Sec Form 4 Filing - MASON SCOTT C @ GRAFTECH INTERNATIONAL LTD - 2005-08-15

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 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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1. Name and Address of Reporting Person MASON SCOTT C 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) Pres., Advcd. Carbon Solutions (Last) (First) (Middle) C/O UCAR CARBON COMPANY INC., P.O. BOX 6116 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2005 (Street) CLEVELAND,, OH44101 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 16,753 D Common Stock 08/15/2005 J V 98 A $ 5.5 16,159 I By Savings Plan. ( 1 ) Common Stock 08/31/2005 J V 84 A $ 5.69 16,243 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Time options (right to buy) $ 13.19 ( 3 ) 09/29/2008 Common Stock 150,000 150,000 D Time options (right to buy) $ 8.56 12/15/2002 12/15/2010 Common Stock 80,000 80,000 D Time options (right to buy) $ 8.85 ( 4 ) 09/25/2011 Common Stock 87,000 87,000 D Stock options (right to buy) $ 6.56 ( 5 ) 12/31/2008 Common Stock 275,000 275,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MASON SCOTT C C/O UCAR CARBON COMPANY INC. P.O. BOX 6116 CLEVELAND,, OH44101 Pres., Advcd. Carbon Solutions Signatures /s/Karen G. Narwold, Attorney-in-fact for Scott C. Mason 09/02/2005 Signature of Reporting Person Date

Explanation of Responses:

( 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 98 units reported in this transaction correspond to 94 shares of Common Stock at a price of $5.74 per share. ( 2 )Represents the number of unit attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 84 units reported in this transaction correspond to 80 shares of Common Stock at a price of $5.94 per share. ( 3 )50,000 of such options vested on April 3, 2001. 100,000 of such options will vest on April 3, 2007; however, 50,000 unvested shares will vest on each of the dates, if any, on which the closing price of the Company's Common Stock has been at least $15.85 per share and $18.50 per share for at least 20 consecutive trading days. ( 4 )Options were granted as part of an annual grant. Of such options, 15,000 vested on September 25, 2001 and 72,000 vested on September 25, 2003. ( 5 )Such options will vest on 7/31/08 or earlier on 3/31/06 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, 1/3 of the options granted will vest on 3/31/06. If not previously exercised, these options will expire on December 31, 2008.

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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