8-K

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

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                                    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) June 3, 2001

                         Commission file number: 0-20490

                        THE CARBIDE/GRAPHITE GROUP, INC.

             (Exact name of registrant as specified in its charter)

              Delaware                                     57-1575609
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)

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

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









                                      None
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           (former name or former address, if changed since last year)


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ITEMS 1, 2, 3, 4, 6, 8 AND 9

         Not applicable.

ITEM 5. OTHER EVENTS

         On June 3, 2001, the Registrant issued a press release announcing a
comprehensive financial restructuring designed to stabilize its financial
condition and provide it with the capital needed to complete its
previously-announced hydrodesulfurization project for its needle coke affiliate,
Seadrift Coke, L.P. A copy of the press release is attached as an exhibit to
this report and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
         Not Applicable

(b)      PRO FORMA FINANCIAL INFORMATION
         Not Applicable

(c)      EXHIBIT NO.
         99.1     Press Release Dated June 3, 2001



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                                   SIGNATURES

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

                                          THE CARBIDE/GRAPHITE GROUP, INC.

                                     By:  /s/  Walter B. Fowler
                                          --------------------------------------
                                                Walter B. Fowler -
                                                Chief Executive Officer


Dated:   June 3, 2001


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                                  EXHIBIT INDEX

            EXHIBIT
              NO.            DESCRIPTION
            -------          ---------------
              99.1           Press Release Dated June 3, 2001

EX-99.1

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                                                                    Exhibit 99.1



FOR IMMEDIATE RELEASE

THE CARBIDE/GRAPHITE GROUP, INC. ANNOUNCES
COMPREHENSIVE FINANCIAL RESTRUCTURING;
EQUITY INVESTMENT BY QUESTOR PARTNERS

         Pittsburgh, Pennsylvania - June 3, 2001 - The Carbide/Graphite Group,
Inc. (NASDAQ: CGGI) and Questor Management Company, LLC announced today that
they have reached a definitive agreement under which Questor Partners Fund II,
L.P. and other funds managed by Questor will acquire $49 million of a new
Carbide/Graphite convertible preferred stock in a transaction that would give
Questor a controlling interest in Carbide/Graphite. An existing director of
Carbide/Graphite will acquire $1 million of the same convertible preferred
stock. In addition, Carbide/Graphite said it will offer $15 million of the same
convertible preferred stock to its existing common stockholders in a follow-on
rights offering to be completed once the issuance to Questor is consummated.
Questor said it has agreed to purchase any of the convertible preferred stock
offered to but not purchased by the existing common stockholders in the rights
offering.

         "The Questor investment is the critical component of our financial
restructuring that will stabilize Carbide/Graphite's financial condition and
provide us with the capital needed to complete the previously announced
hydrodesulfurization project for our needle coke affiliate, Seadrift Coke,
L.P.," said Walter B. Fowler, Chairman and Chief Executive Officer of
Carbide/Graphite. "Teamed with Questor, we will be able to build on the process
improvements we have made in recent years to reinvigorate the company and
improve shareholder value."

         Carbide/Graphite produces industrial graphite products, including
graphite electrodes for the electric arc furnace ("EAF") segment of the steel
production industry, the needle coke from which graphite electrodes are produced
and other graphite specialty productions. C/G also produces calcium carbide and
its derivative products, principally acetylene gas, for use in specialty
chemical, fuel gas and metallurgical applications. Carbide/Graphite's sales
during its most recent fiscal year ended July 31, 2000 totaled approximately
$207 million. Questor Management Company, headquartered in Southfield, Michigan,
with an office in New York City, manages Questor Partners Fund II.

         "Carbide/Graphite fits the investment criteria of Questor Partners Fund
II and we believe the company will benefit significantly from the financial
wherewithal, management acumen and turnaround skills that Questor brings to the
situation," said Jay Alix, co-founder and principal of Questor Management
Company. "The company has excellent engineering, manufacturing and marketing
capabilities, and has developed solid relationships with key customers around
the world. Its future is bright."

         "While its sales, profits and stock price have been depressed by recent
difficulties encountered by the global steel industry, we believe
Carbide/Graphite is well positioned to recapture its growth momentum with the
assistance of strategic restructuring, continued operating improvements and
somewhat improved market conditions," said Michael D. Madden, a Questor
principal who was involved in the transaction.

         Carbide/Graphite is one of the four largest producers of graphite
electrodes used in EAF steel production, a sub-segment of the depressed steel
industry that is by contrast growing at an annual rate of 3 percent.
Carbide/Graphite also is the second largest producer of premium needle coke, and
the proposed $30 million hydrodesulfurization facility planned for Seadrift
Coke, L.P. will enable Carbide/Graphite to more efficiently manage its raw
material costs and supply chain.

         The convertible preferred shares to be issued in the transaction will
have a $50 per share purchase price and a dividend rate of 12 percent per year,
payable in the form of additional convertible preferred shares or cash, at the
discretion of Carbide/Graphite. The preferred stock will be convertible into
Carbide/Graphite common stock at a fixed rate of approximately 44 shares of
common stock for each share of preferred stock (an initial conversion price of
$1.136 per common share or $1.087 per common share if the transaction closes
after July 31, 2001). Questor also will be granted the right to purchase up to
an additional $25 million in



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convertible preferred stock for a three-year period at common conversion prices
that escalate 2 percent per quarter from the initial conversion price.

         Carbide/Graphite also said it has reached a tentative agreement with
the lenders under its $135 million revolving credit facility. Under terms of the
tentative agreement, banks representing 50 percent of the commitment would sell
their loans to Carbide/Graphite at a discount of approximately $20 million.
Banks representing the remaining 50 percent of the commitment would convert $10
million of their indebtedness into shares of Carbide/Graphite common stock at
the initial conversion price of $1.136 or $1.087, as applicable, per common
share and, after an additional $7.5 million debt repayment, would convert the
balance of the commitment into a $50 million term loan facility.
Carbide/Graphite also said it has initiated the process of securing a new $60
million asset-based revolving facility to be used for working capital needs and
capital expenditures, including the completion of the hydrodesulfurization
project.

         Carbide/Graphite's financial restructuring, including the introduction
of Questor Partners Fund II as the controlling stockholder, was developed by
Carbide/Graphite with the assistance of Bear Sterns & Company, its financial
advisor. The proposed transaction is subject to the approval of
Carbide/Graphite's shareholders at a meeting planned for July. The transaction
is also contingent on final approvals by Carbide/Graphite's current lenders and
government regulatory agencies, as well as the obtainment of commitments for the
$60 million revolving credit facility. Officials of Carbide/Graphite and Questor
said that they expect the transaction to be completed by July 31, 2001.

         The securities offered to Questor have not been and will not be
registered as part of the restructuring under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy
securities.

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

         This press release contains forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those contemplated herein, including the occurrence of unanticipated events
or circumstances relating to the fact that Carbide/Graphite is in a highly
competitive industry subject to rapid technological, product, and price changes.
Other factors include ongoing liquidity and cash needs, the possibility that
demand for Carbide/Graphite's products may not occur or continue at sufficient
levels, changing global economic and competitive conditions, technological and
other risks, costs and delays associated with the start-up and operation of
major capital projects and corporate restructurings, changing governmental
regulations, and other risks and uncertainties, including those detailed in
Carbide/Graphite's filings with the Securities and Exchange Commission.
Carbide/Graphite undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.