SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARNARD PETRUS J

(Last)

(First)

(Middle)

GRAFTECH INTERNATIONAL LTD.

1521 CONCORD PIKE, SUITE 301

(Street)

WILMINGTON

19803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Graphite Electrodes

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2005		J	V	32	A	$4.55	32	I	By Savings Plan.⁽¹⁾
Common Stock	04/29/2005		J	V	159	A	$3.66	191	I	By Savings Plan.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Time options (right to buy)	$5.46							04/01/2007	04/01/2015	Common Stock	100,000		100,000	D
Time options (right to buy)	$35							⁽³⁾	02/28/2006	Common Stock	5,000		5,000	D
Time options (right to buy)	$17.06							⁽⁴⁾	09/29/2008	Common Stock	66,000		66,000	D
Time options (right to buy)	$8.56							12/15/2002	12/10/2010	Common Stock	60,000		60,000	D
Time options (right to buy)	$6.56							⁽⁵⁾	12/31/2008	Common Stock	100,000		100,000	D
Time options (right to buy)	$8.85							09/25/2003	09/25/2011	Common Stock	45,000		45,000	D

Explanation of Responses:

1. Represents the number of units attributable to the reporting person's participating through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 32 units reported in this transaction correspond to 30 shares of Common Stock at price of $4.74.

2. Represents the number of units attributable to the reporting person's participating through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 159 units reported in this transaction correspond to 153 shares of Common Stock at price of $3.81.

3. 2,500 of such options became exercisable on each of May 2, 1996 and August 28, 1997.

4. Of such options, 22,000 vested on each of: May 21, 1999, July 14, 1999 and September 29, 1999.

5. One-third of these options become exercisable on March 1, 2006. The remainder becomes exercisable on July 31, 2008.

Remarks:

	Karen G. Narwold, Attorney-in-Fact for Petrus J. Barnard	05/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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