POS AM

As filed with the Securities and Exchange Commission on July 26, 2006
Registration No. 333-115407

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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 No.)

12900 Snow Road
Parma, Ohio 44130
(216) 676-2426
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

Gary R. Whitaker, Esq.
General Counsel, Vice President and Secretary
GrafTech International Ltd.
12900 Snow Road
Parma, Ohio 44130
(216) 676-2426
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)

With a copy to:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400

        Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.

        If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  

        If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  

DEREGISTRATION OF SECURITIES

        GrafTech International Ltd. (the “Registrant”) is filing this post-effective amendment to deregister securities registered for resale by our directors and officers on Registration Statement on Form S-3, No. 333-115407 (the “Registration Statement”). The Registration Statement registered 4,491,247 shares (the “Shares”) of our common stock, par value $0.01 per share. All Shares which remain unsold under the Registration Statement are hereby deregistered. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement. Concurrently herewith, we will register all Shares held by current officers and directors which remain unsold under the Registration Statement, together with certain Shares issued pursuant to restricted stock grants, on a Registration Statement on Form S-3, No. 333-135389, for the purpose of consolidating and updating such registration statements.

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Item 16.    Exhibits and Financial Statement Schedules

    (a)        The exhibits listed in the following table have been filed as part of this registration statement.

Exhibit Number
Description of Exhibit

4.4.0(1) Rights Agreement dated as of August 7, 1998 between GTI and The Bank of New York, as Rights Agent (including Form of Rights Certificate).

4.4.1(2) Amendment No. 1 to such Rights Agreement dated as of November 1, 2000.

4.4.2(3) Amendment No. 2 to such Rights Agreement dated as of May 21, 2002.

4.5(4) Form of specimen certificate representing common stock, par value $.01 per share, of GTI.

4.8(5) Registration Rights Agreement, dated January 22, 2004, among GTI, the Subsidiary Guarantors and the Initial Purchasers.

5.1* Opinion of Kelley Drye & Warren LLP regarding the validity of the securities registered hereunder.

23.1* Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

23.2* Consent of Deloitte & Touche LLP.

24.1 Power of Attorney for R. Eugene Cartledge.

24.2 Power of Attorney for Mary B. Cranston.

24.3 Power of Attorney for John R. Hall.

24.4 Power of Attorney for Ferrell P. McClean.

24.5 Power of Attorney for Michael C. Nahl.

24.6 Power of Attorney for Craig S. Shular.

24.7 Power of Attorney for Harold E. Layman.

24.8 Power of Attorney for Frank A. Riddick, III.

__________________
* Previously filed

(1) Incorporated by reference to the annual report of the registrant on Form 10-K for the year ended December 31, 1998 (File No. 1-13888).

(2) Incorporated by reference to the annual report of the registrant on Form 10-K for the year ended December 31, 2001 (File No. 1-13888).

(3) Incorporated by reference to quarterly report of the registrant on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13888).

(4) Incorporated by reference to the registration statement of the registrant on Form S-3 (Registration No. 333-108039). (5) Incorporated by reference to the annual report of the registrant on Form 10-K for the year ended December 31, 2003 (File No.1-13888).

(5) Incorporated by reference to the annual report of the registrant on Form 10-K for the year ended December 31, 2003 (File No.1-13888).

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    (b)        Financial Statement Schedules

    All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or Notes thereto.

3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parma, State of Ohio, on the 25th day of July, 2006.

GRAFTECH INTERNATIONAL LTD.


By:  /s/ Mark Widmar                                           
        Name:   Mark Widmar
        Title:    Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures

Title Date        

* Craig S. Shular Chief Executive Officer, President and
Director (Principal Executive Officer) July 25, 2006

/s/ Mark Widmar Mark Widmar Chief Financial Officer and Vice
President (Principal Accounting Officer) July 25, 2006

* R. Eugene Cartledge Director July 25, 2006

* Mary B. Cranston Director July 25, 2006

* John R. Hall Director July 25, 2006

* Harold E. Layman Director July 25, 2006

* Ferrell P. McClean Director July 25, 2006

* Michael C. Nahl Director July 25, 2006

* Frank A. Riddick, III Director July 25, 2006

*By            /s/ Mark Widmar                  
         Mark Widmar,
         Chief Financial Officer,
         as Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number
Description of Exhibit

5.1 Opinion of Kelley Drye & Warren LLP regarding the validity of the securities registered hereunder (previously filed).

23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1) (previously filed).

23.2 Consent of Deloitte & Touche LLP (previously filed).

24.1 Power of Attorney for R. Eugene Cartledge.

24.2 Power of Attorney for Mary B. Cranston.

24.3 Power of Attorney for John R. Hall.

24.4 Power of Attorney for Ferrell P. McClean.

24.5 Power of Attorney for Michael C. Nahl.

24.6 Power of Attorney for Craig S. Shular.

24.7 Power of Attorney for Harold E. Layman.

24.8 Power of Attorney for Frank A. Riddick, III.

5

EX-24

Exhibit 24.1

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ R. Eugene Cartledge     

Print Name: R. Eugene Cartledge

EX-24

Exhibit 24.2

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Mary B. Cranston     

Print Name: Mary B. Cranston

EX-24

Exhibit 24.3

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ John R. Hall      

Print Name: John R. Hall

EX-24

Exhibit 24.4

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Ferrell P. McClean       

Print Name: Ferrell P. McClean

EX-24

Exhibit 24.5

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Michael C. Nahl    

Print Name: Michael C. Nahl

EX-24

Exhibit 24.6

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Craig S. Shular      

Print Name: Craig S. Shular

EX-24

Exhibit 24.7

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Harold E. Layman        

Print Name: Harold E. Layman

EX-24

Exhibit 24.8

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Frank A. Riddick, III        

Print Name: Frank A. Riddick, III