EXHIBIT 3.5

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            UCAR CARBON COMPANY INC.


          The undersigned, Robert P. Krass and Peter B. Mancino, hereby certify
that:

          1. They are the President and the Secretary, respectively, of the
corporation referred to herein.

          2. Such corporation is a corporation duly organized and validly
existing under the General Corporation Law of the State of Delaware, as amended
(the "Corporation Law").

          3. The name of such corporation is UCAR Carbon Company Inc.

          4. The date on which the original certificate of incorporation of such
corporation was filed with the Secretary of State of the State of Delaware is
October 26, 1988.

          5. This Amended and Restated Certificate of Incorporation (i) amends
the certificate of incorporation of such corporation so as to, among other
things, to reclassify the corporation's two authorized classes of common stock
into one class of common stock, to change the number and classification of
directors of the corporation, to change the proportion of directors and
stockholders required and constitute a quorum and to authorize the Board of
Directors of the corporation to change the By-Laws of the corporation and (ii)
integrates into one instrument all of the provisions of such certificate of
incorporation, as so amended, which are effective and operative.

          6. This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with Sections 242 and 245 of the Corporation Law.

          7. The provisions of such certificate of incorporation, as so amended
and restated, are as follows:

FIRST:    NAME
          ----

          The name of this corporation is UCAR Carbon Company Inc. (the
"Corporation").

SECOND:   ADDRESS
          -------

          The address, including street number, street, city and county, of the
registered office of the Corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The
name of the registered agent of the Corporation in the State of Delaware at such
address is The Corporation Trust Company.

THIRD:    PURPOSE
          -------





          The nature of the businesses to be conducted and the purposes to be
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, as amended (the "Law").

FOURTH:   POWERS
          ------

          In order to conduct its businesses and promote and accomplish its
purposes, the Corporation shall have and may exercise all of the powers
conferred by the Law upon corporations formed thereunder.

FIFTH:    PERPETUAL EXISTENCE

          The Corporation shall have perpetual existence.

SIXTH:    CAPITAL STOCK

          (a) The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is five hundred (500), which shares
shall be common stock, par value $1.00 per share (the "Common Stock").

          (b) Each share of Class A Common Stock, par value $1.00 per share, and
Class B Common Stock, par value $1.00 per share, of the Corporation outstanding
on the date of filing of this Amended and Restated Certificate of Incorporation
shall, without any action by the holder thereof, constitute one share of Common
Stock.

SEVENTH:  DIRECTORS
          ---------

          The number of directors of the Corporation shall total between three
(3) and seven (7), inclusive. Except as otherwise provided in the by-laws of the
Corporation (the "By-Laws"), the election of directors of the Corporation is not
required to be conducted by written ballot.

EIGHTH:   EXCULPATION
          -----------
          A director shall not be personally liable to the Corporation or the
holders of shares of its capital stock for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
of such director to the Corporation or such holders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Law and (iv) for any transaction from
which such director derives an improper personal benefit. If the Law is
hereafter amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Law, as so amended. No repeal or modification of this Article EIGHTH shall
adversely affect any right of or protection afforded to a director of the
Corporation existing immediately prior to such repeal or modification.

NINTH:  BY-LAWS
        -------

          The Board may adopt, amend or repeal the By-Laws or any part thereof.






          IN WITNESS WHEREOF, the undersigned has signed this Amended and
Restated Certificate of Incorporation on this 10th day of February, 1994.



                                               /s/ Robert P. Krass
                                               ---------------------------------
                                               President



ATTEST:



/s/ Peter B. Mancino
-----------------------------
Secretary


[SEAL]