleary Gottlieb Steen & Hamilton LLP

June 26 , 2015

Via E-mail
David Nowak
Managing Partner
BCP IV GrafTech Holdings LP
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario MJ5 2T3

Re: GrafTech International Ltd .
Amendment No. 1 to Schedule TO -T
Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al.
Amendment No. 1 to Schedule 13E -3
Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al.
File No.  005-45707

Dear Mr. Nowak :

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 advising 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 s and the information you provide in
response to these comments, we may have additional comments.

1. Special Factors – Background of the Offer , page 3

1. Refer to comment 7 in our prior comment letter and your resp onse.  In your response
letter, describe the facts supporting your determination that the consulting firm is not a
third party covered by Item 1015  of Regulation M -A.

7. Certain Information Concerning the Company, page 55

2. Please include the draft disclosure provided in response to prior comment 16 in the next
amendment to the Schedule TO.

David Nowak
BCP IV GrafTech Holdings LP
June 26, 2015
Page 2

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
Michael J. Aiello, Esq.
 Jackie Cohen , Esq.
 Weil, Gotshal & Manges LLP

CORRESP
1
filename1.htm

CORRESP

 June 18, 2015

Via EDGAR and EMAIL

 Tiffany Piland Posil, Esq.

 Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
GrafTech International Ltd.

 Schedule 14D-9 Filed May 26, 2015

Schedule 13E-3 Filed May 27, 2015

File No. 005-45707

 Dear
Ms. Posil:

 This letter is submitted in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 5, 2015 with respect to the above-referenced Schedule 14D-9 (as amended to date, the
“14D-9”) and Schedule 13E-3 (as amended to date, the “13E-3”) filed by GrafTech International Ltd. (the “Company”).

 For
your convenience, I set forth each comment from your letter in bold typeface and include the Company’s response below it.

 General

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

 The Company acknowledges the Staff’s comment and will add cross references to the
disclosure set forth under the captions “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Shares Held by Non-Employee Directors and Executive Officers of the Company” and “Item 6. Interest in Securities of the
Subject Company” into Items 11(a) and 11(b) of the 13E-3, respectively. In addition, disclosure will be added under the caption, “Item 6. Interest in Securities of the Subject Company” in the 14D-9 that states, “To the
Company’s knowledge, after making reasonable inquiry, other than as contemplated by the Investment Agreement, neither of the general partners of Purchaser or Brookfield Capital Partners IV L.P (“BCP IV LP”), nor any of the
directors and officers of Purchaser, Acquisition Sub, Brookfield or BCP IV LP beneficially own any securities in the Company nor has purchased or acquired securities of the Company during the past 60 days.”

 Tiffany Piland Posil

 Page
 2

 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 the currently outstanding Shares.” Please disclose the number of shares that must be tendered in order to satisfy the Minimum Condition.

The Company acknowledges the Staff’s comment (and comment number 3 below) and will add the following disclosure to the subsection titled “Merger
Agreement” of Item 3 (“Past Contracts, Transactions, Negotiations and Agreements”) of the 14D-9 to explain the number of Shares required to be tendered to satisfy the Minimum Condition and the Merger Condition and the
assumptions related thereto.

 “As of May 22, 2015, 137,240,008 Shares were outstanding. As previously publicly disclosed, prior
to the commencement of the Offer, Purchaser agreed to acquire shares of Preferred Stock under the Investment Agreement, convertible as of the date of issuance into 30,000,000 Shares, a portion of which is subject to stockholder approval.
Accordingly, assuming the consummation of the transactions contemplated by the Investment Agreement, upon the closing of the Offer the number of outstanding Shares on an as converted basis would be 167,240,008. Satisfaction of the Minimum Condition
requires that, upon the closing of the Offer, Purchaser must own at least 30% of the Shares outstanding on an as converted basis, which, assuming consummation of the transactions contemplated by the Investment Agreement and no change in the Shares
outstanding since May 22, 2015, would be 50,172,003 Shares. Since Purchaser would own outstanding Preferred Stock that would be convertible into 30,000,000 Shares, an additional 20,172,003 Shares (or 14.7% of the Shares outstanding as of
May 22, 2015) would need to be purchased at the expiration of the Offer in order to satisfy the Minimum Condition.

 Satisfaction of
the Merger Condition requires that, upon the closing of the Offer, Purchaser must own at least 80% of the Shares outstanding on an as converted basis, which, assuming consummation of the transactions contemplated by the Investment Agreement, and no
change in the Shares outstanding since May 22, 2015, would be 133,792,007 Shares. Since Purchaser would own outstanding Preferred Stock that would be convertible into 30,000,000 Shares, an additional 103,792,007 Shares (or 75.6% of the Shares
outstanding as of May 22, 2015) would need to be purchased at the expiration of the offer in order to satisfy the Merger Condition.

The Company believes that the number of Shares outstanding immediately prior to expiration of the Offer is likely to change from the number of
Shares outstanding as of May 22, 2015 due to grants, vesting and forfeitures of employee equity awards, exercise by employees of employee stock options, contributions by the Company to the Savings Plan funded with Shares ordinary course and
other changes and, accordingly, the percentages and numbers of currently outstanding Shares required to be tendered to satisfy the Minimum Condition and the Merger Condition are likely to change. The Company does not believe, however, that such
changes will be material to the likelihood of satisfaction of such conditions.”

 Tiffany Piland Posil

 Page
 3

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 tender 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.

Please see previous response.

 Item 4. The
Solicitation or Recommendation, page 11

 Back ground and Reasons for the Board’s Recommendation, page 11

4.
Disclosure indicates that the “Board discussed various alternatives to the proposed 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.

 The Company acknowledges the Staff’s comment and will modify the disclosure to
the subsection titled “(b) Background and Reasons for the Board’s Recommendation — Background” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to make it clear that the Board
discussed variations on the proposed transactions with Brookfield. See Attachment A, which reflects in a blackline format all changes to be made to the 14D-9 in response to this comment and comment 5 below.

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.

The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the
Board’s Recommendation — Background” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9, pertaining to Company’s decision not to solicit other potential transaction partners. See also
Attachment A, which reflects in a blackline format all changes to be made to the 14D-9 in response to this comment and comment 4 above.

“The Board discussed the Company’s liquidity, financing alternatives available to the Company, the Company’s 2015 first quarter
results, changes in the Company’s forecasted results and the potential impact thereof on those financing alternatives, the time frame for pursuing either a standalone financing transaction or a financing transaction and a tender offer
transaction with Brookfield, the time-frame for pursuing financing alternatives with third parties or in the public market, the likely interest of third parties in acquiring the Company (including possibilities considered by the Board over the
preceding years), the likely time-frame for such third parties or other strategic or financial bidders to make to a definitive offer or to respond to an invitation to do so, and whether a go shop process would enable both securing a definitive offer
at such time from Brookfield and allow for soliciting superior offers after announcement of entry into a definitive agreement with Brookfield.”

“The Board also discussed the proposed go shop process and concluded that such process would be sufficient to solicit definitive offers,
if any, from strategic and financial parties whom the Board reasonably believed could have an interest in

 Tiffany Piland Posil

 Page
 4

making and consummating a proposal, taking into account reasonably expected financial resources, financing contingencies, antitrust considerations, business conditions and considerations, and
execution capabilities. The Board also discussed Brookfield’s strong track record of success, demonstrated confidence in the Company’s strategic plan and prospects, and proposal and ability to engage in a tender offer transaction without a
financing condition that would allow stockholders to choose immediate liquidity at a premium for some or all of their Shares and avoid the risks inherent in the current operating environment or to participate in the Company as a stockholder
following the closing of the proposed tender offer with the benefit of Brookfield’s sponsorship going forward to the extent the conditions to the Merger, particularly the Merger Condition, were not satisfied, as well as the Company’s
negotiated right to pursue other transaction partners during the go shop period, the risk that Brookfield would withdraw its proposal and not engage in further discussions if the Company was simultaneously pursuing alternative or competing
transactions or partners, and the risk that a broad process could result in public leaks or rumors that could damage the Company and even ultimately prevent the Company from being able to undertake any transaction.”

“, including Brookfield’s willingness to permit the Company to consider an unsolicited competing acquisition transaction even after
the go shop process”

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.

The Company acknowledges the Staff’s comment and respectfully refers the Staff to the Company’s disclosure presented on page 18 of the 14D-9
under the caption, “Reasons for the Offer and the Merger; Fairness of the Offer and the Merger” and the disclosure in the 13E-3 incorporated by reference to the Offer to Purchase under the captions “Special Factors –
Section 2 – Purpose of the Offer; Plans for the Company,” “Special Factors – Section 5 – Certain Effects of the Offer” and “The Tender Offer – Section 5 – Certain U.S. Federal Income Tax
Consequences of the Offer.” In addition, the following disclosure will be added to the subsection titled “Book Value and Ratio of Earnings to Fixed Charges” of Item 8 (“Additional Information”) of the
14D-9.

 “Upon completion of the Merger, Purchaser’s direct and indirect beneficial ownership interest in the Company’s net
book value and net income would increase from 0% to 100%. Based on the Company’s net book value of approximately $1.0 billion as of December 31, 2014 (as reported in the Company’s Annual Report on Form 10-K), this increase would
result in Purchaser’s direct and indirect beneficial interest in the Company’s net book value increasing by approximately $1.0 billion. Based on the Company’s net income as of December 31, 2014 (as reported in the Company’s
Annual Report on Form 10-K), this increase would result in Purchaser’s direct and beneficial ownership interest in the Company’s net loss increasing by approximately $285.4 million.”

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

 Tiffany Piland Posil

 Page
 5

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 equity interest in the company going forward, consider whether they should be filers on the Schedule 13E-3. We may have further comments.

The Company advises the Staff that none of the Company’s directors (except Mr. Hawthorne) will retain any interest in the Company upon consummation
of the Offer and none of the Company’s officers (including Mr. Hawthorne), individually or collectively, will retain a material equity interest in the Company upon such consummation. Accordingly, the Company does not believe that any of
the Company’s officers should be filers on the 13E-3. The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the Board’s Recommendation
— Intent to Tender” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to describe the reasons for the intended actions.

“To the Company’s knowledge, after making reasonable inquiry, 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 significant portion of their Shares (from approximately 50% to 100%) in the Offer. As described elsewhere
herein, the Board views the Offer as an opportunity for the Company’s stockholders to choose immediate liquidity at a premium for some or all of their Shares and avoid the risks inherent in the current operating environment or to participate in
the Company as a stockholder following the closing of the Offer with the benefit of Brookfield’s sponsorship going forward to the extent the conditions to the Merger, particularly the Merger Condition, are not satisfied. Accordingly, the
officers intend to tender a portion of Shares for personal purposes and to retain the remaining Shares to participate in the Company as a stockholder following the closing of the Offer to the extent the conditions to the Merger, particularly the
Merger Condition, are not satisfied, due to their personal assessment of management’s strategy for the long-term value creation and positioning of the Company to benefit from a recovery in the current industry cycle.”

Certain Forecasts, page 28

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

The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the
Board’s Recommendation — Certain Forecasts” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to describe the material assumptions underlying management projections and the limitations
thereof.

 “The Company does not make public forecasts or projections or provide public guidance as to future
performance or other prospective financial information beyond the current fiscal year, and the Company is especially wary of making forecasts or projections for extended periods due to the unpredictability of the underlying assumptions and
estimates. However, the Company’s management prepared non-public, internal financial forecasts regarding the Company’s results for 2015 through 2024 and provided such forecasts to J.P. Morgan, in connection with its evaluation of

 Tiffany Piland Posil

 Page
 6

the fairness, from a financial point of view, of the Offer. The Company has included below a summary of these forecasts for the purpose of providing

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

May 1 , 2015

Via E -mail
Mr. David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafTech International Ltd.
Preliminary Revised Proxy Statement on Schedule 14A
Filed April 23 , 2015  by Nathan Milikowsky , et al.
File No.  001-13888

Dear Mr. Feirstein :

We have reviewed the above -referenced  filing  and have the following comment.

1. In order to use a universal ballot, the company’s nominees must have consented to being
named in yo ur proxy statement and to serve, if elected.  See Rule 14a -4(d)(1).  Please
supplementally advise us whether the company’s nominees have provided such consent.
If not, please revise to eliminate any reference to a universal ballot.

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

CORRESP
1
filename1.htm

CORRESP

 April 21, 2015

Via EDGAR and EMAIL

 Tiffany Piland Posil, Esq.

 Senior Special Counsel

 Office of Mergers and Acquisitions

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Washington, D.C. 20549

Re:
GrafTech International Ltd.

PRE 14A filed March 31, 2015,

 as amended by PRER 14A filed April 13, 2015

 File No. 001-13888

Dear Ms. Piland Posil:

 This letter is
submitted in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set
forth in your letter dated April 17, 2015, with respect to the above-referenced preliminary proxy statement (the “Proxy Statement”) filed by GrafTech International Ltd. (the “Company”) on March 31, 2015, as amended on
April 13, 2015.

 For your convenience, I have set forth each comment from your letter in bold typeface and included the
Company’s response below it. References to page numbers mean page numbers of the amended Proxy Statement filed concurrently herewith.

 About
the Annual Meeting, page 1

 We note the revised disclosure in response to prior comment 6. Please revise to clarify that
discretionary authority may be exercised to vote for a substitute nominee if a bona fide nominee named in the proxy statement is “unable to serve or for good cause will not serve.” See Rule 14a-4(c)(5).

The Company acknowledges the Staff’s comment and will revise the disclosure to clarify that discretionary authority may be exercised to
vote for a substitute nominee if a bona fide nominee named in the proxy statement is “unable to serve or for good cause will not serve.”

 Tiffany Piland Posil

April 21, 2015

 Page Two

Voting Mechanics, page 3

Please disclose the effect of abstentions on proposals 1-4 and 6. See Item 21(b) of Schedule 14A.

The Company acknowledges the Staff’s comment and will add the effect of abstentions on proposals 1-4 and 6.

What are the possible effects, under the Company’s debt agreements …, page 6

Disclosure indicates that a “ratings downgrade for this purpose will be deemed to occur only if each rating agency downgrades the notes
(if the notes are then investment grade) or one rating agency downgrades the notes (if the notes are then below investment grade).” Please reconcile this disclosure with the definition of a Ratings Event in the Indenture filed as Exhibit 4.1 to
the Form 8-K filed November 20, 2012.

 The Company acknowledges the Staff’s comment and will reconcile its disclosure with
the definition of a Ratings Event in the Indenture filed as Exhibit 4.1 to the Form 8-K filed November 20, 2012.

 Proposal One: Election of
Nine Directors …, page 7

 Disclosure indicates that the “Board unanimously recommends submitting the enclosed WHITE
proxy … to vote FOR each of the Board’s seven nominees for director” and the “Board unanimously recommends that you disregard any blue proxy or voting instruction card that may be sent to you by the Milikowskys.” Please
advise us, with a view toward revised disclosure, how the Board reached a unanimous decision in those regards since three of the seven current directors are participants in a solicitation in opposition to the company’s nominees.

The Company acknowledges the Staff’s comment and will revise this disclosure to clarify that the Board recommends such submission (as
opposed to “the Board unanimously recommends” such submission).

 Tiffany Piland Posil

April 21, 2015

 Page Three

Proposal Five: By-Law Repeal Proposal, page 85

Disclosure indicates that “Mr. Milikowsky delivered to the Company a notice of intent to present at the Annual Meeting a proposal to
repeal any new by-law or any amendment to the by-laws in effect as of the date of the Annual Meeting and adopted after September 30, 2012 that is inconsistent with or disadvantageous to the Milikowsky Group or to the election of the members of
the Milikowsky Control Slate.” However, the actual text of the resolution does not appear to limit its scope to amendments that are inconsistent with or disadvantageous to the Milikowsky Group or to the election of the members of the Milikowsky
Control Slate. Please revise to reconcile the disclosure with the actual text and scope of the resolution.

 The Company acknowledges
the Staff’s comment and will remove the disclosure which limits the scope of the resolution to amendments that that are inconsistent with or disadvantageous to the Milikowsky Group or to the election of the members of the Milikowsky Control
Slate.

 On behalf of the Company, I hereby acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; 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.

Thank you very much for your attention to our response. I would welcome the opportunity to discuss further any of the points discussed in this
letter or to provide supplementary materials that will assist in your review. If you have any questions, please call me at (216) 676-2397.

Sincerely yours,

/s/ John D. Moran

John D. Moran

April 17, 2015

Via E -mail
Mr. 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.
Preliminary Revised Proxy Statement on Schedule 14A
  Filed April 13 , 2015
  File No. 001-13888

Dear Mr. Moran :

We have reviewed your filing and have the following comments :

About the Annual Meeting, page 1

1. We note the revised disclosure in response to prior comment 6.  Please revise to clarify
that discretionary authority  may be exercised to  vote for a substitute nominee if a bona
fide nominee named in the proxy statement is “unable to serve or for good  cause will not
serve.”  See Rule 14a -4(c)(5).

Voting Mechanics, page 3

2. Please disclose the effect of abstentions on proposals 1 -4 and 6.  See Item 21(b) of
Schedule 14A.

What are the possible effects, under the Company’s debt agree ments …, page 6

3. Disclosure indicates that a “ratings downgrade for this purpose will be deemed to occur
only if each rating agency downgrades the notes (if the notes are then investment grade)
or one rating agency downgrades the notes (if the notes are then below investme nt
grade). ”  Please reconcile this disclosure with the definition of a Ratings Event in the
Indenture filed as E xhibit  4.1 to the Form 8 -K filed November 20, 2012.

Mr. John D. Moran
GrafTech International Ltd.
April 17, 2015
Page 2
 Proposal One: Election of Nine Directors …, page 7

4. Disclosure indicates that the “Board unanimously recommends submitting the enclosed
WHITE proxy … to vote FOR each of the Board’s seven nominees for director” and the
“Board unanimously recommends that you disregard any blue proxy or voting instruction
card that may be sent to you by the Milikowskys.”  Please advise us, with a view toward
revised disclosure, how the Board reached a unanimous decision in those regards since
three of the seven current directors are participants in a solicitation in opposition  to the
company’s nominees.

Proposal Five: By -Law Repeal Proposal, page 85

5. Disclosure indicates that “Mr. Milikowsky delivered to the Company a notice of intent to
present at the Annual Meeting a proposal to repeal any new by -law or any amendment to
the by-laws in effect as of the date of the Annual Meeting and adopted after
September  30, 2012 that is inconsistent with or disadvantageous to the Milikowsky
Group or to the election of the members of the Milikowsky Control Slate.”  However, the
actual text of the resolution does not appear to limit its scope  to amendments that are
inconsistent with or disadvantageous to the Milikowsky Group or to the election of the
members of the Milikowsky Control Slate .  Please revise to reconcile the disclosure with
the actual text and scope of the resolution.

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.

CORRESP
1
filename1.htm

CORRESP

 April 13, 2015

Via EDGAR and EMAIL

 Tiffany Piland Posil, Esq.

 Senior Special Counsel

 Office of Mergers and Acquisitions

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Washington, D.C. 20549

Re:
GrafTech International Ltd.

 PRE 14A filed March 31, 2015

File No. 001-13888

 Dear
Ms. Piland Posil:

 This letter is submitted in response to the comments of the staff (the “Staff”) of the Office of Mergers
and Acquisitions of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 9, 2015, with respect to the above-referenced preliminary proxy
statement (the “Proxy Statement”) filed by GrafTech International Ltd. (the “Company”).

 For your convenience, I have
set forth each comment from your letter in bold typeface and included the Company’s response below it. References to page numbers mean page numbers of the amended Proxy Statement filed concurrently herewith.

General

 1. In order to use a
universal ballot, Mr. Milikowsky’s nominees must have consented to being named in the company’s proxy statement and to serve, if elected. See Rule 14a-4(d)(1). Please supplementally advise us whether Mr. Milikowsky’s
nominees have provided such consent. If not, please revise to eliminate any reference to a universal ballot.

 The Company acknowledges
the Staff’s comment and confirms that Mr. Milikowsky’s nominees have consented to being named in the Company’s proxy statement and to serve, if elected. The Company will supplementally provide the Staff with a copy of such
consent.

 Tiffany Piland Posil

April 13, 2015

 Page Two

 2. File your form of proxy, which must be filed at least 10 calendar days prior to the
date definitive copies of the proxy statement and form of proxy are first sent or given to security holders. See Rule 14a-6(a).

 The
Company acknowledges the Staff’s comment and filed a preliminary form of the proxy card on April 10, 2015.

 3. Please clearly
mark your proxy statement and form of proxy, when filed, as “Preliminary Copy.” See Rule 14a-6(e)(1).

 The Company
acknowledges the Staff’s comment and will add “SUBJECT TO COMPLETION – PRELIMINARY COPY” on the header of the Proxy Statement for each subsequent Proxy Statement.

4. Please provide all the disclosure required by Item 5(b)(1) of Schedule 14A.

The Company acknowledges the Staff’s comment. Item 5(b)(1) calls for the disclosure of any substantial interest, direct or indirect,
by security holdings or otherwise, of each participant as defined in paragraphs (a) (ii), (iii), (iv), (v) and (vi) of Instruction 3 to Item 4 of Schedule 14A. The persons constituting participants as so defined are: three
incumbent nominees, Randy Carson, Thomas Danjczek and Joel Hawthorne; M. Catherine Morris, a current director and member of the Special Committee of the Board described in the Proxy Statement; and nominees Robert Conrad, James Egan, James Spencer
and Robert Weber. As indicated below, the Company has disclosed in the Proxy Statement or will modify the Proxy Statement to disclose the participants’ interests in any matter to be acted upon at the meeting and include the following
information, to the extent applicable:

 (i) Name and business address of the participant. – The business address of each participant
is 6100 Oak Tree Blvd., Independence, Ohio 44131, which will be added to the Proxy Statement.

 (ii) The participant’s present
principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on. – See the biographical information for each nominee beginning on page 17.
Biographical information for Ms. Morris, the only other participant, shall be included or incorporated by reference in the Proxy Statement.

 Tiffany Piland Posil

April 13, 2015

 Page Three

 (iii) Whether or not, during the past ten years, the participant has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. – There is no information that is
required to be disclosed that has not already been disclosed in the Proxy Statement. See the affirmation of the same on page 23.

 (iv) The
amount of each class of securities of the registrant which the participant owns beneficially, directly or indirectly. – See the beneficial ownership of the incumbent directors on page 72. The Company will modify the Proxy Statement to provide
such information for nominees Robert Conrad, James Egan, James Spencer and Robert Weber, the only other participants.

 (v) The amount of
each class of securities of the registrant which the participant owns of record but not beneficially. – There is no information that is required to be disclosed that has not already been disclosed in the Proxy Statement.

(vi) All securities of the registrant purchased or sold within the past two years, the dates on which they were purchased or sold and the
amount purchased or sold on each such date. - The Company will modify the Proxy Statement to provide such information for each participant.

(vii) Funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. – There is no information that is
required to be disclosed that has not already been disclosed in the Proxy Statement.

 (viii) Whether or not the participant is, or was
within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. – There is no information that is required to be disclosed that has not already been disclosed in the Proxy Statement.

(ix) The amount of securities of the registrant owned beneficially, directly or indirectly, by each of the participant’s associates and
the name and address of each such associate. – There is no information that is required to be disclosed that has not already been disclosed in the Proxy Statement.

 Tiffany Piland Posil

April 13, 2015

 Page Four

 (x) The amount of each class of securities of any parent or subsidiary of the registrant
which the participant owns beneficially, directly or indirectly. – There is no information that is required to be disclosed that has not already been disclosed in the Proxy Statement.

(xi) Information required by Item 404(a) of Regulation S-K (§ 229.404(a) of this chapter). – There is no information that is
required to be disclosed that has not already been disclosed in the Proxy Statement.

 (xii) Whether or not the participant or any
associates of the participant have any arrangement or understanding with any person—(A) with respect to any future employment by the registrant or its affiliates; or (B) with respect to any future transactions to which the registrant or
any of its affiliates will or may be a party. – There is no information that is required to be disclosed that has not already been disclosed in the Proxy Statement.

5. We note your disclosure throughout that Mr. Milikowsky is seeking control of GrafTech without paying stockholders a control
premium. Please revise to qualify all such statements by noting that control premiums are not commonly associated with exercising a right to nominate directors, but rather are referred to in connection with purchases of a controlling interest in the
capital stock of a company. Please note that we do not believe it would be appropriate to instead refer to any impact on the potential to receive a control premium in future transactions, given that new directors should not be presumed to act
inconsistently with their fiduciary duties.

 The Company acknowledges the Staff’s comment and will add such qualifying statements
in the Proxy Statement.

 About the Annual Meeting, page 1

6. Disclosure indicates that “[i]f any of the nominees nominated by the Board are not available for election at the time of the
meeting, discretionary authority will be exercised by the proxyholders … to vote for substitutes designated by the Board ….” Please revise this disclosure and similar disclosure on page 7 to conform to the standard set forth in Rule
14a-4(c)(5) with respect to the scope of the discretionary authority granted with the proxy.

 Tiffany Piland Posil

April 13, 2015

 Page Five

 The Company acknowledges the Staff’s comment and will clarify that the discretionary
authority to vote for substitutes shall be limited to the election of bona fide nominee(s) named in the Proxy Statement unless such nominee(s) is unable to serve.

7. Please confirm to us that in the event the board of directors identifies or nominates a substitute nominee prior to the annual
meeting, the company will file an amended proxy statement that (1) identifies the substitute nominee, (2) discloses whether the nominee has consented to being named in the revised proxy statement and to serve, if elected, and
(3) includes disclosure required by Items 5(b) and 7 of Schedule 14A with respect to the nominee.

 The Company acknowledges the
Staff’s comment and confirms that it will file an amended Proxy Statement with such disclosure under such circumstances.

 Voting Mechanics,
page 3

 8. Disclosure on page 3 indicates that broker non-votes will not be included in determining the presence of
quorum. Please reconcile this disclosure with disclosure on page 87 that “broker non-votes will count toward the presence of a quorum.”

The Company acknowledges the Staff’s comment and will correct the disclosure on page 87.

9. If you retain the disclosure on page 3 indicating that broker non-votes will not be included in determining the presence of
quorum, provide us with a detailed legal analysis, including a discussion of applicable state law and NYSE regulations, supporting this statement.

Section 216 of the General Corporation Law of the State of Delaware (the “DGCL”) provides in part that, “[s]ubject
to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities
having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum
consist of less than 1/3 of the shares entitled to vote at the meeting…” (emphasis added)

 Tiffany Piland Posil

April 13, 2015

 Page Six

 Consistent therewith, Article I, Section 7(a) of the Company’s Amended and Restated
By-Laws (the “By-Laws”) provides that, “[e]xcept as otherwise required by the [DGCL] or the Certificate of Incorporation [of the Company] or as provided with respect to meetings consisting solely of holders of shares of Preferred
Stock [of the Company] in the resolution or resolutions providing for the issuance of such shares, the presence, at the commencement of such meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of capital
stock of the [Company] entitled to vote at a meeting of stockholders shall be required in order to constitute a quorum for the transaction of business thereat.” (emphasis added)

NYSE Rule 452.11 provides in part that “[a] member organization… may give or authorize the giving of a proxy to vote such stock,
provided the person in the member organization giving or authorizing the giving of the proxy has no knowledge of any contest as to the action to be taken at the meeting and provided such action is adequately disclosed to stockholders and does
not include authorization for a merger, consolidation or any other matter which may affect substantially the rights or privileges of such stock.” It further provides that “[g]enerally speaking, a member organization may not give or
authorize a proxy to vote without instructions from beneficial owners when the matter to be voted upon: … (2) is the subject of a counter-solicitation, or is part of a proposal made by a stockholder which is being opposed by management
(i.e., a contest); … (12) authorizes the implementation of any equity compensation plan, or any material revision to the terms of any existing equity compensation plan (whether or not stockholder approval of such plan is required by
subsection 8 of Section 303A of the NYSE’s Listed Company Manual); …(19) is the election of directors …; … (21) relates to executive compensation. …Commentary to Item 21 - A matter relating to executive
compensation would include, among other things, the items referred to in Section 14A of the Exchange Act (added by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), including (i) an advisory vote to
approve the compensation of executives, [and] (ii) a vote on whether to hold such an advisory vote every one, two or three years.” It is our understanding that if a third party solicits proxies in opposition to the Company with respect to
one or more proposals at an election, the vote on all proposals will be deemed to be part of a contested solicitation.

 Accordingly, as
disclosed on page 4 of the Proxy Statement, there are no items on the agenda for the Annual Meeting for which a member organization may give or authorize the giving of a proxy since all of the items on the agenda are covered by one of the
prohibitions under NYSE Rule 452.11. The Company will clarify the disclosure in the Proxy Statement. Given that brokers will not be entitled to vote shares for which they have not received instructions pursuant to NYSE Rule 452, such brokers (with
respect to such shares) do not

 Tiffany Piland Posil

April 13, 2015

 Page Seven

qualify to be included among those counted to determine the presence of a quorum in accordance with the DGCL or the By-Laws.

10. Disclosure indicates that “there are not expected to be any broker non-votes.” We understand that NYSE rules do not
permit discretionary voting by brokers or other nominees on any matters in a contested solicitation, and that this could result in a broker non-vote with respect to any proposal if a beneficial owner does not give instructions to the broker or other
nominee with respect to that proposal. Given these factors, please describe in greater detail how you concluded that there will not be any broker non-votes in your contested solicitation.

The Company acknowledges the Staff’s comment and will remove this statement.

11. Disclosure indicates that abstentions will have no effect on the outcome of the votes on Proposals 2 through 6. Given that the
voting standard for Proposal 5 is not less than 67% of the outstanding shares, please advise us how abstentions will have no effect on the outcome of the vote on Proposal 5.

The Company acknowledges the Staff’s comment and will remove this statement regarding Proposal 5 from the Proxy Statement and add
disclosure to clarify that abstentions on Proposal 5 are effectively the same as votes against Proposal 5.

 Proposal Two: Non-Binding Advisory Vote
on Executive Compensation, page 74

 12. Please disclose that you are providing this vote as required pursuant to
Section 14A of the Exchange Act. Also disclose the current frequency of shareholder advisory votes on executive compensation and when the next such shareholder advisory vote will occur. See Item 24 of Schedule 14A.

The Company acknowledges the Staff’s comment and will modify the Proxy Statement to disclose that the non-binding advisory vote on
executive compensation is required pursuant to Section 14A of the Exchange Act and to disclose that non-binding advi

April 9, 2015

Via E -mail
Mr. 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.
Preliminary Proxy Statement on Schedule 14A
  Filed March 31 , 2015
  File No. 001-13888

Dear Mr. Moran :

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

General

1. In order to use a universal ballot, Mr. Milikowsky ’s nominees must  have consented to
being named in the company’s proxy statement and to serve , if elected.   See Rule 14a -
4(d)(1).  Please  supplementally advise us whether Mr. M ilikowsky’s nominees have
provided such consent.  If not, please revise to eliminate any reference to a universal
ballot.

2. File your form of proxy, which must be filed at least 10 calendar days prior to the date
definitive copies of the proxy statement an d form of proxy are first sent or given to
security holders. See Rule 14a -6(a).

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 2
 3. Please clearly mark your proxy statement and form of proxy , when filed, as “Preliminary
Copy .”  See Rule  14a-6(e)(1).

4. Please provide all the disclosure required by Item 5(b) (1) of Schedule 14A.

5. We note your disclosure  throughout that Mr. Milikowsky is seeking control of Gra fTech
without paying stockholders a control premium.   Please revise to qualify all  such
statement s by noting that control premiums are not commonly associ ated with exercising
a right to nominate directors, but rather are referred to in connection with purchases of a
controlling interest in the capital stock of a company.  Please note that we do not believe
it would be appropriate to instead refer to any imp act on the potential to receive a control
premium in future transactions, given that new directors should not be presumed to act
inconsistently with their fiduciary duties.

About the Annual Meeting, page 1

6. Disclosure indicates  that “[i]f any of the nomin ees nominated by the Board are not
available for election at the time of the meeting, discretionary authority will be exercised
by the proxyholders  … to vote for substitutes designated by the Board ….”  Please revise
this disclosure and similar disclosure on page 7 to conform to the standard set forth in
Rule 14a -4(c)(5)  with respect to the scope of the discretionary authority granted with the
proxy .

7. Please confirm to us that in the event the board of directors identifies  or nominate s a
substitute nominee  prior to the annual meeting, the company  will file an amended proxy
statement that (1) identifies the  substitute nominee,  (2) discloses whether the nominee has
consented to being named in the revised proxy st atement and to serve , if elected,  and (3)
inclu des disclosure required by Items 5(b) and 7 of Schedule 14A with respect to the
nominee.

Voting Mechanics, page 3

8. Disclosure on page 3 indicates that broker non -votes will not be included in determining
the presence of quorum.  Please reconcile this disc losure with disclosure on page 87 that
“broker non -votes will count toward the presence of a quorum.”

9. If you retain the disclosure on page 3 indicating that broker non -votes will not be
included in determining the presence of quorum, provide us with a d etailed legal analysis,
including a discussion of applicable state law and NYSE regulations, supporting this
statement.

10. Disclosure indicates that “there are not expected to be any broker non -votes.”  We understand
that NYSE rules do not permit discretiona ry voting by brokers or other nominees on any

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 3
 matters in a contested solicitation, and that this could result in a broker non -vote with respect
to any proposal if a beneficial owner does not give instructions to the broker or other
nominee with respect to that proposal.   Given these factors, please describe in greater detail
how you concluded that there will not be any broker non -votes in your contested solicitation.

11. Disclosure indicates that abstentions will have no effect on the outcome of the votes on
Proposals 2 through 6. Given that the voting standard for Proposal 5 is not less than 67%
of the outstand ing shares , please advise us how abstentions will have no effect on the
outcome of the vote on Proposal 5.

Proposal Two: Non -Binding Advisory Vote on  Executive Compensation, page 74

12. Please disclose that you are providing this vote as required pursuant to Section 14A of the
Exchange Act.  Also disclose the current frequency of shareholder advisory votes on
executive compensation and when the next such shareholder advisory vote will occur.
See Item 24 of Schedule 14A .

Proposal Six: Reimbursement of Milikowsky Expenses …, page 86

13. Since Proposal 6 is not required to be submitted to a vote of stockholders, disclose what
action is intended to be taken by the company in the event stockholders approve Proposal
6.  See Item 18 of Schedule 14A.

Proxy Solicitation, page 89

14. Disclose the cost or anticipated cost of retaining MacKenzie Partners, Inc. and the
number of employees of MacKenzie Partners, Inc. who wi ll solicit stockholders.  See
Item 4(b)(3) (ii) and (iii) of Schedule 14A.

15. Disclose the total expenditures to date for, in furtherance of, or in connection with the
solicitation of stockholders.  See Item 4(b)(4) of Schedule 14A.

When are Stockholder Pr oposals for the 2016 Annual Meeting Due, page 90

16. Please disclose the dates required to be disclosed pursuant to Item 1(c) of Schedule 14A
and Rule 14a -5(e).

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.

Mr. John D. Moran
GrafTech International Ltd.
April 9, 2015
Page 4

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.

Please contact me at (202) 551 -3589 or Christina Chalk, Senior Spe cial 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

March 26 , 2015

Via E -mail
Mr. David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafTech International Ltd.
Preliminary Proxy Statement on Schedule 14A
Filed March 17 , 2015  by Nathan Milikowsky , et al.
File No.  001-13888

Dear Mr. Feirstein :

We have reviewed the above -referenced  filing 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, by providing the requested
information, or by advising 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. It appears you  intend to rely on Rule 14a -5(c) to fulfill certain disclosure obligatio ns by
reference to the company’s  proxy statement.  Pleas e note that in our view, reliance on
Rule 14a -5(c) before the company distributes information to security holders is not
appropriate.  Please tell us whether you intend to disseminate your proxy statement prior
to the distribution of the company proxy stat ement and, if so, confirm your understanding
that you must undertake to provide any omitted information to security holders in the
form of a proxy supplement.

2. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of a criminal conviction  within the last ten
years , please  provide us with a written reply on behalf of each participa nt in response to

Mr. David B. Feirstein
Kirkland & Ellis LLP
March 26, 2015
Page 2
 this line item notwithstanding the fact that a negative response need not be disclosed in
the proxy statement filed on Schedule 14A.

3. Please advise us why NM GTI Investments LLC has not been named as a participant in
the solicitation gi ven that it is a party to the Prospective Nominee Agreement.  Refer to
Instruction 3 to Item 4 of Schedule 14A.

Important Notice Regarding the Availability of Proxy Materials , page 17

4. Please advise us, with a view toward revised disclosure, the method by  which the proxy
statement will be disseminated to record and beneficial owners.  Specifically address
whether or not the disclosure in this section is intended to communicate that Save
GrafTech  is attempting to rely upon Rule 14a -16 for purposes of electr onically
disseminating its proxy statement.

Interests of the Nominees, page 21

5. Please revise to briefly summarize the material terms of the promissory notes from the
company that are held by each participant.  See Item 5(b)(1)(viii) of Schedule 14A.   In
that regard, we note that incorporation by reference is not specifically permitted in Item 5
of Schedule 14.  Refer to Note D to Schedule 14A.

6. We note the disclosure  on page 23  regarding a registration rights and stockholders’
agreement to which cert ain participants are a party.  Please revise to summarize the
material terms of such agreement.  See Item 5(b)(1)(viii) of Schedule 14A.

Solicitation of Proxies, page 24

7. We note your retention of D.F. King & Co., Inc. for solicitation and advisory serv ices.
Please state the cost or anticipate d cost of such services.  See Item 4(b)(3)(ii) of Schedule
14A.

8. Please state the total amount estimated to be spent and the total expenditures to date for,
in furtherance of, or in connection with the solicitation of security holders .  See Item
4(b)(4) of Schedule 14A.

We urge all persons who are responsible for th e 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 filing persons are in possession of
all facts relat ing to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

Mr. David B. Feirstein
Kirkland & Ellis LLP
March 26, 2015
Page 3
 In responding to our comments, please provide a written statement from each filing
person acknowledging that:

 the filing person 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 filing person 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.

Please contact me at (202) 551 -3589 or Christina Chalk, Senior Special Counsel, at (202)
551-3263 if you have a ny questions regarding our comments .

Sincerely,

/s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

January  26, 2015

Via E-mail
Mr. David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafTech International Ltd .
Solic iting Material on Schedule 14A f iled by Nathan Milikowsky et al.
Filed January 23, 2015
 File No.  001-13888

Dear Mr. Feirstein :

We have reviewed the above -referenced filing and have the following comment .

Please respond  to this letter by amending the  filing, by providing the requested
information, or by advising us when you will provide the requested response.  If  you do not
believe our comment applies 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 this comment , we may have additional comments.

General
1. Please advise us how the filing complies  with Exchange Act Rule 14a -12(a)(1)(i).

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 filing persons are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

In responding to our comment , please provide  a written statement from each filing person
acknowled ging that:

 the filing person  is responsible for the adequacy and accuracy of the disclosure in the
filing;

David B. Feirstein
Kirkland & Ellis LLP
January 26, 2015
Page 2
  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 filing person  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.

Please contact me at (202) 551 -3589 or Christ ina 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

May 8 , 2014

Via E -Mail
Stephen Fraidin
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafT ech International Ltd.
DFAN14A filed April 22, 2014
Correspondence dated May 8, 2014
Filed by Nathan Milikowsky  et al
File No. 001-13888

Dear Mr. Fraid in:

We are in receipt of your letter dated today which supplements our telephone
conversation on Tue sday, May 6, 2014 concerning the definitive additional proxy materials filed
on April 22, 2014.  As yo u know, t hose materials include an email from Mr. Na than Milikowsky
to W. Whitney George at Graftech shareholder Royce & Associates  attributing to Mr. George
certain statements concerning Mr. Milikowsky.

We understand that by letter dated April 24, 2014  which has not been made public , Mr.
George has specifically refu ted the statements  attributed to him and has clarified what he state d
regarding Mr. Milikows ky’s role as a future director of Graftech. Rule 14a -9 requires a filer
engaged in a proxy solicitation to “correct any statement in [an] earlier communication … which
has become false or misleading. ” We believe that the disclosure in your A pril 22, 2014 proxy
materials should  be updated to reflect the rec eipt of additional information i.e. the April  24, 2014
letter from Mr. George .

If you have any questions please feel free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

CORRESP

 April 14, 2014

Via EDGAR and EMAIL

 Nicholas Panos, Esq.

Senior Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
GrafTech International Ltd.

 DEF14A filed April 14, 2014

PRER14A filed April 14, 2014

PRER14A filed April 7, 2014

PRER14A filed March 25, 2014

PRE 14A filed March 21, 2014

File No. 001-13888

 Dear
Mr. Panos:

 This letter is submitted to follow up on conversations with the staff (the “Staff”) of the Office of Mergers and
Acquisitions of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”), to accompany the filing made on April 14, 2014, with respect to the above-referenced proxy statements (as
amended to date, the “Proxy Statement”) filed by GrafTech International Ltd. (the “Company”).

 Per your request, the
Proxy Statement has been modified to disclose that none of the Company’s nominees have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or involved in other legal proceedings during the past ten
years, including insolvency laws that would be required to be disclosed under SEC rules. All of the Company’s nominees completed questionnaires representing to the same.

In addition, the Company has expanded its disclosure of the estimated aggregate incremental costs to be incurred by the Company in connection
with the proxy contest to include incidental costs, including printing, delivery, transportation, mailing costs, fees and expenses of counsel, solicitors, public relations and financial advisors.

Thank you very much for your attention to our response. I would welcome the opportunity to discuss further any of the points discussed in this
letter or to provide supplementary materials that will assist in your review. If you have any questions, please call me at (216) 676-2397.

 Sincerely yours,

 /s/ John D. Moran

 John D. Moran

April 7 , 2014

Via E -Mail
David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafT ech International Ltd.
 PRRN14A filed April 1 , 2014
  DFAN14A filed April 1, 2014
Filed by Nathan Milikowsky  et al
File No. 001-13888

Dear Mr. Feirstein :

The Office of Mergers and Acquisitions has review ed the filing s listed above. Our
comments follow. All defined terms have the same meaning as in the revised proxy statement
listed above . All page references are to the redlined proxy statement provided.

PRRN14A filed April 1, 2014

Background of the Solicitation, page 18

1. Refer to comment 8 in our prior letter and the revised disclosure  on page 18 of the proxy
statement. We be lieve it is important  to identify the specific individual(s) who hold $127
million in promissory notes of the Company, in particular  because  of your by -law
amendment proposal to repeal certain bylaw provisions “inconsistent w ith or
disadvantageous to ” Mr. Nathan Milikowsky. Since Save  GrafTech does not  appear  to be
a legal entity, please revise the disclosure to avoid stating that Save  GrafTech holds this
debt. Instead, identify the ind ividual or individuals other than Mr. Jardini who do. Please
make corresponding changes in any additional soliciting materials .

2. Refer to comment 13 in our prior letter. Revise the proxy statement to describe in
reasonable detail  your Nominee ’s plans to make changes at GrafTech if elected to the
Board. For example, we note that the presentation materials dated April 1,  2014 contain
specific examples of corporate  governance  and other changes you intend to make. These
shou ld be summarized in the proxy statement.

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
April 7 , 2014
Page 2

 Proposal No. 5: Save GrafTech ’s Proposal to Adopt a Resolution to Repeal Certain  Provisions of
or Amendments to the Byl aws, page 25

3. We reissue comments 15 and 16 in our prior letter. You have not adequately clarified
what bylaw provisions or amendments would b e considered “inconsistent with or
disadvantageous to ” Mr. Milikowsky or the election of the Nominees. As requested,
providing examples might be helpful in this regard.

4. Refer to comment 17 in our prior letter a nd the revised disclosure  on page 25 of the proxy
statement. You indicate that you are only seeking a “one-time” repeal of any new or
amended bylaws that go into effect or are proposed  between and including  September 30,
2012 and the date of the 2014 Annual Meeting. However, the literal language of the
bylaw amendment proposal appea rs to be much broader. Please revise or advise.

DFAN14A filed April 1, 2014 – Exhibit 1: Prese ntation Materials dated April 1, 2014

5. Predictions as to specific future market values contravene Rule 14a -9’s prohibition
against false and misleading statements in soliciting materia ls. See Note a to Rule 14a -9.
The presentation mat erials contain multiple and specific predictions as to share pri ce
increases  in violation of Rule 14a -9. See for example, Slide 15, 43  and 45. Please revise
and advise what measures you will under take to disseminate corrective  disclosure.

6. Refer to our last comment above. All beliefs and assertions in proxy materials must be
supported by a reasonable factual basis. Please provide support for the predictions and
assertions in the presentation. For example , provide a reasonable basis for your estimated
increase in EBITDA of $112 million and your prediction of a $60 million improvement
in market share (see Slide 15) . Generally describe the underlying  assumptions and
limitations on these figures. In addition, describe what methods you will undertake to
disseminate corrective disclosure .

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

Form CORRESP

 April 2, 2014

Via EDGAR and EMAIL

 Christina Chalk, Esq.

Senior Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:

GrafTech International Ltd.

PRER14A filed March 25, 2014

PRE 14A filed March 21, 2014

 File No. 001-13888

 Dear Ms. Chalk:

This letter is submitted in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 28, 2014, with respect to the above-referenced preliminary proxy statements (as amended to
date, the “Proxy Statement”) filed by GrafTech International Ltd. (the “Company”).

 For your convenience, I have set
forth each comment from your letter in bold typeface and include the Company’s response below it.

 Revised Preliminary Proxy Statement filed on
March 25, 2014

 General

1. Please mark the proxy statement as “preliminary.” See Rule 14a-6(e).

The Company acknowledges the Staff’s comment and will add “SUBJECT TO COMPLETION – PRELIMINARY COPY” on the header of the
notice to shareholders and the proxy statement for each subsequent preliminary proxy statement.

 Christina Chalk

April 2, 2014

 Page Two

 2. See our last comment above. File a form of proxy similarly marked
“preliminary.”

 The Company acknowledges the Staff’s comment and will add “SUBJECT TO COMPLETION –
PRELIMINARY COPY” at the top of each preliminary proxy card subsequently filed by it.

 Proposal One: Election of Nine Directors, page 7

 3. The disclosure here indicates all nominees will serve until the next annual meeting if elected, with the exception of
Mr. Shular, who has informed the Company that he will serve only until December 31, 2014. Clarify what will happen vis-à-vis the Board when he resigns on that date. Will the Board be reduced in size, or will Mr. Shular be
replaced (and if so, by whom)?

 The Company acknowledges the Staff’s comment and will add the following disclosure after the
third sentence in the first paragraph on the page:

 “The Board has no present plan or intention with respect to the vacancy to be
created by the departure of Mr. Shular on December 31, 2014 and accordingly has not identified any prospective replacement for him. The Board may, at that time, either elect to fill the vacancy with a qualified individual to be identified
or reduce the size of the Board to eliminate the vacancy, as it determines to be in the best interests of the Company and all of its stockholders.”

Additional Background of the Solicitation, page 8

4. Refer to the third paragraph in this section. Specify which requirements of GrafTech’s Corporate Governance Guidelines you
assert were not met by Mr. Milikowsky, resulting in him not being re-nominated as a director of the Company in 2013.

 The Company
acknowledges the Staff’s comment and will add the following disclosure on page 8 of the Proxy Statement:

 “As an essential part
of the consideration for the issuance of such shares, the Stockholders’ Agreement (i) granted Daniel and Nathan Milikowsky and certain of their affiliates the right to nominate Nathan Milikowsky (and under certain circumstances a
replacement for him reasonably acceptable to the Board) to serve on the Board and provided for Mr. Milikowsky (or such replacement) to be re-nominated by the Board for election as a director so long as certain conditions were met and
(ii) imposed certain standstill obligations on Daniel and Nathan Milikowsky and their affiliates and related parties because of their Board nominee’s access to inside information. The standstill provisions restrict various types of
takeover and

 Christina Chalk

April 2, 2014

 Page Three

similar or related activities, including, among other things, attempts by Daniel or Nathan Milikowsky or their affiliates to take actions to change, control or influence management except by
Nathan Milikowsky (or such replacement) acting as a Board member.

 In addition, the Stockholders’ Agreement imposed confidentiality
and restricted use (other than as a Board member) obligations on Nathan Milikowsky (or any such replacement), which among other things restricted disclosure to Daniel Milikowsky or any other person unless such disclosure was required by law (subject
to certain notice requirements).

 The conditions for Nathan Milikowsky’s (or such replacement’s) re-nomination for election to
the Board included: (i) satisfaction of the requirements set forth in GrafTech’s Corporate Governance Guidelines and the Nominating Committee Charter, as reasonably determined by the Nominating Committee; and (ii) the absence of any
material breach of the standstill obligations by any person subject to the Stockholders’ Agreement.

 The requirements under the
Nominating Committee Charter (described above) which the Nominating Committee concluded were not satisfied by Mr. Milikowsky were: (i) acting as a member of the Board; and (ii) high personal standards (integrity, honesty and full
disclosure of all present and future conflicts of interest). The requirements under our Governance Guidelines (described above) which the Nominating Committee concluded were not satisfied by Mr. Milikowsky were: (i) compliance with his
duty of undivided loyalty; (ii) compliance with his duty of candor; and (iii) compliance with codes of conduct adopted by the Company (which are applicable to all Company personnel, including all directors, and are and were formally
annually acknowledged by, all Company personnel, including all directors), including those relating to ethics, integrity, conflicts of interest, public disclosure and confidentiality.”

5. Specifically describe the actions or inaction by Nathan Milikowsky which the Company believes breached the confidentiality and
standstill provisions of the Stockholders’ Agreement.

 The Company acknowledges the Staff’s comment and will add the
following disclosure on page 8:

 “Taking into account many years of interaction with Nathan Milikowsky, a special report of a
well-recognized law firm, Wilson Sonsini Goodrich & Rosati, to assist the Nominating Committee with its annual assessment of the Board and its Committees, and the results of an internal investigation by well recognized, highly experienced,
independent investigatory counsel, Morris, Nichols, Arsht & Tunnell LLP, reporting to a Special Committee of the Board comprised entirely of independent directors, the Nominating Committee determined that the facts, circumstances and
evidence established a pattern of deceit and misrepresentation by Nathan Milikowsky that was disruptive to Board functioning and counterproductive to the Board’s discharge of its fiduciary duties to the stockholders.

 Christina Chalk

April 2, 2014

 Page Four

 The Nominating Committee unanimously concluded, after full deliberation, that the conditions
to re-nomination of Nathan Milikowsky for election as a director were not satisfied as described above and recommended to the Board that he not be re-nominated and determined that the Stockholders’ Agreement had been breached by Daniel and
Nathan Milikowsky. The Board unanimously, but for Nathan Milikowsky, concurred in that conclusion and decided not to re-nominate him.

 The
Special Committee was formed by the Board in response to a letter submitted to the Board’s lead independent director, the Company’s General Counsel and the Company’s outside counsel for distribution to the Board by the Company’s
former Chief Financial Officer along with three other employees, based on their personal knowledge and in accordance with express provisions of our Governance Guidelines and codes of conduct. The Special Committee initially consisted of six
directors, all of whom are independent directors. One of those directors subsequently resigned from the Special Committee for the reasons described below. Neither Craig Shular nor Nathan Milikowsky was a member of the Special Committee.

The letter submitted by the Chief Financial Officer reported on a series of communications between representatives of the Company and a large
hedge fund that was an investor and trader in GrafTech shares (the “Hedge Fund”), during which the Hedge Fund revealed intimate contemporaneous knowledge of material non-public information regarding significant M&A transactions then
under consideration, the Company’s plant cost structure and the Company’s capital spending and investment activities, information that was only known to management and members of the Board.

In accordance with corporate governance best practices, the Special Committee engaged well recognized, highly experienced, independent
counsel, Morris, Nichols, Arsht & Tunnell LLP, as counsel to the Special Committee and to conduct a thorough investigation into the matters reported. The Company estimates that over 2,000 hours of personnel time was spent collecting and
reviewing documents and interviewing personnel, including approximately 500 hours by investigatory counsel alone, and that thousands of documents were collected and reviewed during the investigation.

Investigatory counsel reported its conclusions over the course of three separate meetings of the Special Committee. After completion of its
investigation, investigatory counsel reported its conclusion that there had been leaks of material nonpublic information, that there was evidence that Nathan Milikowsky was the source of the leaks, that there was no evidence to support a conclusion
that management or any other director was the source of the leaks and that at least some of that information could not have been developed independently.

 Christina Chalk

April 2, 2014

 Page Five

 Notably during the course of the investigation, Nathan Milikowsky chose not to cooperate
fully, including refusing to sign a customary legal hold notice (the only person to refuse to do so). Investigatory counsel reported that Nathan Milikowsky represented that he produced all documents responsive to investigatory counsel’s
request, although documents produced by another director revealed this representation to be untrue, as described below. Independent investigatory counsel reported that the documents provided by Nathan Milikowsky were incomplete and excluded
specifically requested documents known by the investigatory counsel to exist. Nathan Milikowsky ultimately declined to be interviewed by investigatory counsel where he would have been able to clarify any deficiencies in his document production or
misinterpretation thereof, to explain communications by Daniel Milikowsky and another family member and otherwise refute concerns identified by such counsel.

In reaching its conclusions, the independent directors (whether as members of the Nominating Committee, the Special Committee or the Board)
considered the many facts and circumstances known and presented to them, including all those that they considered material and relevant. These included:

Information obtained through an extensive and thorough internal investigation

•

Nathan Milikowsky was sharing information with Daniel Milikowsky, in violation of his fiduciary duties and contractual obligations. There were multiple communications between the Hedge Fund and Daniel Milikowsky that
Nathan Milikowsky did not report to the Board, including communications related to stock buybacks at the same time that the Audit Committee (of which Nathan Milikowsky was member) was establishing the parameters and directing the execution thereof.
Further, when Mary Cranston asked Nathan Milikowsy during 2012 whether he was in contact with the Hedge Fund, Nathan Milikowsky stated he had had one telephone call with them. During a subsequent Board meeting shortly thereafter, in response to a
request to report that telephone call to the Board, Nathan Milikowsky stated that he had not spoken to the Hedge Fund, but rather that his brother, Daniel Milikowsky, had been contacted by the Hedge Fund. Such statements by Nathan Milikowsky to the
Board were inconsistent with the facts identified in the investigation.

 Christina Chalk

April 2, 2014

 Page Six

•

Another Milikowsky family member, who was also an employee of a different hedge fund, was revealed to be communicating with the Hedge Fund and Nathan Milikowsky was aware thereof.

•

As reported in the Chief Financial Officer’s letter distributed to the Board, the Hedge Fund inquired about and demonstrated intimate contemporaneous knowledge of material non-public information that was only known
to senior management and the directors. The Hedge Fund stated to our Investor Relations team that it objected to a large acquisition by the Company in an area about which the Company had not previously disclosed material interest, of almost exactly
the same type and size that the Company was then considering. The Hedge Fund subsequently named the prospective target. The Hedge Fund disclosed to our Investor Relations team information about the cost structure of our electrode plants and the
status of our capital spending in certain Engineered Solutions business units, information that was some of the Company’s most sensitive information. Investigatory counsel concluded that there was no evidence to support a conclusion that
management or any director other than Nathan Milikowsky was the source of that information and that at least some of the information could not have been determined independently.

Activities intended to deceive his fellow directors

•

Nathan Milikowsky and another director (who was Chair of the Audit Committee) entered into an undisclosed arrangement which the Special Committee, with advice of outside counsel, concluded it was a free option, enabling
that director to benefit from any increase in value of an approximately $200,000 investment in an early stage medical technology company sponsored by Nathan Milikowsky without the concomitant investment risk. Thereafter, that same director became a
supporter of Nathan Milikowsky’s agenda. That same director also thereafter assured Mary Cranston that she would be able to continue as lead director or possibly even become chairperson after management changed. Nathan Milikowsky never
disclosed that conflict of interest when the Special Committee (of which such director was to be a member) was formed and never produced any of the documents related thereto, even though they were within the scope of investigatory counsel’s
production request. Rather, the arrangement was first disclosed at the very end of the investigation by that director, who mentioned it at that time to some other directors, stating that it was only about a $10,000 cash investment, and then later
admitted the full extent of the arrangement and produced documents in an follow up interview by investigatory counsel. That director subsequently resigned from the Special Committee.

•

Nathan Milikowsky deliberately misrepresented the voting intentions of one director in order to deceive another director into supporting his agenda.

 Christina Chalk

April 2, 2014

 Page Seven

 The independent directors also considered that the Special Committee did not have the power
to subpoena testimony or documents from anyone, including directors or third parties (other than officers and employees), that requesting testimony or documents from third parties could likely result in public disclosure and controversy which would
be adverse to the Company and its stockholders, that Nathan Milikowsky denied only that he did not provide information to the Hedge Fund and only that he had no reason to believe Daniel Milikowsky had provided material non-public information to the
Hedge Fund, and that Nathan Milikowsky never denied that Daniel and Nathan Milikowsky were involved with the Hedge Fund in violation of the Stockholders’ Agreement.

The Nominating

March 28 , 2014

Via E -Mail
Clyde Tinnen
Kelley Drye  & Warren LLP
333 West Wacker Drive
Chicago, IL 60606

Re: GrafT ech International Ltd.
  PRER14A filed March 25, 2014
PRE 14A filed March 21, 2014
File No. 001-13888

Dear Mr. Tinnen :

The Office of Mergers and Acquisitions has review ed the filing listed above. Our
comments follow. All defined terms have the same meaning as in the proxy statement listed
above .

Please respond to this letter by revis ing your filing, by providing the requested
information, or by advising 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 am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Revised Preliminary Proxy Statement  filed on March  25, 2014

General

1. Please mark the proxy statement as “preliminary.” See Rule 14a -6(e).

2. See our last comment above. File a form of proxy similarly marked “preliminary.”

Proposal One: Election of Nine Directors , page 7

3. The disclosure  here indic ates all nominees will serve until the next  annual meeting if
elected, with the exception of Mr. Shular , who has informed the Company that he will
serve only until December 31, 2014. Clarify what will happen vis-à-vis the Board when

Clyde Tinnen , Esq.
Kelley Drye  & Warren LLP
March 28, 2014
Page 2

 he resigns on that date. Will the Board be reduced in size , or will Mr. Shular be replaced
(and if so, by whom)?

Additional Background of the Solicitation , page 8

4. Refer to the third  paragraph in this section . Specify which requirements of GrafTech ’s
Corporate Governance Guidelines you assert were not met by Mr. Milikowsy, resulting in
him not bein g re-nominated as a director  of the Company in 2013.

5. Specifically describe the actions or inaction by Nathan Milikowsy which the Company
believes breached the confidentiality and st andstill provisions of the Stockholders ’
Agreement.

6. Refer to the third paragraph in this section. The disclosure appears to state that Mr.
Milikowsky could  not under the terms of the Stockholders ’ Agreement nominate a
replaceme nt Board representative before December 9, 2013. Since it is now after that
date, clarify wheth er he c an do so now .

7. We note the reference at the bottom of page 8 to two settlement offers GrafTech has
proposed to avoid a proxy contest. One is descr ibed.  Please describe th e terms of t he
other proposal.

8. We note the letter dated March 3, 2014 from counsel for the Milikowsky Group
proposing the use of a universal ballot for this el ection contest. We note that you have not
filed a form of proxy  with your proxy statement. As part of the d escription  of the
background to th is solicitation, including the s ettlement discus sions you reference here,
describe your response to this proposal. If you did not r espond, so no te with appropriate
explanation .

Audit and Finance Committee Report, page 26

9. Please provide the disclosure requ ired by Item 9 (e)(5)(ii)  of Schedule 14A.

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 th e Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons  are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each filing
person  acknowledging that:

Clyde Tinnen , Esq.
Kelley Drye  & Warren LLP
March 28, 2014
Page 3

  the filing person  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 filing person  may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal se curities laws of the United States.

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

March 11 , 2014

Via E -Mail
David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafT ech International Ltd.
PREN14A filed February 25, 2014
Filed by Nathan Milikowsky  et al
File No. 001-13888

Dear Mr. Feirstein :

The Office of Mergers and Acquisitions has review ed the filing listed above. Our
comments follow. All defined terms have the same meaning as in the proxy statement listed
above .

Please respond to this letter by revis ing your filing, by providing the requested
information, or by advising 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 am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Preliminary Proxy Statement  filed on February 25 , 2014

General

1. On March 11, 2014, participants in the solicitation including Nathan and Daniel
Milikowsky filed presentation materials as an exhibit to a Schedule 13D/A. According to
the description of the materials in the amended Schedule 13D, they constitute soliciting
materials and should be filed as such.  In addition, the disclosure in your proxy statement
regarding the facts relating to the solicitation and your plans for GrafTech and the alleged
issues with its current management team and operat ions should be consistent with the
presentation and any other proxy materials. As an example only, the presentation
materials state that Nathan Milikowsky and “other partners” hold $200,000,000 of

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 2

 GrafTech debt, which is not disclosed in the proxy statemen t. See our comments below.

2. See our last comment above. On a supplemental basis and with a view to further
disclosure, please provide supporting materials for the assertions in the presentation
materials.  These may include cites to publicly filed periodi c reports of the issuer, copies
of newspaper articles, court papers or other appropriate documentation. It is helpful to
send an annotated version of the materials citing to the supporting materials.

3. Please mark the proxy statement as “preliminary.” See Rule 14a -6(e).

4. See our last comment above. File a form of proxy similarly marked “preliminary.”

How do I revoke a proxy?, page 14

5. Revise to note that a shareholder may also revoke a proxy granted to you by executing a
later-dated proxy to Graf Tech.

Background of the Solicitation , page 16

6. Identify each individual member of the “Milikowsy Group.” Note any affiliation with
your Nominees , to the extent  applicable.

7. Here or in “Interests of the Nominees” on page 19, s ummarize the material terms of the
Stockholders Agreement between the Company and the Milikowsky Group. For example,
in addition to the standstill provisions and the Board representation provided in that
agreement, describe the registration rights as well as any other material provisions.

8. Here or in “Interests of the Nominees” on page 19, d isclose whether the promissory notes
issued by the Company to the Milikowsy Group with aggregate principal amount of
approximately $92 million remain outstanding.

9. Expand the discussion of the “certain letters” exchanged between Nathan Milikowsky
and the Company beginning in November 2013. You state that the letters from the
Company assert ed that the Milikowsky Group was not entitled to designate a nominee to
the Boa rd. What were the states reasons? What was the Milikowsky Group’s response?

10. The disclosure in this section describes  Nathan Milikowsky’s prior tenure with Graf Tech.
Expand to similarly address the tenures of Messrs. Riddick and Jardini. We note the
disclo sure that Mr. Riddick previously served on the Bo ard of Graf Tech from 2004 -2010
and that Mr. Jardini was co -founder and President of C/G Electrodes LLC, a company
acquired by Graf Tech in 2010. (With respect to Mr. Jardini, it is unclear whether he had a
role with Graf Tech after the acquisition of C/G Electrodes.)

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 3

 11. On page 16, you reference an investigation by a special committee established to
investigate possible leaks of information to an investor of Graf Tech. Revise to explain

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 4

 any of the Nominee’s role in such an investigation, whether as a target or otherwise , to
the extent known . We may have further comment.

Arrangements between Save  GrafTech and the Nominees, page 18

12. The second paragraph in this section references a description of the terms an d conditions
of the Prospective Nominee Agreements but no description or summary is provided.
Please revise.

13. Expand to discuss specifically what your nominees intend to change about the
management or operations of Graf Tech if elected.

14. Refer to our last  comment above. In several places in the proxy statement, you state your
belief that the Company has underperformed “as a result of factors including, but not
limited to, poor oversight by the current Board.” Explain specifically what action or
inaction by  the current Board was deficient in your view and what you will do differently
if your nominees are elected to the Board, including but not limited to any changes in
management or business strategy . In addition, explain what other factors besides lack of
Board oversight you believe have caused or contributed to the Company’s
underperformance  and provide appropriate support for your assertions .

Proposal No. 2: Save GrafTech’s Proposal to Adopt a Resolution to Repeal Certain Provisions of
or Amendments to the Bylaws, page 20

15. The scope of this Proposal must  be more clearly defined, such that shareholders know
what types of bylaw provisions or amendments would be impacted by its passage  and its
parameters are understandable to shareholders . For example, what  kinds of bylaw
amendments would be “inconsistent with or disadvantageous to” the election of the
Nominees? To Mr. Milikowsky? Since Mr. Milikowsy is listed separately from the
Nominees  in this Proposal , does this include bylaw provisions or amendments
disadvantageous or “inconsistent” with his personal interest in the Company or  his
contractual dispute with GrafTech? The parameters of Proposal  2 must be clearly and
specifically delineated, such that shareholders understand the scope of the proxy authority
being granted. Please revise.

16. Refer to our last comment above. In describing the interests of each participant in this
election, you must clearly and specifically describe the effect of this proposal on each
Nominee including Mr. Milikowsky. In this rega rd, you must describe what types of
provisions could be “disadvantageous” or “inconsistent with” Mr. Milikowsky, such that
they would be impacted by this Proposal.

17. If Proposal 2 is adopted, what is its scope going forward? That is, would it cover any
future bylaw or bylaw amendment adopted by shareholders from the September 30, 2012

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 5

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 6

 date in perpetuity? Who would determine whether a particular bylaw or bylaw
amendment was impacted  and therefore void ?

18. Clarify whether or not Proposal 2 is conditioned on  the elect ion of some or all of Save
GrafT ech’s Nominees. In either case , disclose prominently.

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 th e Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons  are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each filing
person  acknowledging that:

 the filing person  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 filing person  may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal se curities laws of the United States.

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

June 2 6, 2013

Via E -mail
Lindon G. Robertson
Vice President and Chief Financial Officer
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130

 Re: GrafTech In ternational  Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2012
  Filed February 26 , 2013
File No. 001-13888

Dear Mr. R obertson :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp_1845332.htm

FOIA CONFIDENTIAL TREATMENT REQUEST

Confidential Treatment Requested by GrafTech International Ltd. pursuant to 17 C.F.R. 200.83

GrafTech International Holdings Inc.

12900 Snow Road · Parma, OH  44130

Lindon Robertson

Chief Financial Officer

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 83 OF

THE COMMISSION’S RULES ON INFORMATION AND REQUESTS WITH RESPECT

TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED

IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*]”.

June 13, 2013

VIA EDGAR (REDACTED VERSION) AND

HAND DELIVERY (UNREDACTED VERSION)

Mr. Brian Cascio

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

GrafTech International Ltd.

Form 10-K for the fiscal year ended December 31, 2012

Filed February 26, 2013

File No. 001-13888

Dear Mr. Cascio:

We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 31, 2013, 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, 2012, filed on February 26, 2013 (the “2012 Form 10-K”).

For your convenience, we have reproduced each of the Staff’s comments (in italics) followed by our response.

Because of the commercially sensitive nature of certain portions of the information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The

Confidential Treatment Requested by GrafTech International Ltd. pursuant to 17 C.F.R. 200.83

Securities and Exchange Commission

June 13, 2013

Page Two

Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis

Outlook, page 44

1.

We see that you have quantified and discussed projections for your fiscal year ended December 31, 2013 within this section. We note that you have provided projections for the non-GAAP measure earnings before interest, taxes, depreciation and amortization and other (income) expense. Please describe how you have concluded that the disclosure requirements of Item 10(e)(1)(i) of Regulation S-K do not apply to this projection and non-GAAP measure. In this regard, please specifically address why you did not reconcile this measure to its most directly comparable GAAP measure, did not disclose the reasons why management believes the non-GAAP measure provides useful information to investors and did not describe any additional purposes for which the non-GAAP measures are used.

Response

We acknowledge the Staff’s comment.  Initially, we would point out that we have provided all of the information required under Item 10(e)(1)(i) of Regulation S-K whenever we have provided non-GAAP measures, including earnings before interest, taxes, depreciation and amortization and other (income) expense, in our historical financial information, including in the earnings releases furnished as exhibits to our Current Reports on Form 8-K reporting our results of operations pursuant to Item 2.02 thereof.  See, for example, our Current Report on Form 8-K, also filed on February 26, 2013, concurrently with the filing of the 2012 Form 10-K.  These earnings releases have also included an explanation of why management believes any non-GAAP measures included therein (including, specifically, earnings before interest, taxes, depreciation and amortization and other (income) expense) provide useful information to investors.

In response to the Staff’s comment, we will provide further clarity in our disclosures by also including appropriate reconciliations and explanations meeting the applicable requirements of Item 10(e)(1)(i) of Regulation S-K in our future filings whenever non-GAAP measures are disclosed in any targets or projections which may be included in such filings.

Critical Accounting Policies – Business Combinations and Goodwill, page 59

2.

We see that you performed your annual impairment test of goodwill as of December 31, 2012 based on discounted cash flow models derived from internal earnings forecasts and

Confidential Treatment Requested by GrafTech International Ltd. pursuant to 17 C.F.R. 200.83

Securities and Exchange Commission

June 13, 2013

Page Three

assumptions and noted no impairment existed. In light of the fact that your book value substantially exceeded your market capitalization as of December 31, 2012, please provide us with the following:

●

Quantify the amount of goodwill allocated to the reporting units and the percentage by which fair value exceeded carrying value as of the date of the most recent test;

●

Describe the methods and key assumptions used and how the key assumptions were determined;

●

Discuss the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

●

Describe the potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response

As of December 31, 2012, our book value was $1,349.9 million, compared to a market capitalization of $1,261.7 million, a difference of approximately 7%.

As of December 31, 2012, the total GrafTech goodwill of $498.3 million was allocated to the following reporting units: graphite electrodes: $[*] million, needle coke: $[*] million, and advanced graphite materials: $0.4 million.  As the amount of goodwill assigned to our advanced graphite materials reporting unit is immaterial to our consolidated financial position and results of operations, we did not calculate the estimated fair value of advanced graphite materials during our December 31, 2012 goodwill impairment test.  As of December 31, 2012, the fair value of net assets for each reporting unit (including goodwill) exceeded the carrying value by approximately [*]% for graphite electrodes and [*]% for needle coke.

For purposes of testing goodwill for impairment, we estimate fair value using a discounted cash flow method.  Significant assumptions used in assessing the implied fair value of a reporting unit under the discounted cash flow method include the discount rate used to determine the present value of the cash flows and the projected cash flows generated by each reporting unit. The cash flows are projected based on a year-by-year assessment that considers our experience, estimated market conditions, our internal projections, and relevant publicly available statistics and projections. The cash flows projected are then used as the basis for projecting cash flows for the remaining years in our model.

During our goodwill impairment testing as of December 31, 2012 with respect to our graphite electrodes reporting unit, we noted the recent downturn in the steel industry and the markets that we serve, which we anticipated would continue into the near future.  Based on this, our free cash flow assumptions for this reporting unit included pressure on graphite electrode pricing and reduced demand in the near term.  Based on internal and external information available to us, our model assumed a gradual recovery of the steel industry and the markets we serve, and a concomitant recovery in our graphite electrodes line of business.  When forecasting cash flows for our needle coke line of business, we used a similar methodology of  reviewing publicly available information and internal forecasts to build a cash flow model that we believe is reasonable given the needle coke operating environment.

Confidential Treatment Requested by GrafTech International Ltd. pursuant to 17 C.F.R. 200.83

Securities and Exchange Commission

June 13, 2013

Page Four

The estimated cash flows for each line of business were then discounted based on our weighted average cost of capital (“WACC”).  The WACC was calculated considering the risk free rate, as estimated by the  long-term US Treasury bonds interest rate, our debt to equity ratio, and the beta of the company.  As of December 31, 2012, our WACC was [*]%. We used the same WACC for all of our reporting units as we believe the equity volatility / beta and related business risks between our graphite electrodes and needle coke reporting units would not differ materially.

Using these estimated fair values calculated for graphite electrodes and needle coke, as well as an estimated fair value of our other reporting units, we noted that our estimated fair values were reasonably related to our market capitalization, with our estimated fair values exceeding our market capitalization by approximately [*]% as of December 31, 2012.

In order to address the uncertainties in our free cash flow assumptions (specifically, the timing of the steel market recovery, future price and growth rates and the WACC), we ran several sensitivity analyses for both the graphite electrodes and needle coke cash flow assumptions, and noted that given a reasonable range of these key variables, our free cash flow estimates exceeded our book value of net assets for both the graphite electrode and needle coke reporting units.

As noted in Item 1A.  Risk Factors in the 2012 Form 10-K, potential events that could negatively affect our key assumptions include a continuation of current challenging economic conditions and/or a further increase in industry capacity which outpaces the expected demand increases from additional end user capacity anticipated in the future.  These could create additional pricing and volume pressure.  Our forecasted cash flows would also be negatively impacted by unexpected cash outlays required to keep our existing assets functioning at current levels.  Finally, a significant increase in the WACC used to discount our free cash flows would also adversely impact our estimated fair value calculation.

*           *           *

We acknowledge 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.

Confidential Treatment Requested by GrafTech International Ltd. pursuant to 17 C.F.R. 200.83

Securities and Exchange Commission

June 13, 2013

Page Five

Please contact me at 216-676-2427 with any questions you may have regarding our responses.

Sincerely,

/s/ Lindon G. Robertson

GrafTech International Ltd.

Lindon G. Robertson

Vice President and Chief Financial Officer

(Principal Accounting Officer)

cc:          Craig S. Shular, Chairman of the Board, Chief Executive Officer and President

Steven Shawley, Chairman, GrafTech Board of Directors Audit Committee

Kazi Islam, PricewaterhouseCoopers LLP

May 31, 2013

Via E -mail
Lindon G. Robertson
Vice President and Chief Financial Officer
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130

 Re: GrafTech In ternational Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2012
  Filed February 26 , 2013
File No. 001-13888

Dear Mr. R obertson :

We have reviewed your filing 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 within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts an d circumstances please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7. Management ’s Discussion an d Analysis

Outlook, page 44

1. We see that you have quantified and discussed projections for your fiscal year ended
December 31, 2013 within this section. We note that you have provided projections for
the non -GAAP measure earnings before interest, taxes, d epreciation and amortization and
other (income) expense. Please d escribe how you have concluded that the disclosure
requirements of Item 10(e)(1)(i ) of Regulation S -K do not apply to this projection and
non-GAAP measure. In this regard, please specifically address why you did not reconcile
this measure to its most directly comparable GAAP measure, did not disclose the reasons
why management believes the non -GAAP measure provides useful information to

Lindon G. Robertson
GrafTech International Ltd.
May 31, 2013
Page 2

 investors and did not describe any additional purposes for which the non -GAAP
measures are used.

Critical Accounting Policies - Business Combinations and Goodwill, page 59

2. We see that you performed you r annual impairment test of goodwill as of December 31,
2012 based on discounted cash flow models derived from internal earnings forecasts and
assumptions and noted no impairment existed. In light of the fact that your book value
substantially exceeded you r market capitalization as of December 31, 2012, please
provide us with the following:

 Quantify the a mount of goodwill allocated to the reporting unit s and the p ercentage
by which fair value exceeded carrying value as of the date of the most recent test ;
 Describe  the methods and key assumptions used and how the key assumptions were
determined;
 Discuss  the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specifics to the extent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and
 Descri be the  potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

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 applicable 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 the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
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.

Lindon G. Robertson
GrafTech International Ltd.
May 31, 2013
Page 3

 You may contact Kevin Kuhar, Accountant, at (202) 551 -3662 or me at (202) 551 -3676 if
you have questions regarding comments on the financial statements and related matters.    In this
regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671 with any other questions.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030           February 4, 2010   Mr. Mark R. Widmar  Vice President and Chief Financial Officer  GrafTech International Ltd.  12900 Snow Road  Parma, Ohio 44130

Re:  GrafTech International Ltd.
Form 10-K for the fiscal year ended December 31, 2008
Filed February 27, 2009
File No. 1-13888

Dear Mr. Widmar:
  We have completed our review of your Form 10-K and related filings and do not, at this time, have
any further comments.             S i n c e r e l y ,                    Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

 2

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

 3

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

 4

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

 5

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE
          Mail Stop 3030

         December 31, 2009
Via facsimile and U.S. mail

Mr. Mark R. Widmar  Vice President and Chief Financial Officer  GrafTech International Ltd.  12900 Snow Road  Parma, Ohio 44130
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 Mr. Widmar:
 We have limited our review to matters related to the issues raised in our
comments. Where indicated, we think you should revise your documents in future filings
in response to these comments. If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revi sion 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 understa nd your disclosure. Af ter reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our re view 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 comment or on any other aspects of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 2  Form 10-K for the Fiscal Year ended December 31, 2008

 Note 2.  Summary of Significan t 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 ad dress 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.  Detail s 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 polic ies vary in different parts
of the world.  Additionally, please revi se future filings to provide similar
disclosure.
 Form 10-Q for period ended September 30, 2009

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

 2. We note from your disclosure 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 a ppears that this equity investment
subsidiary may meet the significant te st as prescribed by Rule 4-08(g) of
Regulation S-X.  In this re gard, if this equity invest ment 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 Ru le 4-08(g) of Regulation S-X.  We note
that the Rule 4-08(g) of Re gulation S-X disclosure requir ements are applicable to
both annual and interim periods.  If you be lieve that this equity investment
subsidiary does not meet the significant te st criteria as descri bed in Rule 4-08(g)
of Regulation S-X, please provide us w ith your calculation, which supports your
conclusion. Additionally, please note th e requirements of Rule 3-09 of
Regulations S-X for equity investments if  any of the conditions of Rule 1-02(w)
of Regulations S-X exceed 20% for your future filings.
 3. In this regard, we note that you reco rded a $52.8 million impairment to the
investment in Seadrift Coke during th e six months ended June 30, 2009.  We see
your disclosure that Seadrift’s reported and projected operating losses were triggering events requiring you to asse ss whether there was an other than

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 3
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 utilizin g more than one methodology and why
management selected the methodology as being the most meaningful in
preparing the impairment analysis.
• Provide a qualitative and quantitative de scription of the 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 negativ ely affect the key assumptions.
• Discuss how the assumptions and methodol ogies used in the six months ended
June 30, 2009 have changed since the im pairment analysis performed at
December 31, 2009, highlighting the signifi cant 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 desc ribe in greater detail the facts and
circumstances that lead to such a significant impairment shortly after your initial investment and for the subseq uent 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.
 Results of Operations, page 32

Three Months Ended September 30, 2009 as Compared to Three Months Ended
September 30, 2008, page 32

4. We note your disclosure that you experien ced “significant” rising raw material
prices during the quarter.  Please tell us, and in your fu ture filings, as applicable,
please disclose the extent to which signi ficant rises in your costs have affected
your income.  Please refer to Item 303(a)(3)(i) of Regulation S-K.  Additionally,
in your future filings, as applicable, pl ease describe any known trends that have
had, or that you reasonably expect will have, a material favorable or unfavorable impact on net income from continuing opera tions, including material changes to
your costs of materials.  In this re gard, we reference the October 29, 2009

Mr. Mark R. Widmar
GrafTech International Ltd.
December 31, 2009 Page 4
earnings call statements by your chief executive officer that you had secured
pricing for your petrol and needle coke requirements which were estimated to be
45% to 50% over prior purchase prices.  We also note that your chief executive officer indicated on the call that you had ut ilized the remainder of your low price
needle coke in 2009 and would begin to s ee the impact of the higher priced needle
coke in 2010.  Please refer to Item  303(a)(3)(ii) of  Regulation S-K.

Please respond to our comments within 10 business days or tell us when you will
provide us with a response.  Please understa nd that we may have additional comments
after reviewing your response to our comment.   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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comment, 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 a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Mark R. Widmar
GrafTech International Ltd.  December 31, 2009 Page 5
You may contact Kevin Kuhar at (202) 551-3662 or Julie Sherman at (202) 551-
3640 if you have questions regarding comments on the financial statements and related
matters.  Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3625 with any other questions.
Sincerely,

Mary Beth Breslin Senior Attorney

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
March 11, 2008

  Mr. Mark R. Widmar Vice President and Chief Financial Officer Graftech International Ltd. 12900 Snow Road Parma, Ohio 44130   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. Widmar:   We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

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

 February 22, 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. Please recall that we had informed you that with your concurrence we
intended to provide our response by February 22, 2008. We have repeated the text of your comments in italics font.

 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,

 /s/ Mark R. Widmar

Mark R. Widmar

Vice President and Chief Financial Officer

 MRW/mn

 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 GrafTech Finance and some of your foreign subsidiaries. Please
provide us with an analysis of how your stated policy complies with GAAP. It appears that your current policy is based on the guidance at paragraph 20 of SFAS 52. Please confirm ou

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010
December 28, 2007

  Mr. Mark R. Widmar Vice President and Chief Financial Officer Graftech International Ltd. 12900 Snow Road Parma, Ohio 44130   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. Widmar:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings 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.  Pl ease 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 re view 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mark R. Widmar
Graftech International, Ltd.
December 28, 2007 Page 2  December 31, 2006 Form 10-K

Selected Financial Data, page 40

1. We see you indicate herein that your resu lts for the second and third quarter of
2006 include currency losses w ithin other expense that ar e incorrectly included in
the statement of operations related to re-measurement losses for non-dollar
denominated inter-company loans. We also  see you indicate th ese 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 oversta tement of income from continuing
operations of $4.7 million in the fourth quarter 2006. Finally, we see you indicated you have determined that the imp act of this item in all interim periods
was not material.  Please address the fo llowing matters with respect to the noted
errors:

• Confirm our understanding that the refere nced errors have not been corrected
either in the 2006 quarterly financial data  disclosed herein or in previously
filed 2006 interim Form 10-Qs.
• Provide us with specific details of th e timing, nature and amount of each error,
why you believe they occurred and when they were discovered.
• Provide us with more information as to how you concluded the referenced
errors were not material either to th e 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 sp ecifically address why you believe the
disclosed errors were not quantitativel y material to your 2006 third and fourth
quarter earnings.
• 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 e rrors disclosed herein are related to
the changes.
• Tell us how the occurrence of  the noted errors factored into your assessments
of and conclusions about the effec tiveness of your internal controls.

Financial Statements and Supplementary Data, page 65

(2) Summary of Significant Accounting Policies, page 75
 Foreign Currency Translation, page 78

Mark R. Widmar
Graftech International, Ltd.
December 28, 2007 Page 3  2. We note the disclosures herein of  your accounting policy for non-dollar
denominated inter company loans between  GrafTech Finance and some of your
foreign subsidiaries.  Please provide us w ith an analysis of how your stated policy
complies with GAAP.  It appears that your current policy is based on the guidance at paragraph 20 of SFAS 52.  Please conf irm our understanding and provide the
specific references to this or any other authoritative literatu re that supports the
accounting policy disclosed herein.  Fina lly, tell us why your consolidated
financial statements reflect “re- measurement” gains or losses on inter company
loans.
 September 30, 2007 Form 10-Q

 Financial Statements, page 3

(1) Interim Financial Presentation, page 6
3. We note you indicate the results for the nine months ended September 30, 2007
include expenses associated with your fi nal purchase price adjustment related to
the sale of your cathodes business in December of 2006, which were made during
the second quarter 2007. We also note these expenses were for items identified in
the second quarter that related to the fina l purchase price settlements recorded in
the first quarter. This resulted in an 1) understatement of loss from discontinued
operations in the first quarter of 2007 in the amount of $3.8 million, $2.5 million
net of tax, and an 2) overstatement of loss from discontinued operations in the
second quarter of the same amount. Finally, we see you indicate you have
determined that the impact of this item was not material to the first quarter or
second quarter. Please address the followi ng matters with resp ect to the noted
errors:

• Confirm our understanding that the refere nced errors have not been corrected
in previously filed 2007 interim Form 10-Qs.
• Provide us with specific details of the nature an d amount of each error and
why you believe they occurred.
• Provide us with more information as to how you concluded the referenced
errors were not material either to th e quarter 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 FAS
154.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your

Mark R. Widmar
Graftech International, Ltd. December 28, 2007 Page 4  response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filings;
 ‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.
          S i n c e r e l y ,             J a y  W e b b             Reviewing Accountant