UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Narwold, Karen G. (1)
Graftech Inc.
11709 Madison Avenue
Lakewood, Ohio 44107
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2000
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Graftech Inc.
("GRAF")
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
General Counsel, Vice President and Secretary
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
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Table I -- Non-Derivative Securities Beneficially Owned |
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1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect |
| Securities | Form: | Beneficial Ownership |
| Beneficially | Direct(D) or | |
| Owned | Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C>
___________________________________________________________________________________________________________________________________|
<CAPTION>
___________________________________________________________________________________________________________________________________
Table II -- Derivative Securitites Beneficially Owned |
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1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect |
Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership |
| Expiration | Securities | |exercise |Form of | |
| Date(Month/ |-----------------------|---------|price of |Deriv- | |
| Day/Year) | |Amount |deri- |ative | |
| Date | Expira- | |or |vative |Security: | |
| Exer- | tion | Title |Number of|Security |Direct(D) or | |
| cisable | Date | |Shares | |Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C> <C> <C>
___________________________________________________________________________________________________________________________________|
</TABLE>
Explanation of Responses:
(1) July 31, 2000 is the anticipated effective date of the registration
statement relating to the initial public offering
of Graftech
Inc.
<PAGE>
SIGNATURE OF REPORTING PERSON
/s/ Karen G. Narwold
DATE
July 27, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Karen G. Narwold,
hereby appoints each of John J. Wetula and Scott C. Mason to be the
undersigned's true and lawful agent, proxy and attorney-in-fact, with full power
of substitution and resubstitution, to execute, acknowledge, deliver and file,
as required, with the Securities and Exchange Commission, national securities
exchanges and Graftech Inc. (the "Company"), the following forms with respect to
the Company's securities: (i) Forms 3, 4 and 5 (including amendments thereto)
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations thereunder, and (ii) Form
144 (including amendments thereto) in accordance with the Securities Act of
1933, as amended, and the rules and regulations thereunder, and hereby grants to
each of John J. Wetula, Scott C. Mason and their substitutes (collectively, the
"Attorneys-in-Fact" and, individually, an "Attorney-in-Fact") the full power and
authority to perform all acts necessary to complete such purposes.
The undersigned agrees that each Attorney-in-Fact may rely entirely on
information furnished orally or in writing by the undersigned to any
Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the
Company and each Attorney-in-Fact against any and all losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
by the undersigned to any Attorney-in-Fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4, 5 and 144 (including amendments
thereto) and agrees to reimburse the Company and each Attorney-in-Fact for any
legal or other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than those named herein.
The undersigned agrees and represents to those dealing with each
Attorney-in-Fact that this Power of Attorney shall remain in effect as long as
the undersigned is subject to Section 16 of the Exchange Act with respect to the
Company, may be voluntarily revoked only by written notice to each
Attorney-in-Fact, delivered by registered mail or certified mail, return receipt
requested, and shall not be affected by the subsequent death, disability or
incompetence of the undersigned.
The undersigned understands and acknowledges that it is his/her
responsibility to advise the Company's Law Department in advance of proposed
transactions in Company securities that may require the filing of the forms
mentioned above.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 27th day of July, 2000.
/s/ Karen G. Narwold
Name: Karen G. Narwold
