EXHIBIT 3.7

                            CERTIFICATE OF CONVERSION
                                       TO
                            LIMITED LIABILITY COMPANY

        UCAR Carbon Technology Corporation, a corporation organized under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

        1.     The original name of the Corporation is UCAR Carbon Technology
Corporation.  The name of the Corporation has never been changed.

        2.     The original Certificate of Incorporation of the Corporation
was filed in the State of Delaware on November 21, 1988.  The state of
incorporation of the Corporation has never changed.

        3. The name of the limited liability company into which the Corporation
is converting, as set forth in its Certificate of Formation, the form of which
is attached hereto, is UCAR Carbon Technology LLC.

        4.     This Certificate shall become effective at 10:01 a.m. the first
business day after the date on which it is filed with the Secretary of State
of the State of Delaware.

        5. The Board of Directors and the sole stockholder of the Corporation
have each given written consent to conversion to a limited liability company in
accordance with Section 266 of the General Corporation Law of the State of
Delaware and Section 18-214 of the Limited Liability Company Act of the State of
Delaware.


        IN WITNESS WHEREOF, UCAR Carbon Technology Corporation has caused this
Certificate to be signed by Karen G. Narwold, its President and Secretary, this
13th day of July, 2000.




                                                   /s/ Karen G. Narwold
                                                   -----------------------------
                                                   Karen G. Narwold