Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NARWOLD KAREN G
  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)
VP, Gen. Couns., HR and Sec.
(Last)
(First)
(Middle)
C/O GRAFTECH INTERNATIONAL LTD., 1521 CONCORD PIKE, SUITE 301
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2005
(Street)

WILMINGTON,, DE 19803
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock               10,824 D  
Common Stock 07/15/2005   J V 95 A $ 4.61 4,122 I By Savings Plan. (1)
Common Stock 07/29/2005   J V 88 A $ 4.97 4,210 I By Savings Plan. (2)
Common Stock               4,780 I By Compensation Deferral Plan. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance option (right to buy) $ 7.6             12/08/1997 01/25/2007 Common Stock 1,746   1,746 D  
Time options (right to buy) $ 35               (4) 02/08/2006 Common Stock 8,000   8,000 D  
Time options (right to buy) $ 39.31               (5) 02/10/2007 Common Stock 2,000   2,000 D  
Time options (right to buy) $ 37.6             02/10/1998 02/10/2007 Common Stock 10,000   10,000 D  
Time options (right to buy) $ 17.06               (6) 09/29/2008 Common Stock 9,000   9,000 D  
Time options (right to buy) $ 15.5               (7) 12/17/2008 Common Stock 36,000   36,000 D  
Time options (right to buy) $ 22.81               (8) 10/01/2009 Common Stock 10,000   10,000 D  
Time options (right to buy) $ 14             02/28/2005 02/28/2010 Common Stock 20,000   20,000 D  
Time options (right to buy) $ 8.56             12/15/2002 12/15/2010 Common Stock 50,000   50,000 D  
Time options (right to buy) $ 8.85               (9) 09/25/2011 Common Stock 57,500   57,500 D  
Stock options (right to buy) $ 6.56               (10) 12/31/2008 Common Stock 200,000   200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NARWOLD KAREN G
C/O GRAFTECH INTERNATIONAL LTD.
1521 CONCORD PIKE, SUITE 301
WILMINGTON,, DE 19803
      VP, Gen. Couns., HR and Sec.  

Signatures

 /s/Edward J. Yocum, Jr., Attorney-in-fact for Karen G. Narwold   08/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 95 units reported in this transaction correspond to 91 shares of Common Stock at a price of $4.81 per share.
(2) Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 88 units reported in this transaction correspond to 84 shares of Common Stock at a price of $5.19 per share.
(3) Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(f), under the Company's Compensation Deferral Plan. The reporting person disclaims beneficial ownership of these securities.
(4) 2,000 of such options became exercisable on each of May 2, 1996 and August 28, 1997 and 4,000 of such options became exercisable on February 8, 2004.
(5) 500 of such options became exercisable on May 2, 1996, 500 of such options became exercisable on August 28, 1997 and 1,000 of such options became exercisable on February 10, 2005.
(6) Of such options, 3,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999.
(7) Of such options, 12,000 vested on each of May 21, 1999, July 14, 1999 and December 17, 1999.
(8) Of such options, 3,333 vested on October 1, 2000 and 6,667 will vest upon the earlier of (i) October 1, 2006 or (ii) as to 3,333 of such options, the date on which the closing price of the Company's Common Stock has been at least $27.40 per share for 20 consecutive trading days and as to the remaining 3,334 of such options, the date on which the closing price of the Company's Common Stock has been at least $31.90 for 20 consecutive trading days.
(9) Options were granted as part of annual grant. Of such options, 12,500 vested on September 25, 2001 and 45,000 vested on September 25, 2003.
(10) Such options will vest on July 31, 2008 or earlier on March 31, 2006 if certain cash flow performance targets are achieved in each of 2003, 2004 and 2005 under the Company's Long Term Incentive Plan. For each year that such targets are achieved, one-third of the options granted will vest on March 31, 2006. If not previously exercised, these options will expire on December 31, 2008.

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