GREAT LAKES CARBON CORP
10-K, 1998-03-02
MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL
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				 UNITED STATES                   
		       SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549

				   FORM 10-K
				 ANNUAL REPORT

		     Pursuant to Section 13 or 15(d) of the
			Securities Exchange Act of 1934

For the fiscal year ended December 31, 1997     Commission File Number 33-98522

			 GREAT LAKES CARBON CORPORATION
	     (Exact name of registrant as specified in its charter)

		 Delaware                          13-3637043
	 (State or other jurisdiction of         (I.R.S. Employer
	  incorporation or organization)          Identification Number)

	  110 East 59th Street, New York, New York        10022
	 (Address of principal executive offices)     (Zip Code)

				 (212) 527-3002
	       (Registrant's telephone number, including area code)

	   Securities registered pursuant to Section 12(b) of the Act:
				      None

	   Securities registered pursuant to Section 12(g) of the Act:
		       10% Senior Secured Notes due 2006
				(Title of Class)

     Indicate by check mark whether the registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the regis-
trant was required to file such reports), and (ii) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

     There is no public market for registrant's common stock.

     As of February 20, 1998, the registrant had outstanding 100,000 shares of 
its Common Stock.

		      DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this report incorporates by reference portions of the Regis-
trant's Proxy Statement for the 1998 annual meeting of stockholders.
<PAGE>

<TABLE>
			 GREAT LAKES CARBON CORPORATION

	Annual Report on Form 10-K for the Year Ended December 31, 1997

				Table of Contents
<CAPTION>
									  Page
<S>                                                                       <C>
				      PART I
Item  1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Item  2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Item  3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 6

Item  4. Submission of Matters to Vote of Security Holders . . . . . . . . 6

				     PART II
Item  5. Market for Registrant's Common Equity and Related
	 Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . 6

Item  6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 7

Item  7. Management's Discussion and Analysis of Financial
	 Condition and Results of Operations . . . . . . . . . . . . . . . 8

Item  8. Financial Statements and Supplementary Data . . . . . . . . . . . 9

Item  9. Changes in and Disagreements with Accountants
	 on Accounting and Financial Disclosure. . . . . . . . . . . . . .10

				   PART III
Item 10. Directors and Executive Officers of the Registrant. . . . . . . .10

Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . .10

Item 12. Security Ownership of Certain Beneficial Owners
	 and Management. . . . . . . . . . . . . . . . . . . . . . . . . .10

Item 13. Certain Relationships and Related Transactions. . . . . . . . . .11

				   PART IV
Item 14. Exhibits, Financial Statement Schedules and
	 Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .11
____________________________

	 Consolidated Financial Statements . . . . . . . . . . . . . . . F-1
</TABLE>

<PAGE>

PART I
Item 1.  Business

Introduction

	Great Lakes Carbon Corporation (the "Company" or "GLC") is the largest
producer of calcined petroleum coke ("CPC") in the world.  A majority of the
Company's sales consist of anode grade CPC which is the principal raw material
used in the production of carbon anodes for use in aluminum smelting. The
Company also sells industrial grade CPC for use in the production of titanium
dioxide, as a carbon additive in the manufacture of steel and foundry products
and for use in other specialty materials and chemicals markets.  The Company
produces CPC from raw petroleum coke, a by-product of petroleum refining,
utilizing a high-temperature, rotary-kiln process developed by the Company in
the 1930's.
	The Company operates rotary kilns having a total capacity of 1.4
million tons at plant sites in Port Arthur, Texas; Enid, Oklahoma; and through
a wholly-owned subsidiary, Copetro S. A. ("Copetro"), at the port of La Plata, 
Argentina.  Copetro is in the process of constructing a 220,000 ton calcining
kiln which will double the calcining capacity of this facility.  Construction 
of the $21 million project is expected to be completed in the third quarter of
1998.  
	The Company in its present form of organization was formed in 1991 as a
subsidiary of Horsehead Industries, Inc. ("Horsehead").  In 1995 the Company
sold $65,000,000 of 10% Senior Secured Notes due 2006 ("the Secured Notes").
Upon the sale of the Secured Notes the net proceeds to the Company were
distributed by the Company as a dividend to Horsehead, all indebtedness of
Horsehead owing to the Company was canceled, and 100% of the common stock of
the Company was distributed on a pro rata basis to the holders of the common
stock of Horsehead.

Description of Principal Markets

Anode Grade CPC

	Carbon anodes, which are manufactured utilizing anode grade CPC, are
used by every primary aluminum smelter in the world as a key component in
aluminum smelting pot lines.  Carbon anodes act as conductors of electricity
and as a source of carbon in the electrolytic cell that reduces alumina into
aluminum metal.  In this electrochemical aluminum smelting process, the carbon
anodes, and hence the CPC, are consumed.  Carbon anode manufacturers,
predominantly captive operations of aluminum smelting companies, purchase anode
grade CPC, mix it with pitch binders, press the mixture into blocks and then
bake the mixture to form a finished, hardened carbon anode.  The quality of
the anode grade CPC, in terms of both its physical and chemical properties, has
an effect on carbon anode life, which is an important economic factor in
aluminum production, and on the amount of impurities in the finished aluminum
metal.  Anode grade CPC is approximately 97% pure carbon; however, anode grade
CPC does vary based on the content of sulfur and other trace elements in the
finished product as well as on its physical properties.  GLC produces a full
range of anode grade CPC tailored to the specific needs of its aluminum company
customers.
<PAGE>        
	
	Worldwide demand for anode grade CPC is directly tied to the global
production of primary aluminum.  For the third year in a row, aluminum 
production increased primarily due to restarts of capacity that was idled 
in 1993 and 1994 and also due to expansion of existing smelting capacity.  As
a result of the strong demand for CPC, the Company operated at effective 
capacity in 1997.

Industrial Grade CPC

	CPC is also used in a number of other (non-aluminum) applications,
which the Company refers to as industrial grade CPC.  These include sales of
CPC for use in the production of titanium dioxide, as a recarburizer in the
manufacture of steel and foundry products and for use in other specialty
materials and chemicals markets.
	Titanium dioxide is a widely used brilliant white pigment, the primary
applications for which are in paints, plastics and paper.  Industrial grade CPC
is used as an energy and carbon source in the production of titanium dioxide
from titanium-bearing ores using the chloride process and is also used as a
recarburizer, i.e., carbon additive, in the production of steel and foundry
products and as a carbon source in certain chemical processes.
	Industrial grade CPC is generally similar to anode grade CPC in its
physical characteristics, but typically  has higher chemical impurities.  In
addition, industrial grade CPC is usually further processed to meet sizing
specifications and packaged for sale to end users in smaller quantities than is
anode grade CPC.

Raw Materials and Suppliers

	CPC is sold in a world market.  However, calcining and transportation
economics dictate that producers of CPC are most efficiently located near
petroleum refining operations, which are the source of raw petroleum coke, the
raw material used to produce CPC.  Raw petroleum coke is a by-product of the
oil refining process, constituting the solid fraction remaining after the
refinery has essentially removed all of the liquid petroleum products from the
crude oil.  Many, but not all, oil refineries produce raw petroleum coke.
Because a substantial portion of worldwide petroleum refining capacity is based
domestically, the United States has a majority of worldwide CPC production
capacity.  Sales of raw petroleum coke do not constitute a material portion of
oil refiners' revenues.
	CPC quality, which is extremely important to aluminum smelters, is
highly dependent upon the quality of the raw petroleum coke utilized in the
calcining process.  The raw petroleum coke produced by different oil refineries
covers a range of physical and chemical properties depending upon both the
types of crude oils being refined and the specific process being employed by
the refinery.  Only a portion of the raw petroleum coke produced by the world's
oil refineries is of suitable quality for producing anode grade or industrial
grade CPC, with anode grade requirements being generally more stringent than
industrial grade requirements.  If the raw petroleum coke produced by a
refinery is not of sufficient quality for calcining, it is typically sold for
its fuel value at a substantially lower price.
      The Company purchases a range of raw petroleum cokes from a number of
domestic and international oil refineries with the objective of blending these
cokes to meet the specific quality requirements of its customers at the lowest
raw material cost.  Raw petroleum coke is typically 
<PAGE>

purchased by the Company under contracts with a term of one or more years, 
although the Company does make some spot purchases.  In 1997 the Company 
purchased approximately 46% of its raw petroleum coke requirements from three 
petroleum refiners.

Manufacturing Process

	The calcining process essentially drives off moisture, impurities and
volatile matter from the raw petroleum coke at high temperatures, to produce a
purer form of carbon in the resulting CPC.  Both anode and industrial grade CPC
are manufactured by the Company to specific customer specifications. The
Company purchases raw petroleum cokes from a number of sources and has the
capability to blend these raw cokes specifically to meet a customer's required
chemical and physical properties.  After blending, the raw coke is fed into the
higher end of a rotating kiln, which is up to 12 feet in diameter and up to 220
feet long.  The coke in the kiln is tumbled by rotation and moves down-kiln
counter current to the heat produced by burning natural gas or oil at the
lower, firing end of the kiln.  Kiln temperatures range from 2200 to 2500
degrees fahrenheit.  Typically, coke is retained in the kiln for approximately
one hour, with the resident time and heating rates critical to the production
of the proper quality CPC.  The moisture, impurities and volatile matter in the
coke are driven off in the kiln.  As the coke is discharged from the kiln, it
drops into a cooling chamber, where it is quenched with water, treated with
dedusting agents and carried by conveyor to silos to be kept in covered storage
until shipped to customers by truck, rail, barge or ocean-going vessel.  In the
case of certain industrial grade products, the CPC is also crushed and screened
to meet proper sizing requirements.

Marketing

	The Company sells its CPC to end users through its direct sales staff
and exclusive sales representatives.  Substantially all sales are shipped
directly to end users.  GLC's domestic sales activity is handled by the
Company's direct sales staff.  Internationally, GLC's direct sales staff is
supplemented by exclusive sales representatives.  
	The Company typically sells anode grade CPC under contracts with terms
of one or more years, although a small percentage is sold on a spot basis. CPC
is shipped by the Company in bulk quantities to its customers via truck, rail, 
barge or ocean-going vessel.
Industrial grade CPC is generally sold to customers under annual contracts or
on a purchase order basis and is shipped in smaller quantities in bulk or
packaged to meet customer requirements.
	In 1997 approximately one third of the Company's net sales were to
U.S.-based customers and approximately two thirds were to customers in
international markets.  Approximately 62% of the Company's 1997 net sales were
made to five customers with Aluminum Company of America and Alusaf Limited
accounting for 23.7% and 15.5% of the Company's net sales, respectively.
<PAGE>

Competition

	The Company is the largest producer of CPC in the world and competes
with domestic and foreign calciners in a worldwide market with respect to both
anode and industrial grade CPC sales.  Marketing of CPC to both anode and
industrial grade customers is based primarily on price and quality.  Worldwide
demand for anode grade CPC is tied directly to the global production of primary
aluminum.  Sales of industrial grade CPC are dependent on the particular
demands of the titanium dioxide, steel and foundry, and certain chemical
markets.

Employees

	As of December 31, 1997 the Company employed 254 persons.  The Company
is a party to collective bargaining agreements at two of its three facilities,
covering approximately one-third of its employees.  A collective bargaining
agreement with the international Association of Machinists and Aerospace
Workers covers hourly employees at the Enid, Oklahoma facility.  Certain
employees at the La Plata, Argentina facility of Copetro are covered by an
annual labor contract with an Argentine government union.  The Port Arthur
plant is operated with a non-union workforce.

Patents, Trademarks

	None of the Company's business is dependent upon any patents or other
intellectual property.

Environmental Matters

	The Company's facilities and operations are subject to various federal,
state and local and foreign governmental laws and regulations with respect to
the protection of the environment, including regulations relating to air and
water quality.  The Company believes that it possesses all of the permits
required for the conduct of its operations and that it is currently in material
compliance with all relevant environmental regulations.  The Company spent
approximately $3.5 million on capital expenditures related to pollution control
facilities in 1997 and anticipates spending approximately $3.5 million and 
$1.9 million in 1998 and 1999, respectively.  Approximately half of the 
environmental expenditures in 1997 and 1998 will be in conjunction with the 
facility expansion at Copetro.
	The Clean Air Act was amended in 1990.  While the Company believes that
its facilities meet current regulatory standards applicable to air emissions,
some of its facilities may be required to comply with new standards for air
emissions to be adopted by the United States Environmental Protection Agency
and state environmental agencies over the next several years.  At this time, 
the Company cannot estimate when new standards will be imposed or what control 
technologies or changes in processes the Company may be required to install or 
undertake.  Based on information currently available to it, the Company 
believes that attaining compliance with such regulations will not have a 
material adverse effect on the financial position or results of operations of
the Company.
<PAGE>

Executive Officers of the Company

	The following table sets forth certain information concerning the
executive officers of the Company:

- ------------------------------------------------------------------------------

Name and Age as         Period of Service as an Executive Officer and
of February 20, 1998    Business Experience During Past Five or More Years

- ------------------------------------------------------------------------------

William E. Flaherty     Chairman of the Board of the Company and its
64                      predecessor company since 1985.  Chairman of the Board
			and Chief Executive Officer of Horsehead since 1989.

James D. McKenzie       President and Chief Executive Officer of the Company
53                      since 1995.  Executive Vice President of the Company
			and President of the Calcined Petroleum Coke business
			of the Company and its predecessor company from 1989
			to 1995.

A. Frank Baca           Senior Vice President, Operations and Administration of
54                      the Company since 1995.  Vice President, Operations of
			the Company from 1991 to 1995.

Robert C. Dickie        Vice President, Sales of the Company since 1995 and
49                      Director of Sales from 1992 to 1995.  Plant Manager of
			Enid Oklahoma facility from 1989 to 1992.

James W. Betts          Vice President, Raw Materials of the Company and its
60                      predecessor company since 1986.

Patrick E. Valentine    Vice President, Commercial Development of the Company
43                      since 1997.

Ronald J. Statile       Vice President and Treasurer of the Company and its
50                      predecessor company since 1986.  Vice President of
			Horsehead since 1988.

Item 2.  Properties

	The Port Arthur facility has four kilns which have the capacity to
produce 680,000 tons per year of CPC.  Port Arthur is also the site of the
Company's primary laboratory and testing facility.  Port Arthur has substantial
CPC storage capacity and the capability to receive and ship product by truck,
rail, barge or ocean-going vessel.  The 115-acre Port Arthur property is leased
by the Company under a long-term lease, which was originally executed in the
1930's and the most recent renewal of which expires at the end of 2004.  A
waste heat recovery facility, owned by a third party, is located 
<PAGE>

at the plant site under a sublease arrangement with the Company under which 
terms the Company receives revenue from the delivery of flue gas from its kilns
to the facility.
	The Enid facility has three kilns which have the capacity to produce
490,000 tons per year of CPC.  The Enid plant has the capability to receive and
ship material by truck or rail and is located on 160 acres of property that is
owned by the Company.
	The La Plata, Argentina facility operated by Copetro has a single kiln 
with the capacity to produce 220,000 tons per year of anode grade CPC.  The 
Copetro capacity will be doubled when the second kiln expansion is completed 
in 1998.  The plant is located on 30 acres of land at the port of La Plata.  
The plant has the capability to receive raw petroleum coke by rail or truck and
to ship CPC by truck or ocean-going vessel.
	The Company's principal business office is located at 4 Greenspoint
Plaza, Suite 2200, 16945 Northchase Drive, Houston, TX 77060 under a lease
expiring in January, 2001.
	The Company's executive office is located in leased space at 110 East
59th Street, New York, NY 10022.

Item 3.  Legal Proceedings

	The Company is a party to legal proceedings which are in various stages
of resolution.  Management, after discussion with legal counsel, is of the
opinion that the ultimate resolution of these matters will not have a material
adverse effect on the results of operations or financial position of the
Company.

Item 4.  Submission of Matters to Vote of Security Holders

	No matters were submitted for vote of security holders of the Company
during the three months ended December 31, 1997.


				       PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

	(a)     There is no established market in which the Company's Common
Stock, par value $.01 per share (the "Common Stock"), is publicly traded,
because all of such Common Stock is privately held.
	(b)     As of the date of this annual report, there were fourteen
holders of record of the Company's Common Stock.
	(c)     During 1997 the Board of Directors declared cash dividends of
$3.75 per share which were paid to shareholders of record on each of March 31,
1997, June 30, 1997, September 30, 1997, and December 31, 1997.  Any future 
determination as to the payment of dividends will depend upon the Company's 
financial condition, results of operations, capital requirements and such other
factors as the Board of Directors deems relevant.  The Company's debt 
instruments limit the conditions under which the Company may pay a cash 
dividend on its outstanding Common Stock.
<PAGE>

Item 6.  Selected Financial Data

	The following table sets forth selected financial data of the Company
at and for the five years ended December 31, 1997.  The financial data set 
forth below should be read in conjunction with "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" in Item 7 and the 
consolidated  financial statements of the Company and the related notes thereto 
included elsewhere herein.

					    Year Ended December 31,
				 1997      1996      1995      1994      1993
			      --------- --------- --------- --------- --------
Results of Operations
- ----------------------------
Net sales                     $231,911  $242,744  $178,628  $130,797  $149,225

Gross Profit                    59,521    66,373    36,440    20,914    24,465

Operating income                41,011    51,052    26,753    12,688    14,564

Total other income (expense)    (6,336)   (8,345)   (5,302)  (12,633)   (9,686)

Income before income taxes      34,675    42,707    21,451        55     4,878

Net income (loss)               21,984    27,559    13,818      (134)    2,870

Balance sheet data (at end 
  of period):
    Total assets              $174,911  $148,905  $113,930  $105,390  $106,483
    Total long-term debt        84,014    72,885    74,291    11,907    17,986
- ----------------------------
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
	 Results of Operations

Year Ended December 31, 1997 Versus Year Ended December 31, 1996

	The Company's net sales for the year ended December 31, 1997 decreased
to $231.9 million from $242.7 million in the corresponding period of 1996.
Anode grade CPC net sales decreased to $189.9 million from $199.4 million,
primarily as a result of decreased selling prices, which were partially offset
by higher sales volume.  Industrial grade CPC net sales increased to $40.2
million from $38.6 million, due to increased selling prices, which were 
partially offset by lower sales volume.
	Gross profit for the year decreased to $59.5 million from $66.4 million
in the prior year.  The decrease in gross profit margin was the result of the 
decrease in net sales which was partially offset by the decrease in cost of
sales.  The lower cost of sales was mainly the result of lower raw material
costs.
	Operating income for 1997 decreased to $41.0 million from $51.1 million
in 1996.  The decrease in operating income was the result of the reduced gross
profit and an increase in selling, general and administrative expenses to $18.5
million from $15.3 million, primarily related to higher compensation and
professional fees expenses.
	Income before income taxes decreased to $34.7 million from $42.7 
million in the prior year as a result of the reduced operating income that was
partially offset by a $2.0 million positive change in other income (expense).
The change in other income (expense) was primarily the result of greater 
interest income from larger cash reserves in 1997.
	Net income for 1997 decreased to $22.0 million from $27.6 million in 
1996 primarily due to the lower income before income taxes described above.

Year Ended December 31, 1996 Versus Year Ended December 31, 1995

	The Company's net sales for the year ended December 31, 1996 increased 
to $242.7 million from $178.6 million in the corresponding period of 1995.  
Anode grade CPC net sales increased to $199.4 million from $147.9 million, 
primarily as a result of increased selling prices, which were partially offset 
by lower sales volume.  The lower sales volume was primarilly attributable to
the unavailability of third party production, which the Company had been able
to purchase for resale in 1995.  Industrial grade CPC net sales increased to 
$38.6 million from $27.6 million, due to both higher sales volume and increased
selling prices.
	Gross profit for the year increased to $66.4 million from $36.4 million
in the prior year.  The increase in gross profit margin was the result of the
increase in net sales which more than offset the increase in cost of sales.
The higher cost of sales was mainly the result of higher raw material costs.
	Operating income for 1996 increased to $51.1 million from $26.8 million
in 1995.  The increase in operating income was the result of the improved gross
profit that was partially offset by an increase in selling, general and
administrative expenses to $15.3 million from $9.7 million, primarily related
to higher compensation, benefits, professional fees and office overhead
expenses.
	Income before income taxes increased to $42.7 million from $21.5
million in the prior year as a result of the improvement in operating income
that was partially offset by a $3.0 million negative change in other income
(expense),primarily resulting from a non recurring income item in 1995.  The
<PAGE>

increase in net interest expense, arising principally from $65 million in
outstanding 10% Senior Secured Notes issued in December 1995, was offset by
the reduction in asset utilization fee to parent, which was terminated in
December 1995.
	Net income for 1996 increased to $27.6 million from $13.8 million in
1995 primarily due to the higher income before income taxes described above.

Liquidity and Capital Resources

	In 1997 net cash provided by operating activities of $31.3 million and
$12.5 million of loan proceeds were used to fund $21.4 million of capital 
expenditures (including a major expansion of the Company's La Plata, Argentina
facility), $1.4 million in repayment of long-term debt and $1.5 million of
dividends.  The 1996 net cash provided by operating activities of $27.7 
million was used to fund $6.4 million of capital expenditures, $1.4 million in 
repayment of long-term debt and $1.5 million of dividends.  In 1995 net cash 
provided by operating activities of $17.2 million was used to fund $5.8 million 
of capital expenditures, $2.6 million in repayment of long-term debt and $8.1 
million of cash transfers to parent.  Also, the net proceeds from the sale of 
Secured Notes were used to fund a cash distribution to Horsehead.
	The Secured Notes are secured by first priority liens on all material 
property and equipment of the Company and certain other assets.  Interest on
the Secured Notes is payable semi-annually each year on January 1 and July 1.
The Secured Notes will mature on January 1, 2006 and are subject to early
redemption as set forth under the terms of the Secured Notes.
	The Company has in place a Revolving Credit Facility pursuant to
agreements with certain financial institutions.  The facility, which expires in
December, 1998, provides borrowings of up to $15 million, including a $10
million sub-limit for letter of credit, which are subject to borrowing base
limitations.  At February 20, 1998 the Company had no borrowings under the
facility and had outstanding letters of credit of $1.7 million.
	Historically, the Company's liquidity requirements have been primarily
for debt service, capital expenditures and general working capital needs.  The
timing of inventory receipts and product shipments, all of which transactions
are entirely U.S. dollar denominated, can have a substantial impact on the
Company's working capital requirements.  Capital investments generally relate
to facility maintenance and projects to improve plant throughput and product
quality.  In 1998 the Company's capital investments, which will continue to 
include amounts for a major facility expansion at Copetro, are anticipated to
total approximately $15 million.  The Company expects to fund its liquidity 
needs through cash from operations, its revolving credit line and a credit 
facility arranged to finance the Copetro facility expansion.

Item 8.  Financial Statements and Supplementary Data

	The following consolidated financial statements of the Company and its
subsidiaries, together with the report of independent auditors thereon, are
filed as part of this report:
<PAGE>
	
	Consolidated Financial Statements:

		Report of Independent Auditors

		Consolidated Balance Sheets as of December 31, 1997 and 1996

		Consolidated Statements of Operations for the years ended
		December 31, 1997, 1996 and 1995

		Consolidated Statements of Stockholders' Equity for the years
		ended December 31, 1995, 1996 and 1997

		Consolidated Statements of Cash Flows for the years ended
		December 31, 1997, 1996 and 1995

		Notes to Consolidated Financial Statements

Item 9.  Changes in and Disagreements with Accountants on Accounting and
	 Financial Disclosure

	 None.


				      PART III

Item 10.  Directors and Executive Officers of the Registrant

	The information required in response to Item 10 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.

Item 11.  Executive Compensation

	The information required in response to Item 11 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with 
the 1998 Annual Meeting of Stockholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

	The information required in response to Item 12 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with 
the 1998 Annual Meeting of Stockholders.
<PAGE>

Item 13.  Certain Relationships and Related Transactions

	The information required in response to Item 13 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.


				       PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) List of Financial Statements:

	Report of Independent Auditors..................................... F-1

	Consolidated Balance Sheets as of December 31, 1997 and 1996....... F-2

	Consolidated Statements of Operations for the years ended 
	 December 31, 1997, 1996 and 1995.................................. F-4

	Consolidated Statements of Stockholders' Equity
	  for the years ended December 31, 1995, 1996 and 1997............. F-5

	Consolidated Statements of Cash Flows for the years
	  ended December 31, 1997, 1996 and 1995............................F-6

	Notes to the Consolidated Financial Statements......................F-7

(a)(2)  List of Financial Statement Schedules:

	None

	All schedules for which provision is made in the applicable accounting 
regulations of the Commission are not required under the related instructions 
or are not applicable and, therefore, have been omitted.

(a)(3)  List of Exhibits:

	Exhibit

	Number  Description

	   3.1  Restated Certificate of Incorporation [1]
	   3.2  By-Laws [1]
<PAGE>     
	   
	   4.1  Form of Indenture governing the 10% Senior Secured Notes due 
		2005 of the Company, including the form of 10% Senior Secured 
		Note due 2005 [1]
	   4.2  Form of Mortgage from the Company to The Bank of New York [1]
	   4.3  Form of Security Agreement between the Company and The Bank of 
		New York [1]
	   4.4  Form of Pledge Agreement between the Company and The Bank of 
		New York [1]
	   4.5  Form of Patent Security Agreement between the Company and The 
		Bank of New York [1]
	   4.6  Form of Trademark Security Agreement between the Company and 
		The Bank of New York [1]
	  10.1  Distribution Agreement between the Company and Horsehead 
		Industries, Inc. [1]
	  10.2  Tax Separation Agreement between the Company and Horsehead 
		Industries, Inc. [1]
	  10.3  Lease Agreement between the Company and Rice-Carden Corpora-
		tion (as successor to Kansas City Southern Industries, Inc.), 
		as amended [1]
	  10.4  Calcined Coke Supply Agreement between the Company and Aluminum
		Company of America [1]
	  10.5  Green Anode Coke Sales Agreement between the Company and Conoco 
		Inc. [*]
	  10.7  Petroleum Coke Sales Agreement between Copetro S.A. and YPF 
		S.A. [1]
	  10.7A Petroleum Coke Sales Agreement between Copetro S.A. and YPF
		S.A. [2]
	  10.8  Form of Revolving Credit Facility among the Company, Chemical
		Bank, as agent and lender, and the several lenders party there-
		to [1]
	  10.9  Coke Supply Agreement between the Company and Exxon Company,
		U.S.A. [2]
	  21    Subsidiaries of the Registrant [1]

[1]  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (33-98522)

[2]  Incorporated by reference to the Company's Form 10-K/A for the year ended 
     December 31, 1996

[*]  The Company has amended its request for confidential treatment to include
     this Exhibit.

(b)     Reports on Form 8-K
	None
<PAGE>

				      SIGNATURES


	Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this annual report to be 
signed on its behalf by the undersigned thereunto duly authorized.

				       GREAT LAKES CARBON CORPORATION

				       By:  /s/JAMES D. MCKENZIE
					   ---------------------
				       James D. McKenzie, President and
					 Chief Executive Officer
				       (Principal Executive Officer)

February 27, 1998

	Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following person on behalf of the 
registrant and in the capacities and as of the date indicated.


Signature                          Title                           Date
- ---------                          -----                           ----

/s/JAMES D. MCKENZIE          President and                     
- ---------------------         Chief Executive Officer        February 27, 1998
James D. McKenzie             (Principal Executive Officer)

/s/WILLIAM E. FLAHERTY        Chairman of the Board          February 27, 1998 
- ---------------------
William E. Flaherty

/s/RONALD J. STATILE          Vice President and Treasurer   February 27, 1998
- ---------------------         (Principal Financial Officer)
Ronald J. Statile

/s/ADELA I. ROBLES            Controller                     February 27, 1998
- ---------------------         (Principal Accounting Officer)
Adela I. Robles

/s/DAVID O. CARPENTER         Director                       February 27, 1998 
- ---------------------
David O. Carpenter

/s/DAVID N. JUDELSON          Director                       February 27, 1998 
- ---------------------
David N. Judelson

/s/TINKHAM VEALE II           Director                       February 27, 1998 
- ---------------------
Tinkham Veale II
<PAGE>

			     Report of Independent Auditors



The Board of Directors
Great Lakes Carbon Corporation


We have audited the accompanying consolidated balance sheets of Great Lakes 
Carbon Corporation and subsidiaries as of December 31, 1997 and 1996, and the 
related consolidated statements of operations, stockholders' equity, and cash 
flows for each of the three years in the period ended December 31, 1997.  
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements 
based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the oveall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of Great Lakes 
Carbon Corporation and subsidiaries at December 31, 1997 and 1996, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.




							ERNST & YOUNG LLP

New York, NY
February 13, 1998

<PAGE>
<TABLE>

			   Great Lakes Carbon Corporation
				  and Subsidiaries

			     Consolidated Balance Sheets
<CAPTION>
							December 31
					       1997                    1996
					     ---------------------------------
					     (In thousands, except share data)
<S>                                          <C>                  <C>
Assets
Current assets:
  Cash and cash equivalents                  $ 43,596               $ 24,097
  Accounts receivable -- net of
    allowance for doubtful accounts 
    of $600 in 1997 and 1996                   29,908                 28,934
  Inventories                                  32,455                 39,872
  Other current assets                          4,349                  2,958
					     ---------------------------------
    Total current assets                      110,308                 95,861

Property, plant and equipment, net             59,165                 47,530


Other assets                                    5,438                  5,514
					     ---------------------------------
    Total assets                             $174,911               $148,905
					     =================================

<FN>
See accompanying notes.
</TABLE>

<PAGE>                                                        
<TABLE>
			   Great Lakes Carbon Corporation
				  and Subsidiaries

			     Consolidated Balance Sheets
<CAPTION>
							December 31
					       1997                    1996
					     ---------------------------------
					     (In thousands, except share data)
<S>                                          <C>                   <C>
Liabilities and stockholders' equity       
Current liabilities:                                               
  Accounts payable                           $ 13,601              $  22,222
  Accrued expenses                             14,057                 11,592
  Income taxes payable                          1,796                  3,840
  Current portion of long-term debt             1,419                  1,389
					     ---------------------------------
    Total current liabilities                  30,873                 39,043

Long-term debt, less current portion           82,595                 71,496
Other long-term liabilities                     4,190                  3,857
Deferred taxes                                  4,814                  2,554

Stockholders' equity:
  Common Stock, par value $0.01 per
    share, 100,000 shares authorized
    and outstanding                                 1                      1
  Additional paid-in capital                    5,509                  5,509
  Retained earnings                            46,929                 26,445
					     ---------------------------------
    Total stockholders' equity                 52,439                 31,955
					     ---------------------------------
    Total liabilities and stockholders' 
      equity                                 $174,911               $148,905
					     =================================

<FN>
See accompanying notes.
</TABLE>                                           

<PAGE>
<TABLE>
			   Great Lakes Carbon Corporation
				  and Subsidiaries

			Consolidated Statement of Operations
<CAPTION>
						   Year ended December 31
						 1997       1996       1995
					       -------------------------------
						       (In thousands)
<S>                                            <C>        <C>        <C>
Net Sales                                      $231,911   $242,744   $178,628
Cost of goods sold                              172,390    176,371    142,188
					       -------------------------------
Gross profit                                     59,521     66,373     36,440

Selling, general and administrative expenses     18,510     15,321      9,687
					       -------------------------------
Operating income                                 41,011     51,052     26,753

Other income (expense):
  Interest expense, net                          (6,287)    (7,573)    (1,127)
  Asset utilization fee to parent                   --         --      (6,286)
  Other, net                                        (49)      (772)     2,111
					       -------------------------------
						 (6,336)    (8,345)    (5,302)
					       -------------------------------

Income before income taxes                       34,675     42,707     21,451

Income tax expense                               12,691     15,148      7,633
					       -------------------------------
Net income                                     $ 21,984   $ 27,559   $ 13,818
					       ===============================
					     
<FN>
See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
			   Great Lakes Carbon Corporation
				  and Subsidiaries

		   Consolidated Statements of Stockholders' Equity
<CAPTION>
					  Additional                Total
				   Common   Paid-in   Retained   Stockholders'
				    Stock   Capital   Earnings      Equity
				   -------------------------------------------
						 (In thousands)
<S>                                 <C>      <C>         <C>         <C>
Balance at January 1, 1995          $   1    $ 53,637    $ 15,019    $ 68,657
				   
Net income                                                 13,818      13,818
Distributions                                 (48,128)    (28,451)    (76,579)
				   -------------------------------------------
Balance at December 31, 1995            1       5,509         386       5,896
		     
Net income                                                 27,559      27,559
Dividends                                                  (1,500)     (1,500)
				   -------------------------------------------
Balance at December 31, 1996            1       5,509      26,445      31,955

Net income                                                 21,984      21,984
Dividends                                                  (1,500)     (1,500)
				   -------------------------------------------
Balance at December 31, 1997        $   1    $  5,509    $ 46,929    $ 52,439
				   ===========================================
<FN>
See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
			   Great Lakes Carbon Corporation
				  and Subsidiaries

			Consolidated Statements of Cash Flows
<CAPTION>
						   Year ended December 31
						 1997       1996       1995
					       -------------------------------
							(In thousands)
<S>                                            <C>        <C>        <C>
Operating activities
Net income                                     $21,984    $27,559     $13,818
 Adjustments to reconcile net income to net
 cash provided by operating activities:
   Depreciation and amortization                10,220      9,551       8,420
   Deferred taxes                                2,260        462       4,181
   Changes in operating assets and
   liabilities:
     Accounts receivables                         (974)    (6,851)     (8,418)
     Inventories                                 7,417    (13,701)     (7,167)
     Other current assets                       (1,391)       306         621
     Income taxes payable                       (2,044)       743       3,523
     Accounts payable and accrued expenses      (6,156)     8,158       4,103
     Other, net                                    (55)     1,495      (1,846)
					       -------------------------------
Net cash provided by operating activities       31,261     27,722      17,235

Investing activities
  Capital expenditures                         (21,391)    (6,371)     (5,774)
					       -------------------------------
Net cash used in investing activities          (21,391)    (6,371)     (5,774)

Financing activities
  Repayment of long-term debt                   (1,389)    (1,406)     (2,616)
  Additions to long-term debt                   12,518        --       65,000
  Transfers to parent                              --         --      (68,503)
  Dividends                                     (1,500)    (1,500)        --
					       -------------------------------
Net cash provided (used) by financing 
activities                                       9,629     (2,906)     (6,119)

Increase in cash                                19,499     18,445       5,342
Cash at beginning of year                       24,097      5,652         310
					       -------------------------------
Cash at end of year                            $43,596    $24,097     $ 5,652
					       ===============================

<FN>
See accompanying notes.
</TABLE>

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries               

		   Notes to Consolidated Financial Statements

			      December 31, 1997


1.  Significant Accounting Policies

Basis of Presentation

Great Lakes Carbon Corporation (the Company) is a producer of calcined coke
principally for customers in the aluminum industry.  The consolidated financial
statements include the accounts of the Company and its subsidiaries.  
Significant intercompany accounts have been eliminated in consolidation.

On December 20, 1995, the Company, formerly a wholly-owned subsidiary of 
Horsehead Industries, Inc. ("Horsehead"), sold $65,000,000 of 10% Senior 
Secured Notes due 2006.  Immediately upon the completion of the sale, the net 
proceeds therefrom were distributed by the Company as a cash dividend to 
Horsehead, all indebtedness of Horsehead owing to the Company was canceled and
100% of the common stock of the Company was distributed by Horsehead on a pro
rata basis to the holders of the common stock of Horsehead.

Through December 20, 1995 a monthly asset utilization fee was charged by
Horsehead equal to 1% of the Company's net assets, adjusted for intercompany
balances and tax assets and liabilities.  A portion of this fee ($1,400,000 in
1995) is included in selling, general and administrative expenses, as it 
represents estimates of various ongoing management services provided to the 
Company by Horsehead.  The balance is included in other income (expense).  
Management believes that the allocation method is reasonable and that, after 
giving affect to such allocation, selling, general and administrative expenses 
in 1995 approximate what the costs would have been for the Company if 
it had operated as an unaffiliated entity.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts and disclosures reported in the financial statements
and accompanying notes.  Actual results could differ from those estimates.

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


1.  Significant Accounting Policies (continued)

Cash Equivalents

Investments with maturities of less than 90 days when purchased are considered
the equivalent of cash.

Inventories

Inventories are stated at the lower of cost (principally average cost method)
or market.

Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost.  Enhancements
are capitalized and depreciated over the period benefited.  The provision for
depreciation is determined by the straight-line method over the estimated
useful lives of the related assets.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" effective January 1, 1996, which requires impairment
losses to be recorded on long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.  The 
adoption did not have an effect on the financial condition of the Company.

Significant Customers

The Company had two customers which represented 23.7% and 15.5% of net sales 
in 1997 and 22% and 15.3% of net sales in 1996, and one customer which 
represented 15.1% of net sales in 1995.

2.  Inventories

Inventories consist of the following:

							       December 31
							     1997       1996
							  --------------------
							     (In thousands)

	  Raw materials                                   $18,483     $26,377
	  Finished goods                                    7,821       8,534
	  Supplies and spare parts                          6,151       4,961
							  --------------------
							  $32,455     $39,872
							  ====================

<PAGE>                
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


3.  Property, Plant and Equipment

Property, plant and equipment consists of the following:

							       December 31
							     1997       1996
							  --------------------
							     (In thousands)

	  Land and improvements                           $  2,718   $  2,449
	  Buildings                                          9,193      8,835
	  Machinery, equipment and other                   116,786    110,955
	  Construction in progress                          16,866      2,175
							  --------------------
							   145,563    124,414
	  Accumulated depreciation                         (86,398)   (76,884)
							  --------------------
							  $ 59,165   $ 47,530
							  ====================

4.  Accrued Expenses

Accrued expenses included interest payable of $3,467,000 and $3,370,000 at
December 31, 1997 and 1996, respectively.

5.  Long-Term Debt

Long-term debt and capital lease obligations consist of the following:
									   
							       December 31
							     1997       1996
							  --------------------
							     (In thousands)

10% Senior Secured Notes due January 1, 2006              $ 65,000    $ 65,000
Various pollution control and industrial revenue bonds 
  bearing interest at rates from 6.75% to 7.125% due 
  in varying amounts at various dates through 2002           4,834       5,919
Facility expansion credit line bearing interest at
  LIBOR plus 4% (9.90% at December 31, 1997) due in
  varying amounts semi-annually from June, 1999
  through June, 2002                                        11,850         -- 
Capital lease obligation, bearing interest of 9.3%           1,662       1,966
Other                                                          668         --
							  --------------------
							    84,014      72,885
Current portion                                             (1,419)     (1,389)
							  --------------------
							  $ 82,595    $ 71,496  
							  ====================
						   
<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


5.  Long-Term Debt (continued)

The Senior Secured Notes are secured by essentially all property, plant and
equipment not otherwise pledged and certain other assets of the Company.  At
the option of the Company, the Senior Secured Notes may be redeemed, in whole
or in part, commencing January 1, 2001 at various redemption prices ranging
from 105% in 2001 to par in 2004 and beyond.  The Senior Secured Notes
indenture imposes limitations on restricted payments, including dividends.

The pollution control and industrial development revenue bonds were issued by
various state and local governmental authorities.  Under agreements with these
authorities, the Company has either leased (with nominal value purchase 
options) or purchased on an installment basis the facilities constructed with
the funds financed.  The Company has the option of redeeming the bonds in whole
or in part at par.

The facility expansion credit line provides for credit of up to $20,000,000
for use in connection with a major facility expansion at the Company's La
Plata, Argentina plant operated by its wholly-owned subsidiary, Copetro S.A.
(Copetro).  The loan is secured by the property, plant and equipment of
Copetro, including, upon completion, the assets constructed with the funds
financed.  The agreement requires that Copetro satisfy certain financial 
ratios and imposes limitations on the payment of dividends. 

The Company's revolving credit agreement, which is in effect until December 
1998, provides for borrowings, subject to borrowing base limitations, of up 
to $15,000,000 (with a $10,000,000 sublimit for letters of credit).  The
agreement is secured by substantially all domestic accounts receivable and
inventory of the Company and requires that the Company satisfy certain
financial ratios.  At December 31, 1997 and 1996, there were no borrowings
under this credit agreement and outstanding letters of credit were $3,420,000
and $6,153,000, respectively.

The fair market value of the Company's long-term debt obligations approximated
$89,000,000 and $77,400,000 at December 31, 1997 and 1996, respectively.
<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


5.  Long-Term Debt (continued)

Maturities of long-term debt, for the succeeding five years and thereafter are
as follows:

					       Long-Term     Capital
						  Debt       Leases     Total
					       -------------------------------
						       (In thousands)
					     
			1998                   $  1,085     $  334     $ 1,419
			1999                      3,568        367       3,935
			2000                      4,768        403       5,171
			2001                      4,906        442       5,348
			2002                      2,869        116       2,985
			Thereafter               65,156          0      65,156
					       -------------------------------
					       $ 82,352    $ 1,662     $84,014
					       ===============================
					      
Interest paid amounted to $7,773,000, $4,989,000, and $1,223,000 for the years
ended December 31, 1997, 1996 and 1995, respectively.

The Company capitalized interest in construction in progress of $808,000 for 
the year ended December 31, 1997.

6.  Leases

The Company leases various production equipment under capital leases, some of
which contain renewal options and/or options to purchase.  Amortization under
capital leases is included in depreciation expense.

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


6.  Leases (continued)

Future minimum payments as of December 31, 1997, by year and in the aggregate,
under capital leases and noncancelable operating leases with initial or
remaining terms of one year or more consist of the following:

							  Capital    Operating
							  Leases       Leases
							  --------------------
							     (In thousands)

	  1998                                            $  615      $1,622
	  1999                                               615         892
	  2000                                               615         857 
	  2001                                               615         648
	  2002                                               154         633
	  Thereafter                                           0       2,085
							  --------------------
	  Total minimum lease payments                     2,614      $6,737
	  Amounts representing interest                     (952)     ======
							  ------
	  Present value of net minimum lease payments     $1,662
							  ======   
      
Rental expense for all operating leases was $2,770,000, $2,685,000, and 
$2,691,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

7.  Pension Plans

The Company has various defined benefit retirement plans which cover 
substantially all employees.  Benefits are based upon the number of years of 
service and the employee's compensation under varying formulas.  The funding 
policy is generally to contribute at least the minimum amount that is 
acceptable under federal law for tax purposes.  Contributions are intended to
provide not only for benefits attributed to service to date, but also for those
expected to be earned in the future.  As of December 31, 1997 the assets of the
plan were invested principally in listed stocks, bonds, money market
certificates and cash.

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


7.  Pension Plans (continued)

Pension expense for the plans included the following:

						 1997       1996       1995
					       -------------------------------
						       (In thousands)

	  Service cost                          $  501      $ 545     $ 481
	  Interest cost                            571        483       411
	  Actual return on assets               (1,595)      (889)     (905)
	  Net amortization and deferral          1,010        498       541
					       -------------------------------
						$  487      $ 637     $ 528
					       ===============================

The following table sets forth the plans' funded status and amounts recognized 
in the Company's balance sheets:

							     1997       1996
							  --------------------
							      (In thousands)
  Actuarial present value of benefit obligations:
    Vested benefit obligation                             $(6,781)    $(5,310)
							  ====================
    Accumulated benefit obligation                        $(7,146)    $(5,673)
							  ====================
    Projected benefit obligation                          $(8,538)    $(7,041)
  Plan assets, at fair value                                9,003       6,763
							  --------------------
  Projected benefit obligation less than 
  (in excess of) plan assets                                  465        (278)
  Unrecognized net gain                                      (542)        (45)
  Prior service cost                                           80          (9)
							  --------------------
  Pension asset (liability) recognized
  in the balance sheet                                    $     3     $  (332)
							  ====================



The expected long-term rate of return on plan assets was 9% for 1997, 1996 and 
1995.  The weighted average discount rate and weighted average rate of increase 
in future compensation levels used were 7.5% and 5% for 1997, 8% and 5% for 
1996, and 7.25% and 4.25% for 1995.

8.  Postretirement Obligations

The Company provides certain health care and life insurance benefits to all 
full time employees who satisfy certain eligibility requirements and reach 
retirement age while employed by the Company.  The Company does not fund these 
benefits and accrues for the related cost generally over the employees' service
period.

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


8.  Postretirement Obligations (continued)

Net periodic postretirement benefit cost includes the following components:

						 1997       1996       1995
					       ------------------------------
						       (In thousands)
					      
     Service cost                                $204       $198       $196
     Interest cost                                223        184        175
     Amortization of transition obligation         68         68         68
					       ------------------------------
						 $495       $450       $439
					       ==============================

Postretirement benefit obligations at December 31, 1997 and 1996 were as
follows:

							    1997       1996
							  --------------------
							      (In thousands)
Accumulated Postretirement Benefit Obligation ("APBO"):
    Retirees                                              $  (653)  $  (544)
    Active fully-eligible                                  (1,459)   (1,106)
    Other active                                           (1,265)   (1,145)
							  --------------------
  Total APBO                                               (3,377)   (2,795)
  Unrecognized net loss                                       267        50
  Unamortized transition obligation                         1,020     1,088
							  -------------------
  Accrued postretirement benefit liability                $(2,090)  $(1,657)
							  ====================

The health care cost trend used in determining the APBO was 6.31% grading down 
to 5.0% in three years.  That assumption may have a significant effect on the 
amounts reported.  To illustrate, increasing the assumed trend by 1% for all 
years would increase the APBO as of December 31, 1997 by $478,000 and the 
service and interest cost components of net periodic postretirement benefit 
cost for the year then ended by $71,000.

Assumptions used to develop net periodic postretirement benefit cost and the 
actuarial present value of accumulated benefit obligations include the weighted
average rate of increase in future compensation levels and the weighted average
discount rate of 5% and 7.5% for 1997, 5% and 8% for 1996, and 5% and 7.25% for
1995.

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


9.  Other Income (Expense)

Other income (expense) consists of the following:

						 1997       1996       1995
					       -------------------------------
						       (In thousands)
					       
	  Department of Energy refund           $ --       $  --     $2,390
	  Other                                  (49)       (772)      (279)
					       -------------------------------
						$(49)      $(772)    $2,111
					       ===============================
10.  Income Taxes

The Company was included in the consolidated federal income tax return of 
Horsehead through December 20, 1995.  Income taxes have been provided in the 
Company's 1995 statement of operations as if the Company was a separate taxable 
entity.

Components of the Company's deferred tax liabilities and assets are as follows:

							     1997       1996
							  --------------------
							      (In thousands)
	  Deferred tax liabilities:                     
	    Book over tax depreciable basis                $4,460    $ 3,601
	    Other - net                                     2,315        605
							  --------------------
	  Total deferred tax liabilities                    6,775      4,206

	  Deferred tax assets:
	    Accrued liabilities                             1,571      1,333
	    Other - net                                       390        319
							  --------------------
	  Total deferred tax assets                         1,961      1,652
							  --------------------
	  Net deferred tax liability                       $4,814    $ 2,554
							  ====================

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


10.  Income Taxes (continued)

The differences between tax expense computed at the statutory federal income 
tax rate and actual tax expense are as follows:

						 1997       1996       1995
					       -------------------------------
						       (In thousands)

  Tax expense at statutory rates applied
    to pretax earnings                         $12,143    $14,947    $7,508
  State income tax, net of federal tax effects   1,020      1,029       428
  Tax exempt earnings                             (938)      (480)     (371)
  Effects of foreign operations                    (91)      (657)       45
  Other                                            557        309        23
					       -------------------------------
					       $12,691    $15,148    $7,633
					       ===============================

Income taxes consist of the following:
						 1997       1996      1995
					       ------------------------------
						       (In thousands)
	  Current:
	    Federal                            $ 7,229   $ 9,252   $ 1,934
	    State                                1,481     1,465       240
	    Foreign                              2,852     3,969     1,278
					       ------------------------------
						11,562    14,686     3,452
	  Deferred:
	    Federal                              1,001       564     3,763
	    State                                   88       118       418
	    Foreign                                 40      (220)      --
					       ------------------------------
						 1,129       462     4,181
					       ------------------------------
	  Total                                $12,691   $15,148    $7,633
					       ==============================

Income taxes paid were approximately $12,485,000, $13,723,000 and $161,000 
in 1997, 1996 and 1995, respectively.

U.S. income taxes have not been provided on the undistributed earnings of
Copetro ($23,415,000 as of December 31, 1997) because such earnings are
expected to be reinvested.  Upon distribution of those earnings, the Company 
would be subject to U.S. income taxes (subject to an adjustment for foreign 
tax credits and withholding taxes, if any).

<PAGE>
		Great Lakes Carbon Corporation and Subsidiaries

	     Notes to Consolidated Financial Statements (continued)


10.  Income Taxes (continued)

Income before income taxes attributable to domestic operations (which included 
results from export sales) was $25,723,000, $30,601,000 and $16,356,000 for
the years ended December 31, 1997, 1996 and 1995, respectively, while income
before income taxes attributable to foreign operations was $8,952,000,
$12,106,000 and $5,095,000 for the years ended December 31, 1997, 1996 and
1995, respectively.

11.  Operations by Geographic Area

The following is a summary of the Company's operations by geographic area:

						 1997       1996       1995
					       -------------------------------
						       (In thousands)
	  Net Sales
	    United States                      $189,730   $197,296   $146,819
	    Foreign                              42,181     45,448     31,809
					       -------------------------------
					       $231,911   $242,744   $178,628
					       ===============================

	  Operating income
	    United States                      $ 32,358   $ 38,266  $ 21,841
	    Foreign                               8,653     12,786     4,912
					       -------------------------------
					       $ 41,011   $ 51,052  $ 26,753
					       ===============================

	  Assets
	    United States                      $125,448   $114,864   $ 90,153
	    Foreign                              49,463     34,041     23,777
					       -------------------------------
					       $174,911   $148,905   $113,930
					       ===============================

Exports of U.S. produced products were approximately $104,826,000, $111,482,000
and $87,287,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.  Export sales as a percentage of United States net sales 
represented 22.9%, 23.0% and 25.6% to Western Europe in 1997, 1996 and 1995,
respectively, and 18.9%, 18.8% and 11.1% to Africa in 1997, 1996 and 1995,
respectively.  The Company's foreign operations are conducted principally in
South America.

12.  Litigation and Contingencies

The Company is a party to several proceedings which are in various stages of
resolution.  Management of the Company, after discussion with legal counsel, is
of the opinion that the ultimate resolution of these matters will not have a
material effect upon the financial condition of the Company.


		     GREEN ANODE COKE SALES AGREEMENT
				 BETWEEN
				CONOCO INC.
				   AND
		      GREAT LAKES CARBON CORPORATION


	CONOCO INC., a corporation organized under the laws of the State of 
Delaware ("Seller"), and GREAT LAKES CARBON CORPORATION, a corporation also 
organized under the laws of the state of Delaware ("Buyer"), enter into this 
Agreement for the sale and purchase of green anode coke ("Coke"), pursuant to 
the following terms and conditions.

1.0.    Term
	----

	Subject to the provisions of Sections 4.3. and 8.2. hereof, the initial 
term of this Agreement shall be from January 1, 1998 through CONFIDENTIAL 
TREATMENT.  Upon the expiration of the initial term, this Agreement shall be 
automatically renewed on a year-to-year basis, from anniversary date to 
anniversary date, unless terminated pursuant to the provisions of Sections 
4.4., 8.2. or 18.0. hereof.

2.0.    QUANTITY
	--------

	2.1.    Subject to the provisions of Sections 3.0., 4.4., 8.2 and 
12.5. hereof, Seller shall sell and Buyer shall purchase a base quantity of 
CONFIDENTIAL TREATMENT short dry tons of Coke during each calendar year during 
the term of this Agreement.  These sales/purchases shall be at a rate of 
CONFIDENTIAL TREATMENT short dry tons per calendar quarter.

	2.2.    As specified below, for each six-calendar month period of 
January 1 - June 30 and July 1 - December 31 ("six-month period") which occurs 
during the term of this Agreement, Buyer may give Seller written notice that 
Buyer wishes to purchase from Seller an additional quantity of up to 
CONFIDENTIAL TREATMENT short dry tons of Coke.  Seller will use commercially 
reasonable efforts to supply the additional quantity of Coke requested by 
Buyer but will not be obligated to sell or deliver any additional quantity of 
Coke to Buyer.
	(a)     Except for the first six-month period, Buyer shall submit its 
notice to Seller not less than thirty (30) days prior to the first day of the 
relevant six-month period.
	(b)     Upon receipt of Buyer's notice, Seller will promptly evaluate 
Buyer's request in light of Seller's Coke production schedule and Seller's 
other Coke marketing obligations/opportunities.  Seller will then notify Buyer
<PAGE>

of the additional quantity of Coke, if any, which Seller could make available 
to Buyer during each calendar quarter of the relevant six-month period.  If 
Buyer wishes to purchase any or all of Seller's available additional Coke, 
Seller and Buyer will enter good faith negotiations to establish (i) the exact
additional quantity of Coke which Seller will sell and Buyer will purchase 
during each calendar quarter of the relevant six-month period,  and (ii) the
pricing terms for the Coke to be sold/purchased during the relevant six-month 
period.  Seller and Buyer shall complete these negotiations during the thirty
(30) days immediately prior to the first day of the relevant six-month period.
	(c)     If the Seller and Buyer reach agreement on the quantity and 
pricing terms for an additional quantity of Coke, such additional quantity
will be sold and purchased during the relevant six-month period pursuant to 
those negotiated terms and the other applicable terms and conditions of this 
Agreement.  If the Seller and Buyer do not reach agreement on the quantity or 
pricing terms for an additional quantity of Coke, then only the base quantity 
specified in Subsection 2.1. will b sold and purchased pursuant to this 
Agreement during the relevant six-month period.

	2.3.    Buyer acknowledges that the Coke sold hereunder is a by-
product of the manufacturing operations at Seller's Ponca City, Oklahoma 
Refinery ("Refinery"), Buyer further acknowledges that Seller may change the 
feedstocks or raw materials which are used at the Refinery or alter Seller's 
method of manufacture of Coke without liability even though such changes may 
alter the quality and/or quantity of Coke produced there.

		Seller will give buyer 30 days notice if seller anticipates 
changes in feedstocks, raw materials or method of manufacture, that will 
adversely affect the quality of coke produced such that it does not meet the 
specifications as provided in attachment A.

		In the event Refinery does not produce ample quantities of 
Coke to meet the needs of Seller's customers, Seller shall have the right to 
proportionately allocate Coke.

		Buyer shall not be obligated to purchase any Coke which does 
not have physical properties that conform to those listed in the 
"Specifications" column of Exhibit A hereto.
<PAGE>

3.0.    QUALITY
	-------

	3.1.    Subject to Section 2.3, Seller shall deliver Coke which has 
been produced at Seller's Refinery and which has physical properties that 
conform to those listed in the "Specifications" column of Exhibit A hereto.

	3.2.    The quality of each quantity of delivered Coke will be 
determined as follows.

	(a)     Immediately after the Coke is unloaded at Buyer's facility, 
Buyer will obtain a representative sample of the Coke which it will divide 
into two equal portions.  Seller will have the right to witness the sampling.
Sampling of trucked material will be by a mutually agreeable method.
	(b)     Buyer will promptly test one portion of the sample and, based 
upon the test results, notify Seller of the Coke's physical properties.  
Buyer will retain the second portion of the sample as a referee sample.
	(c)     If Buyer's test results show that the Coke's physical 
properties do not conform to those listed in the "Specifications" column of 
Exhibit A hereto, and Seller so requests, the second portion of the sample 
will be tested by a mutually acceptable independent testing laboratory which 
will use mutually acceptable testing procedures.  The parties will equally 
share the costs of the independent testing laboratory and its quality 
determination will be binding on the parties.
	(d)     If the independent testing laboratory's test results show that
the Coke's physical or chemical properties exceed the average monthly maximum 
as set forth in Exhibit A hereto, the parties will use good faith efforts to 
devise a mutually satisfactory remedy, subject to the provisions of Section 
10.0 hereof.
	(e)     If the coke's physical or chemical properties exceed the reject
maximum as set forth in Exhibit A hereto, buyer will make best efforts to 
utilize such coke but reserves the right to reject any coke deemed unsuitable
for calcining.
<PAGE>

4.0.    PRICE
	-----

	4.1.    The price for Coke delivered by Seller to Buyer pursuant to 
this Agreement will be FOB freight prepaid buyers facility at Enid, OK and 
will be established by the parties in accordance with the following 
provisions.

	4.2.    Each Coke price will be based upon the assumption that the 
moisture content of the delivered Coke will be 9.5 wt% and Seller's initial 
invoice for each Coke delivery will be based upon that assumption.  However, 
if the actual moisture of the delivered Coke is not 9.5 wt%, then the price 
of the delivered Coke shall be adjusted according to Section 4.4. hereof.

	4.3.    The price for Coke delivered to Buyer during each six-month 
period during the term of this Agreement will be negotiated in good faith 
during the thirty (30) days immediately prior to the first day of the 
relevant six-month period.  If a price agreement cannot be reached by the 
end of the thirty (30) day price negotiation period, then this Agreement 
will automatically terminate at the end of the calendar quarter immediately 
following the thirty (30) day price negotiation period.  The price for Coke 
delivered during that final calendar quarter will be the last price 
established pursuant to this Agreement or if no agreement on price is 
reached for the first six-month period under this Agreement then the price 
to be paid will be the last prevailing price under the prior Green Coke 
Sales Agreement between Conoco and Great Lakes Carbon Corporation.

	4.4.    In the calendar month following the calendar quarter of 
delivery, the actual moisture content of the delivered Coke, as determined 
by Buyer, shall be averaged to determine a quarterly average moisture content
("Average Moisture Content").  The Average Moisture Content shall be deemed
to be the actual moisture content for each delivery of Coke during the 
specified calendar quarter.  The price of the delivered Coke shall be 
adjusted to compensate for the difference between the Average Moisture 
Content and 9.5 wt%.

5.0.    DELIVERY
	--------

	5.1.    Seller shall deliver and Buyer shall receive CONFIDENTIAL 
TREATMENT short dry tons of Coke per calendar quarter.  By the 28th day of 
each month, the parties will agree upon the quantity of Coke that will be 
delivered during the following month.
<PAGE>

	5.2.    Except as otherwise agreed by the parties in writing, all 
Coke will be delivered FOB Buyer's facility at Enid, OK, freight prepaid.  
Seller will choose method of transport, arrange for trucks or railcars and 
will be responsible for loading material into such vehicles.

6.0.    TITLE AND RISK OF LOSS
	----------------------

	Title to and risk of loss of the Coke delivered during this Agreement
shall pass to Buyer at the time the coke is delivered into buyer's facility 
at Enid, OK.

7.0.    MEASUREMENT
	-----------

	The quantity of Coke delivered shall be determined (i) by the use of 
mutually acceptable railroad weigh station scales, or (ii) by Buyer's 
certified railroad scales in Kremlin, Oklahoma, or (iii) by Seller's 
certified belt scales in Ponca City, Oklahoma.  Any measurement made by the 
above methods will be final for both parties.

8.0.    PAYMENT
	-------

	8.1.    Seller shall promptly invoice Buyer for each delivery of Coke.  
Subject to the adjustment specified in Section 4.5 hereof, Buyer shall pay 
Seller's invoices in full, not later than the fifteenth (15) day of the month
following the month of the bill of lading date, without any adjustments, 
discounts or set-offs by telegraphic transfer to:

			Morgan Guaranty Trust Company
			Conoco Inc., Account Number: 73900006

Buyer shall include, in the telegraphic transfer details, the invoice number 
and a statement that payment is for the purchase of coke.  If the payment 
date falls on a day when Seller's bank is closed (Saturday, Sunday, New York 
bank holiday, or other nonworking day), payment shall be due on the succeeding
New York banking day.

	8.2.    Seller reserves the right to withhold delivery of Coke to 
Buyer at any time Buyer's payments become past due.  If buyer fails to pay 
in full all amounts owed to Seller within five (5) days after receipt of 
Seller's notice that such amounts are past due, Seller shall have the right 
to immediately cancel or terminate this Agreement, without prejudice to any 
rights, claims or causes of action arising from the Agreement.
<PAGE>

	8.3.    Buyer shall pay interest on all past due invoices at the 
prime rate as quoted by Citibank N.A. from its New York offices on the date 
the invoice is due, plus two percentage points above the announced rate.  
In addition, Buyer shall pay all costs and expenses, including reasonable 
attorneys's fees, incurred by Seller in collecting past due payments.

9.0.    WARRANTIES
	----------

	Seller warrants that it has title to the Coke delivered under this 
Agreement, that the Coke will be free from all liens, encumbrances and 
security interests and that the Coke will have physical properties that 
conform to those listed in the "Specifications" column of Exhibit A hereto.  
THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES 
OF MERCHANTABILITY OR FITNESS OF THE COKE FOR A PARTICULAR PURPOSE, EVEN IF 
SUCH PURPOSE IS KNOWN TO SELLER.  SELLER EXPRESSLY DISCLAIMS ANY 
REPRESENTATION OR WARRANTY THAT THE COKE DELIVERED HEREUNDER SHALL HAVE THE
PHYSICAL PROPERTIES LISTED IN THE "TYPICAL" COLUMN OF EXHIBIT A TO THIS 
AGREEMENT.

10.0.   LIMITATION OF LIABILITY
	-----------------------

	10.1.   Seller's liability to the Buyer for a breach of warranty 
under this Agreement shall be limited to (i) replacing, at the point of 
delivery, the particular quantity of Coke affected by the breach or 
(ii) crediting to Buyer's account an amount not to exceed the purchase price
of the particular quantity of Coke affected by the breach, at Seller's option.

	10.2.   Neither party shall be liable on any claim under or arising
out of or for breach of this Agreement unless such action is brought no later
than one year from the date the cause of action arose.

	10.3.   IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL 
OR CONSEQUENTIAL DAMAGES.
<PAGE>

11.0.   TAXES
	-----

	11.1    Seller agrees to pay any and all property taxes, fees, or 
other charges imposed or assessed by governmental or regulatory bodies, the 
taxable incident of which occurs prior to the transfer of title to Buyer.

	11.2    Buyer agrees to pay any and all property taxes, fees, or 
other charges imposed or assessed by governmental or regulatory bodies, the 
taxable incident of which occurs after transfer of title to Buyer.

	11.3.   Any applicable sales, use, gross receipt, superfund, 
hazardous waste, gross income or any other excise tax or inspection fee 
imposed by any taxing jurisdiction on any transaction covered by this 
Agreement shall be paid by the party who is liable for the tax according 
to the laws of the jurisdiction involved.  However, if the tax is  imposed 
by law on Seller, such tax shall be reimbursed to Seller by Buyer.  This 
section shall not apply to any federal, state, or local income, franchise, 
or excess profits taxes imposed as a result of the transactions contemplated
by this Agreement.

	11.4.   Buyer shall furnish Seller with an exemption or resale 
certificate or other documents necessary to comply with any applicable sales 
and use tax laws.

	11.5.   When applicable, Buyer shall furnish Seller in duplicate with
a notice of exportation or articles with benefit of drawback and other forms 
required by governmental authorities covering each batch of Coke sold to and 
exported by Buyer or any of Buyer's subsidiaries or licensees.  Each notice 
of exportation of articles with benefit of drawback shall be fully completed 
and properly executed by all necessary parties and endorsed to Seller.

12.0.   FORCE MAJEURE
	-------------

	12.1    No failure or omission by either party to carry out or observe
any of the terms or conditions of this Agreement, including, but not limited 
to, either party's delay or failure to perform as a result of such party's 
failure to manufacture, deliver, receive, transport, use, or consume Coke 
due to occurrences set forth below, shall, except in relation to obligations 
to make payments under this Agreement, give rise to any claim against the 
party in question or be deemed a breach of the Agreement if such failure or 
<PAGE>

omission arises from any cause reasonably beyond the control of that party, 
to the extent that such failure of delay may be due to:

	(a)     Compliance (voluntary or involuntary) with laws, decrees, 
guidelines, requests, or the like of any government or person purporting to 
act therefor, or of international organizations of which the United States 
is a member including without limitation the International Energy Agency.

	(b)     Restriction or cessation of production of Coke by reason of 
the imposition of any government or person purporting to act under the color 
or claim of any governmental authority of conditions or requirements which 
make it necessary to cease or to reduce the production of the Coke.

	(c)     Hostilities of war (declared or undeclared), embargoes, 
blockades, civil unrest, riots or disorders, terrorism, or sabotage.

	(d)     Fires, explosions, lightning, maritime peril, collisions, 
storms, landslides, earthquakes, floods, and other acts of nature.

	(e)     Strikes, lockouts, or other labor difficulties (whether or
not involving employees of Seller or Buyer).

	(f)     Disruption or breakdown of production or transportation 
facilities, equipment, labor, or materials.

	(g)     Closing or restrictions on the use of harbors, railroads or 
pipelines.

	(h)     Any reduction in availability of crude petroleum or crude 
petroleum products and/or other materials necessary to make Coke.

	(i)     Any other cause whether or not of the same class or kind, 
beyond the control of either party which prevents or interferes with the 
performance of this Agreement.
<PAGE>
       
	12.2.   Notwithstanding the provisions of Section 12.1. hereof, 
nothing contained in this Agreement shall relieve Buyer of the obligation to 
pay in full the purchase price or any other amounts due for the Coke actually
delivered hereunder.

	12.3.   Upon the occurrence of any of the Force Majeure events 
described in Section 12.1. hereof, the party claiming Force Majeure shall 
notify the other party promptly in writing of such event and, to the extent 
possible, inform the other party of the expected duration of the Force Majeure
event and the volumes of Coke to be affected by the suspension or curtailment 
of performance under this Agreement.

	12.4.   No curtailment or suspension of deliveries or acceptance of 
deliveries pursuant to this Section shall operate to extend the period of this
Agreement or to terminate this Agreement.

	12.5.   Buyer acknowledges that the Coke delivered hereunder is to 
be produced by Seller at its Refinery.  Seller shall have no obligation to 
acquire Coke from any other source to meet its obligations under this 
Agreement.  If Seller's production of Coke at this Refinery is stopped or 
disrupted by an event of Force Majeure, (i) Seller shall have the right to 
allocate its available supplies of Coke, if any, among any or all of its 
existing customers in a fair and equitable manner, whether or not such 
customers are under contract, and (ii) Seller may, with mutual consent, 
make up deliveries of Coke to Buyer which have been prevented by a Force 
Majeure event, and/or (iii) to the extent that Seller does not make up such 
deliveries, then Buyer's annual quantity obligation shall be reduced 
accordingly.

13.0.   WARNING
	-------

	13.1.   The Material Safety Data Sheet attached hereto as Exhibit B, 
which is made a part of this Agreement, contains information regarding health 
risks and recommendations for the safe use and handling of Coke.

	13.2.   THE COKE SOLD BY SELLER MAY BEAR OR CONTAIN HAZARDOUS 
CHEMICALS, RESIDUES OR OTHER HAZARDOUS MATERIALS WHICH MAY BE, OR MAY BECOME 
BY CHEMICAL REACTION OR OTHERWISE, DIRECTLY OR INDIRECTLY HAZARDOUS TO LIFE, 
<PAGE>

TO HEALTH, OR TO PROPERTY BY REASON OF TOXICITY, FLAMMABILITY, EXPLOSIVENESS, 
OR FOR OTHER SIMILAR OR DIFFERENT REASONS DURING TRANSPORTATION, USE HANDLING,
REMOVAL, REFINING, CLEANING, RECONDITIONING, DISPOSAL OR OTHER SIMILAR EVENTS.

	13.3    Buyer acknowledges and represents that it has read and 
understands the Material Safety Data Sheet and the above warning and 
will read and undertake to understand any subsequent Material Safety Data 
Sheets or written warnings provided by Seller from time to time an undertakes
to exercise the degree of care required to protect persons and properties from
all hazards of the Coke disclosed in the Material Safety Data Sheets or 
warnings including but no limited to (i) warning the employees of Buyer and 
its affiliates who may become exposed to the Coke of the said hazards of the 
Coke, providing such employees with necessary and appropriate safety 
equipment and taking appropriate measures to assure that such safety 
equipment is adequately maintained and properly used, and (ii) warning third 
parties who may purchase or come into contact with the Coke or who handle or 
transport the Coke on the behalf of Buyer of the aforesaid hazards of the 
Coke.

14.0.   INDEMNITY
	---------

	The Buyer shall indemnify and hold harmless the Seller, its parent, 
subsidiaries, successors and assigns, and other officers, directors, 
employees, subcontractors, and agents against any and all liabilities, claims,
demands and/or suits (including attorneys' fees and all costs), which arise 
out of or are related in any way to the possession, handling, use, or resale 
of the Coke after title to the Coke passes to the Buyer.  The Buyer shall, at
the option of the Seller, defend the Seller at the Buyer's sole expense 
against any claims, demands and/or suits which are covered by this Indemnity/
Hold Harmless clause.

15.0.   WAIVER
	------

	No waiver, either express, or by course of dealing or course of 
performance, of any of the terms and conditions contained in this Agreement, 
or waiver of any breach of any of the terms and conditions contained in this 
Agreement, shall be construed as a subsequent waiver of any of the terms and 
conditions of this Agreement or as a waiver of any subsequent breach of the 
same or any other term or condition of this Agreement.
<PAGE>

16.0.   ASSIGNMENT
	----------

	Neither party may assign this Agreement without the prior written 
consent of the other party; except that, either party may assign this 
Agreement to any of its affiliates, in which event the assignor shall remain
responsible for the assignee's complete performance.

17.0.   NOTICES
	-------

	All notices required or permitted by the terms of this Agreement shall
be deemed sufficient if given by personal delivery, telegram, telex, or 
telecopier, or by prepaid, certified mail and addressed to the Seller and to 
the Buyer as follows:

		TO SELLER:      CONOCO INC.
				600 North Dairy Ashford
				P.O. Box 2197
				Houston, Texas 77252
				Telex No:       775347
				Attention:      Manager
				North American Petroleum Coke
				Moran Building, Room 3030

		TO BUYER:       Great Lakes Carbon Corporation
				4 Greenspoint Plaza, Suite 2200
				16945 Northchase Drive
				Houston, Texas 77060
				Fax No:         (281) 775-4744
				Attention:      V.P., Raw Materials

18.0.   TERMINATION
	-----------

	Unless terminated earlier pursuant to Sections 4.3. or 8.2., either 
party may terminate this Agreement upon completion of the initial term, 
by giving written notice to the other party on or before CONFIDENTIAL 
TREATMENT.  In addition, either party may terminate this Agreement as of 
December 31 of any subsequent year by giving written notice to the other
party on or before July 1 of that year.

19.0.   GOVERNING LAW
	-------------

	This Agreement shall be governed by and construed in accordance with 
the laws of the State of Texas, U.S.A.
<PAGE>

20.0.   MISCELLANEOUS PROVISIONS
	------------------------

	20.1.   The section headings contained in this Agreement are for the 
convenience of the parties only and shall not be interpreted as part of this 
Agreement.

	20.2.   To the extent it can legally do so, the Buyer hereby waives 
all causes of action and remedies to which the Buyer is or may be entitled 
under the Texas Deceptive Trade Practices Act.

21.0.   MODIFICATION
	------------

	This agreement shall not be modified except by written instrument 
executed by duly authorized representatives of the respective parties.

22.0.   ENTIRE AGREEMENT
	----------------

	This Agreement, including all Exhibits, contains the full and complete
understanding of the parties with respect to the purchase and sale of Coke.
This Agreement shall not be affected by the acknowledgment or acceptance by
the Seller of purchase orders, acknowledgments, sales orders, releases or any
other form submitted by the Buyer, which contain other or different terms and
conditions from those included in this Agreement.
<PAGE>

	IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be 
executed in duplicate originals by their duly authorized representatives this
____ day of ____________, 19__.

WITNESS:                             CONOCO INC.

				     By: /s/FD Bell 10/28/97
- ------------------------             ------------------------------- 
				     Title: Manager, Global Carbon
				     -------------------------------

WITNESS:                             GREAT LAKES CARBON CORPORATION

				     By: /s/Jim Betts
- ------------------------             -------------------------------

				     Title: Vice President, Raw Materials
				     -------------------------------
<PAGE>
<TABLE>
				
				EXHIBIT A
	CONFIDENTIAL TREATMENT GREEN ANODE COKE SALES AGREEMENT
				 BETWEEN
				CONOCO INC.
				   AND
		      GREAT LAKES CARBON CORPORATION
		     EFFECTIVE CONFIDENTIAL TREATMENT

<CAPTION>
			  PRODUCT SPECIFICATIONS

PROPERTY      TYPICAL     AVERAGE     REJECT                 TEST METHOD
				      MONTHLY MAXIMUM
				      MEAN    
<S>                   <C>                                    <C>
Moisture, wt%         CONFIDENTIAL TREATMENT                 Conoco Method
							     TSL-19-80
							     and/or GLC
							     Method C-1B

Volatile
Matter, wt%           CONFIDENTIAL TREATMENT                 ASTM D-4421

Sulfur, wt%           CONFIDENTIAL TREATMENT                 ASTM D-1552

Ash, wt%              CONFIDENTIAL TREATMENT                 ASTM D-4422

Metals, ppm:                                                 ASTM D-5600-94

Iron                  CONFIDENTIAL TREATMENT      

Vanadium              CONFIDENTIAL TREATMENT      

Nickel                CONFIDENTIAL TREATMENT      

Silicon               CONFIDENTIAL TREATMENT      

Sodium                CONFIDENTIAL TREATMENT      

Calcium               CONFIDENTIAL TREATMENT      

Nickel +
Vanadium              CONFIDENTIAL TREATMENT      
<FN>

Individually NI and VA may exceed monthly average as long as the combined
NI and VA do not exceed CONFIDENTIAL TREATMENT on a monthly average.
</TABLE>
<PAGE>

			       EXHIBIT B
CONOCO
MATERIAL SAFETY DATA SHEET
- --------------------------------------------------------------------------
COKC0020                        Revised 7-APR-1997      Printed 1-MAY-1997



Green Petroleum Coke
- --------------------------------------------------------------------------
CHEMICAL PRODUCT/COMPANY IDENTIFICATION


	Material Identification
		CAS Number              64741-79-3
		----------------------------------------------------------
	Tradenames and Synonyms
		Green Anode Coke, Green Anode Code PC
		Green Fuel Coke
		Green Premium Coke
		Needle Coke
		Graphite Petroleum Coke
		8950, 8942, 8940, 8971, 8977, 8982
		----------------------------------------------------------
	Company Identification
		MANUFACTURER/DISTRIBUTOR
				Conoco, Inc.
				P.O. Box 2197
				Houston, TX 77252
		----------------------------------------------------------
		PHONE NUMBERS
			Product Information     1-281-293-5550
			Transport Emergency     CHEMTREC 1-800-424-9300
			Medical Emergency       1-800-441-3637
		----------------------------------------------------------
- --------------------------------------------------------------------------
COMPOSITION/INFORMATION ON INGREDIENTS

	Components
		Material                                CAS Number      %
		----------------------------------------------------------
		Thermocracked Coke, Green               64741-79-3  100
		----------------------------------------------------------
	Components (Remarks)
		If workplace exposure monitoring indicates detectable levels
		of polynuclear aromatic hydrocarbons, refer to the Exposure
		Controls/Personal Protection Section.
		----------------------------------------------------------
							       (Continued)
<PAGE>

- --------------------------------------------------------------------------
HAZARDS IDENTIFICATION

Potential Health Effects
	Primary Routes of Exposure/Entry: Skin Inhalation
	Signs and Symptoms of Exposure/Medical Conditions Aggravated
	by Exposure:
	The product is a relatively nontoxic material.  The "nuisance
	dust" exposure values are listed but they apply to any inert
	substance capable of producing airborne particulates.  
	Excessive concentrations of nuisance dusts may reduce 
	visibility, cause unpleasant deposits in the eyes, ears, and
	nasal passages, or irritate the skin or mucous membranes by
	mechanical means.  However, the workplace exposure is not
	known or expected to cause a significant health effect.

	The product, as with many petroleum products, may cause
	minor skin, eye, or lung irritation, but good hygienic 
	practices can minimize these effects.
	------------------------------------------------------------------
Carcinogenicity Information
	None of the components present in this material at 
	concentrations equal to or greater than 0.1% are listed by      
	IARC, NTP, OSHA or ACGIM as a carcinogen.
	------------------------------------------------------------------
- --------------------------------------------------------------------------
FIRST AID MEASURES

	First Aid

		INHALATION
		If inhaled, remove to fresh air.  If not breathing, give
		artificial respiration.  If breathing is difficult, give
		oxygen.  Call a physician.

		SKIN CONTACT
		Wash thoroughly with soap and water after contact.  If 
		irritation develops, consult a physician.

		EYE CONTACT
		In case of contact, immediately flush eyes with plenty of
		water for at least 15 minutes.  Call a physician 

		INGESTION
		No specific intervention is indicated as compoind is not
		likely to be hazardous by ingestion.  Consult a physician
		if necessary.
		----------------------------------------------------------
- --------------------------------------------------------------------------
							       (Continued)
<PAGE>

FIRE FIGHTING MEASURES
	Flammable Properties
		Flash Point: No Applicable Test.
		----------------------------------------------------------
		Fire and Explosion Hazards:

		May burn if exposed to temperatures above 700 deg F (370
		deg C.)
		----------------------------------------------------------
	Extinguishing Media
		Water Spray, Water Fog.

		The most effective method of extinguishment is drenching
		with water or water fog.  Though other forms of
		extinguishing agent may be used, they are considered less
		effective for deep seated smoldering fires.

		Burning green coke has similar characteristics to burning
		coal -- may be readily extinguished using water fog after
		spreading the burning material.
		----------------------------------------------------------
	Fire Fighting Instructions
		Most reported coke fires have occurred when freshly
		produced coke is inadequately cooled and stored in a manner
		that allows the movement of air through the coke bed.  Coke
		should be well quenched or cooled before it is stored in a
		pile out of doors or placed in silos or bins.  Storage
		should be arranged to prevent movement of air through the
		coke.

		Should a fire occur, its location and extent should be
		determined as quickly as possible.  The best procedure is to
		dig out and remove the coke in the heated zone.  The hot
		coke should be drenched with water as it is exposed.
		Because of the possibility of a steam explosion, great care
		should be used in introducing water into confined storage
		such as a silo.  Whenever possible, bulk material in silos
		should be removed and the material drenched in an open area.

		Products of combustion may contain carbon monoxide, carbon
		dioxide, and other toxic materials.  Do not enter enclosed
		or confined space without proper protective equipment
		including respiratory protection.
		----------------------------------------------------------
- --------------------------------------------------------------------------
ACCIDENTAL RELEASE MEASURES
	Safeguards (Personnel)
		NOTE: Review FIRE FIGHTING MEASURES and HANDLING (PERSONNEL)
		sections before proceeding with clean-up.  Use appropriate
		PERSONAL PROTECTIVE EQUIPMENT during clean-up.
		----------------------------------------------------------
	Spill Clean Up
		Recover undamaged and minimally contaminated material for
		reuse and reclamation.  Shovel or sweep up.
		----------------------------------------------------------
							       (Continued)
<PAGE>

- --------------------------------------------------------------------------
HANDLING AND STORAGE
	Handling (Personnel)
		Wash thoroughly after handling.  Wash clothing after use.
		----------------------------------------------------------
	Storage
		Store in accordance with National Fire Protection
		Association recommendations.
		----------------------------------------------------------
- --------------------------------------------------------------------------
EXPOSURE CONTROLS/PERSONAL PROTECTION
	Engineering Controls
		Ventilation: Keep area well ventilated and avoid inhalation
		of dust.
		----------------------------------------------------------
	Personal Protective Equipment
		Respiratory Protection: Select appropraite NIOSH-approved
		respiratory protection where necessary to maintain 
		exposure below the acceptable limits.  Proper respiratory
		selection should be determined by adequately trained 
		personnel and based on the containment(s), the degree of
		potential exposure and published respirator protection
		factors.

		Protective Gloves: Wear impervious gloves.

		Eye Protection: Use close fitting goggles.

		Other Protective Equipment: Sufficient protective clothing
		to minimize skin exposure.  Launder contaminated clothing
		before reuse.

		Other Precautions: Coke can contain very low ppm levels of
		polynuclear aromatic hydrocarbons.  OSHA has a coal-tar
		pitch volatile exposure standard (permissible exposure
		limit) of 0.2 mg/m3 (benzene-soluble fraction of total
		particulates) that applies if the workplace has DETECTABLE
		levels of any of six polynuclear aromatic hydrocarbons
		(anthracene, benz-a-pyrene, phenanthrene, acridine, 
		chrysene, and pyrene).
		----------------------------------------------------------
	Exposure Guidelines
		Exposure Limits
		Green Petroleum Coke
		PEL  (OSHA)             Particulates (Not Otherwise Regulated)
					15 mg/m3, 8Hr. TWA, total dust
					5 mg/m3, 8 Hr. TWA, respirable dust
		----------------------------------------------------------
- --------------------------------------------------------------------------
PHYSICAL AND CHEMICAL PROPERTIES
	Physical Data
		Boiling Point           Solid
		Melting Point           Nonmelting solid
		% Volatiles             (volume %) Approximately 5-15%
		Solubility in Water     Insoluble
		Odor            Slight hydrocarbon
		Form            Solid
		Color           Black
		Bulk Density (Loose)    Approximately 52 lb/cu ft.
		----------------------------------------------------------
- --------------------------------------------------------------------------
							       (Continued)
<PAGE>

STABILITY AND REACTIVITY

	Chemical Stability
		Stable.

		Not reactive under normal conditions.
		----------------------------------------------------------
	Incompatibility with Other Materials
		Incompatible with strong oxidizers.
		----------------------------------------------------------
	Decomposition
		Combustion may produce oxides of sulfur and carbon.
		Incomplete combustion can produce carbon monoxide.
		----------------------------------------------------------
	Polymerization
		Polymerization will not occur.
		----------------------------------------------------------
- --------------------------------------------------------------------------
TOXICOLOGICAL INFORMATION

	Animal Data
		Monkeys and rats were exposed six (6) hours a day for 24
		months to green petroleum coke dust (10 or 31 mg/mg3).  No
		tissue effects occurred in monkeys, but the rats showed lung
		inflammation.

		PNAs (polynuclear aromatic hydrocarbons) have caused cancer
		involving skin and internal organs of laboratory animals.
		This animal data should be interpreted cautiously since
		these studies involved repeated exposure of shaved skin 
		which was never washed free of test material; the resulting
		skin effects (irritation, cell damage, etc.) may play a role
		in the tumorigenic response.  Also, limited studies of 
		carcinogenic oils have shown that washing the animals' skin
		with soap and water between applications greatly reduces
		tumor formation.  These studies demonstrate the 
		effectiveness of cleansing the skin after contact.
		----------------------------------------------------------
- --------------------------------------------------------------------------
DISPOSAL CONSIDERATIONS

	Waste Disposal
		Treatment, storage, transportation, and disposal must be in
		accordance with applicable Federal, State/Provincial, and
		Local regulations.  Remove nonusable solid material and/or
		contaminated soil, for disposal in an approved and permitted
		landfill.
		----------------------------------------------------------
- --------------------------------------------------------------------------
TRANSPORTATION INFORMATION

	Shipping Information
		DOMESTIC HM-181
			Not regulated in packaged or containerized shipments.
			Regulated only in bulk water shipments by U.S. Coast
			Guard in 46 CFR.

- --------------------------------------------------------------------------
							       (Continued)
<PAGE>

TRANSPORTATION INFORMATION (Continued)

		Must not be loaded in cargo vessels when temperatures
		exceed 225 deg F.  See Coast Guard Special Permit 3.86
		(which supercedes 46 CFR 148.04-15) and 46 CFR 148.04-17.

	INTERNATIONAL/HM-181:
		Regulated by IMO as "material hazardous only in bulk".
		See IMO Bulk Code Nos. 40/45 for loading requirements.

	ICAO:
		Not regulated under ICAO.
	------------------------------------------------------------------
- --------------------------------------------------------------------------
REGULATORY INFORMATION

	U.S. Federal Regulations
		OSHA HAZARD DETERMINATION
		This material is not known to be hazardous as defined by
		OSHA's Hazard Communication Standard, 29 CFR 1910.1200.

		CERCLA/SUPERFUND
		Not applicable; this material is covered by the CERCLA
		petroleum exclusion.  Releases are not reportable.

		SARA, TITLE III 302/304
		This material is not known to contain extremely hazardous
		substances.

		TITLE III HAZARD CLASSIFICATIONS SECTIONS 311, 312

		Acute   : No
		Chronic : No
		Fire    : No
		Reactivity      : No
		Pressure        : No

		SARA, TITLE III, 313
		This material is not known to contain any chemical(s) at
		a level of 1.0% or greater (0.1% for carcinogens) on the
		list of Toxic Chemicals and subject to release reporting
		requirements.

		TSCA
		This material is in the TSCA Inventory of Chemical
		Substances (40 CFR 710) and/or is otherwise in compliance
		with TSCA.

		RCRA
		This material, when discarded or disposed of, is not
		specifically listed as a hazardous waste in Federal
		regulations; however, it could be considered hazardous
		if it meets criteria for being toxic, corrosive, 
		ignitable, or reactive according to U.S. definitions
		(40 CFR 261). This material could also become a 
		hazardous waste if it is mixed with or comes in contact
		with a listed hazardous waste.  If it is a hazardous
		waste, regulations 40 CFR 262-266 and 268 may apply.
		----------------------------------------------------------
							       (Continued)
<PAGE>

REGULATORY INFORMATION (Continued)

		CLEAN WATER ACT
		This material is not known to contain any ingredient(s)
		subject to the Act.

	State Regulations (U.S.)
		CALIFORNIA "PROP 65"
		The material contains ingredient(s) known to the State of
		California to cause cancer, birth defects, or other 
		reproductive harm.  Read and follow all label directions.
		
		Ingredient              Nickel (<0.1%)

		PENNSYLVANIA WORKER & COMMUNITY RIGHT TO KNOW ACT
		This material may contain the following ingredient(s)
		subject to the Pennsylvania Worker and Community Right
		to Know Hazardous Substances List.

		Ingredient              Nickel
		CAS Number              7442-02-0
		Category                Environmental Hazard, Special
					Hazardous Substance

		Ingredient              Sulfur
		CAS Number              7704-34-9
		Category                Hazardous Substance
		----------------------------------------------------------
	Canadian Regulations
		This is not a WHMIS Controlled Product.
		----------------------------------------------------------
- --------------------------------------------------------------------------
OTHER INFORMATION

	NFPA, NPCA-HMIS
		NPCA-HMIS Rating
		Health          1
		Flammability            1
		Reactivity              0

		Personal Protection rating to be supplied by user depending
		on use conditions.
		----------------------------------------------------------
- --------------------------------------------------------------------------

		The data in this Material Safety Data Sheet relates only to
		the specific material designated herein and does not relate
		to use in combination with any other material or in any 
		process.

		Responsibility for MSDS : MSDS Coordinator
		Address          : Conoco Inc.
		>                : P.O. Box 2197
		>                : Houston, TX 77252
		Telephone                : 1-281-293-5550
		----------------------------------------------------------
					     End of MSDS


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