EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                                UCAR FINANCE INC.



          1. The name of the corporation is UCAR Finance Inc.

          2. The address of its registered office in the State of Delaware is
No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

          3. The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4. The total number of shares of common stock which the corporation
shall have the authority to issue is one thousand (1,000) shares, with a par
value of $.01 per share, amounting in the aggregate to ten United States dollars
(U.S. $10.00).

          5. The name and mailing address of the sole incorporator is:

                   NAME                         ADDRESS
                                                -------

                   Carol Weiss Sherman, Esq.    c/o UCAR Carbon Technology
                                                Corporation
                                                3102 West End Avenue, Suite 1100
                                                Nashville, Tennessee  37203

          6. The corporation shall have perpetual existence.

          7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.





          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

          When and as authorized by the stockholders in accordance with
applicable statutes, to sell, lease or exchange all or substantially all of the
property and assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such consideration,
which may consist in whole or in part of money or property (including shares of
stock in, and/or other securities of, any other corporation or corporations), as
its board of directors shall deem expedient and in the best interests of the
corporation.

          8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

          Meetings of the stockholders may be held within or without the State
of Delaware. The books of the corporation may be kept (subject to any provision
contained in the applicable statutes) within or without the State of Delaware at
such place or places as may be designated from time to time by its board of
directors or in the by-laws of the corporation.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed, and that the facts herein stated are
true, and accordingly have hereunto set my hand this 27th day of January, 2000.


                                                       /s/ Carol Weiss Sherman
                                                       -------------------------
                                                       Carol Weiss Sherman, Esq.
                                                       Sole Incorporator



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