8-K

                       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): JANUARY 28, 2002



                             UCAR INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)



           DELAWARE                   1-13888                 06-1385548
        (State or Other        (Commission File Number)   (I.R.S. Employee
Jurisdiction of Incorporation)                          Identification Number)



    BRANDYWINE WEST, 1521 CONCORD PIKE, SUITE 301, WILMINGTON, DELAWARE 19803
          (Address of Principal Executive Offices, Including Zip Code)



               Registrant's telephone number, including area code:
                                  302-778-8227




             3102 WEST END AVENUE, SUITE 1100, NASHVILLE, TENNESSEE
          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.    OTHER EVENTS.

                  The Registrant hereby incorporates by reference the
contents of the press release of the Registrant dated January 28, 2002, filed
herewith as Exhibit 99.1.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c)      Exhibits.

                    99.1    Press Release of UCAR International Inc. dated
                            January 28, 2002.








                                    SIGNATURE

         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 thereunto duly authorized.

                                          UCAR INTERNATIONAL INC.



Date: January 28, 2002                    By:     /s/ Corrado F. De Gasperis
                                                --------------------------------
                                                Corrado F. De Gasperis
                                                Vice President, Chief Financial
                                                Officer and Chief Information
                                                Officer





                                  EXHIBIT INDEX

                    99.1    Press Release of UCAR International Inc. dated
                            January 28, 2002.

EX-99.1

                                                                    Exhibit 99.1

[UCAR LOGO]

UCAR INTERNATIONAL INC.
           BRANDYWINE WEST, 1521 CONCORD PIKE, SUITE 301, WILMINGTON, DE 19803
                                                          N E W S  R E L E A S E

FOR IMMEDIATE RELEASE                                CONTACT:  Elise A. Garofalo
                                                  Director of Investor Relations
                                                                    302-778-8227


       UCAR INTERNATIONAL ANNOUNCES $250 MILLION OFFERING OF SENIOR NOTES


         Wilmington, DE - January 28, 2002 - UCAR International Inc. (NYSE:UCR)
today announced that UCAR Finance Inc., its wholly owned special purpose finance
subsidiary, has launched a $250 million offering of ten-year senior notes. The
offering is expected to be completed in February 2002. The notes will be
guaranteed on a senior unsecured basis by UCAR International and certain of its
U.S. subsidiaries and will be secured by a pledge of certain intercompany notes
issued by certain of its foreign subsidiaries and certain of its shares of its
subsidiary, Graftech Inc. UCAR International intends to use the net proceeds
from the offering for the repayment of term loans under its senior secured bank
credit facilities and for working capital and other general corporate purposes.

         The notes have not been and will not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent such registration or an applicable exemption from the registration
requirements of the Securities Act.

         This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the notes in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.

         UCAR INTERNATIONAL PROVIDES NATURAL AND SYNTHETIC GRAPHITE AND CARBON
PRODUCTS AND SERVICES TO CUSTOMERS IN THE STEEL, ALUMINUM, FUEL CELL POWER
GENERATION, ELECTRONICS, SEMICONDUCTOR AND TRANSPORTATION INDUSTRIES.

         NOTE: THIS NEWS RELEASE CONTAINS FORWARD LOOKING STATEMENTS AS DEFINED
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE INCLUDE
STATEMENTS ABOUT SUCH MATTERS AS THE EXPECTED CLOSING OF A PRIVATE PLACEMENT. WE
HAVE NO DUTY TO UPDATE SUCH STATEMENTS. ACTUAL FUTURE EVENTS AND CIRCUMSTANCES
(INCLUDING FUTURE RESULTS) COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE
STATEMENTS DUE TO VARIOUS FACTORS. THESE FACTORS INCLUDE POSSIBLE CHANGES IN
CAPITAL MARKET CONDITIONS OR IN THE BUSINESS, PROSPECTS, RESULTS OF OPERATION OR
FINANCIAL CONDITION OF UCAR INTERNATIONAL THAT RESULT IN DELAYS IN OR
TERMINATION OF THE OFFERING OR CHANGES IN THE TERMS THEREOF, AND OTHER RISKS AND
UNCERTAINTIES, INCLUDING THOSE DETAILED IN FILINGS BY UCAR INTERNATIONAL WITH
THE SEC.