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                                                                  EXHIBIT 10.1.2

                   SECOND AMENDMENT 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 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, (1)
                  jointly and severally liable with Transferor and its other
                  participating subsidiaries and affiliates for all benefits
                  owed to participants and their beneficiaries 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. Subject to the parties'
                  obligations under clause (1) of the preceding sentence (which
                  the parties expect would not become applicable unless either
                  party is unable to meet its obligations under this sentence),
                  the parties agree that funding, contribution, expense and
                  other costs and payments in respect of the Plan and the
                  Program shall be borne in proportion to the obligations to
                  their respective retirees and employees. 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.
                  Notwithstanding anything contained herein or in the Services
                  Agreement to the contrary, the only assets to be transferred
                  to or for the benefit of Transferee or its subsidiaries or its
                  employee benefit plans in respect of the Program, the Plan or
                  any of such plans shall be those required to be transferred by
                  applicable law in respect of the Program or the Plan at such
                  time as Transferee or its subsidiaries ceases to participate
                  in the Program or the Plan."



         Date: July 24, 2000