SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 20, 1997




                        THE CARBIDE/GRAPHITE GROUP, INC.

        Delaware                    0-20490                     25-1575609
(State of Incorporation)    (Commission File Number)          (IRS Employer
                                                           Identification Code)


                         One Gateway Center, 19th Floor
                                 Pittsburgh, PA
                                      15222
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (412) 562-3700










Item 1 through Item 4:  Not applicable.

Item 5 -- Other Events:

Legal Proceedings Update
- ------------------------

     On August 20, 1997,  Erie Forge and Steel,  Inc.  dismissed the case it had
filed  against the Company in the United States  District  Court for the Western
District of Pennsylvania.  Four civil cases have been filed in the United States
District  Court  for  the  Eastern  District  of  Pennsylvania  in  Philadelphia
asserting claims on behalf of purchasers for violations of the Sherman Act which
claims are  substantially  similar to those  asserted  in the case filed by Erie
Forge and Steel, Inc. Those cases have been consolidated.  The consolidated case
names the  Company,  UCAR  International,  Inc.  and SGL Carbon  Corporation  as
defendants and seeks treble damages.  The Company  intends to vigorously  defend
against this  consolidated  action.  No provision for liability  related to such
matter  has  been  made  in  the  unaudited  condensed   consolidated  financial
statements  set for in the  Company's  Form 10-Q for the quarter ended April 30,
1997.


Current Developments Update
- ---------------------------

     On September 2, 1997, the Company made the following announcement regarding
a tender offer and consent  solicitation  associated with its 11.5% Senior Notes
due 2003:

     Pittsburgh,  PA -  September  2, 1997 - The  Carbide/Graphite  Group,  Inc.
(NASDAQ  NNM:  CGGI)  today  announced a tender  offer and consent  solicitation
initiated on August 29, 1997 for the $80,035,000 outstanding principal amount of
its 11 1/2% Senior Notes due September 1, 2003 (the "Notes").

     The  purchase  price to be paid for each  tendered  Note will be based on a
fixed spread of 50 basis points over the yield of the 6 1/8% U.S.  Treasury Note
due August 31, 1998,  as  calculated  on September  23, 1997, or if the offer is
extended,  the  third  business  day prior to the  expiration  date of the offer
(September  23, 1997, or such later date,  the "Pricing  Date"),  less a consent
payment of $15.00 per  $1,000 in Note  principal  (the  "Consent  Payment").  In
conjunction  with the offer,  the Company is  soliciting  consents to  eliminate
substantially all of the restrictive covenants and certain default provisions in
the Indenture under which the Notes were issued, other than the covenants to pay
interest on and  principal  of the Notes and the default  provisions  related to
such covenants.  The offer is conditioned on, among other things, the receipt of
consents  from the holders of at least a majority  of the Notes (the  "Requisite
Consents") and receipt of sufficient  financing to consummate the offer. Holders
who tender  their Notes in the offer will be required to consent to the proposed
amendments.


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     The Consent  Payment will only be paid to holders of Notes who tender their
Notes and give their consent at or prior to Midnight, New York City time, on the
date  (the  "Consent  Date")  that is one  business  day  following  the  public
announcement  (by press  release) of the  occurrence  of (i)  September 12, 1997
(provided the Company has received the Requisite  Consents by such date) or (ii)
such date as the Company receives the Requisite Consents.  The offer will expire
on September  26, 1997 (the  "Expiration  Date"),  provided that there will be a
minimum of five business days between the Consent Date and the Expiration  Date.
Tendered notes may be withdrawn and related  consents may be revoked at any time
on or prior to the Consent Date but not  thereafter.  If the Expiration  Date is
extended to a date later than  September  26,  1997,  the  Pricing  Date will be
extended  to the date that is the  third  business  day prior to the  Expiration
Date.

     For  additional  information  regarding  the  pricing,  tender and delivery
procedures  and conditions of the offer and consent  solicitation,  reference is
made  to the  Offer  to  Purchase  and  Solicitation  of  Consents  and  related
transmittal documents,  copies of which can be obtained from MacKenzie Partners,
Inc., the information agent for the offer.  NationsBanc Capital Markets, Inc. is
the dealer manager for the offer and consent solicitation.

     The  Carbide/Graphite  Group, Inc. is a leading  manufacturer of industrial
graphite and calcium  carbide  products  with  manufacturing  facilities  in St.
Mary's,  Pennsylvania;  Niagara  Falls,  New York;  Louisville and Calvert City,
Kentucky; and Seadrift, Texas.

                                      # # #


Item 6 through Item 9:  Not applicable.


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                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the following hereunto duly authorized.

                                         The Carbide/Graphite Group, Inc.

                                              /s/  Walter B. Fowler
                                    -------------------------------------------
                                    Walter B. Fowler - Chief Executive Officer
Dated:  September 2, 1997



















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