8-A12B/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Delaware	06-1385548
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
1521 Concord Pike
Brandywine West, Suite 301	19803
Wilmington, DE	(Zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (302) 778-8227

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), please check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), please check the following box. |_|

Securities Act registration statement file number to which this form relates:  not applicable

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class To be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Preferred Share Purchase Rights	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

        This Form 8-A/A filed by GrafTech International Ltd. (formerly known as UCAR International Inc. and called herein the “Registrant”) amends the Form 8-A filed by the Registrant on September 10, 1998 with respect to the registration of the Registrant’s Preferred Share Purchase Rights to update the description of the securities provided therein.

Item 1. Description of Registrant’s Securities to be Registered.

        Preferred Share Purchase Rights. The Registrant hereby incorporates by reference the information concerning the Preferred Share Purchase Rights registered hereunder set forth under the heading “Description of Common Stock and Preferred Stock—Preferred Share Purchase Rights” contained in the Registrant’s Amendment No. 1 to Form S-3 Registration Statement under the Securities Act of 1933 filed with the Commission on September 16, 2003 (Registration No. 333-108039).

Item 2. Exhibits.

        The following exhibits are filed as a part of this Registration Statement:

Exhibit No. Description

1.1 Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to the Registration Statement of the Registrant under the Securities Act of 1933 on Form S-1 (Registration No. 33-94698)).

1.2 Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 1998 (File No. 1-13888)).

1.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GrafTech International Ltd. filed May 7, 2002 (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended March 31, 2002 (File No. 1-13888)).

1.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-13888)).

2.1 Amended and Restated By-Laws of GrafTech International Ltd. dated December 13, 2002 (incorporated by reference to the Annual Report of the Registrant on Form 10-K for the year ended December 31, 2002 (File No. 1-13888)).

4.1 Specimen certificate for the Registrant's shares of Preferred Stock.

4.2 Rights Agreement dated as of August 7, 1998 between GrafTech International Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 1998 (File No. 1-13888)).

4.3 Amendment No. 1 to such Rights Agreement dated as of November 1, 2000 (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 2001 (File No. 1-13888)).

4.4 Amendment No. 2 to such Rights Agreement dated as of May 21, 2002 (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13888)).

SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: September 17, 2003

GRAFTECH INTERNATIONAL LTD.


BY: /s/ Karen G. Narwold
——————————————
Karen G. Narwold
Vice President, General Counsel,
Human Resources and Secretary

INDEX TO EXHIBITS

Exhibit No. Description

4.1 Specimen certificate for the Registrant's shares of Preferred Stock.

EX-4

                                                                     Exhibit 4.1

GTI NUMBER                                                     SHARES

                                 [GRAFTECH LOGO]


PREFERRED STOCK                         SEE REVERSE SIDE FOR CERTAIN DEFINITIONS


         THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER
    WHO SO REQUESTS A DESCRIPTION OF THE POWERS, DESIGNATIONS, REFERENCES AND
    RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF EACH CLASS
         OF THEREOF AND THE QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS
                         OF SUCH PREFERENCES AND RIGHTS.

                           GRAFTECHINTERNATIONAL LTD.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


This Certifies that


Is the owner of

     FULLY PAID AND NON-ASSESSABLE SHARES OF PREFERRED STOCK, PAR VALUE ONE CENT
($.01) PER SHARE, OF GrafTech International Ltd. Transferable on the books of
the Corporation by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
    Witness, the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers

Dated





                           Secretary                                   President







THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (1) REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES, OR (2) THERE IS AN
OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAN AN EXEMPTION THEREFROM
IS AVAILABLE.

THE SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS
AGREEMENT AMONG THE HOLDERS OF STOCK OR RIGHTS TO ACQUIRE STOCK OF THE
CORPORATION. THE STOCKHOLDERS AGREEMENT IS ON FILE AT THE CORPORATION'S
EXECUTIVE OFFICE AND A COPY MAY BE OBTAINED AT NO CHARGE UPON WRITTEN REQUEST TO
THE SECRETARY OF THE CORPORATION.