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                                                                 EXHIBIT  10.1.1

                      AMENDMENT 1 TO THE TRANSFER AGREEMENT
                        BETWEEN UCAR CARBON COMPANY INC.
                            AND UCAR GRAPH-TECH INC.

The Transfer Agreement is hereby amended, in accordance with the following.

1. The second paragraph of Section 4.1 of Article 4 is hereby amended to read in
   its entirety as follows:

             "Transferee and its participating subsidiaries hereby agree to be,
   and from and after the Closing shall continue to be, (i) jointly and
   severally liable with Transferor and its other participating subsidiaries and
   affiliates for all benefits owed to participants under the Program and the
   Plan and (2) except as otherwise expressly provided in the Services
   Agreement, solely liable and responsible for all benefits owed to its
   employees and retirees, and their beneficiaries, under such plans. The
   parties agree that all employees of Transferor who retired from the Business
   after February 25, 1991 (approximately 20 employees), and employees of
   Transferee and its subsidiaries (including the Employees) who retire after
   the Closing, shall be considered retirees of Transferee for all purposes
   (including, but not limited to, funding obligations and administration of
   benefits) under the Program, the Plan and such plans."

Date: July 14, 2000