GrafTech International Ltd. (“GrafTech”) and Alcan France (formerly, Pechiney), a wholly-owned subsidiary of Alcan Inc. (“Alcan”), are parties to a joint venture in the cathode business, based primarily in France. That business (which primarily encompasses GrafTech’s 70% equity interest in Carbone Savoie, a French company) had 2005 net sales through the joint venture of approximately $114 million.

        GrafTech and Alcan have held discussions relating to the proposed divestiture by GrafTech of its cathodes assets (including its equity in Carbone Savoie and certain manufacturing assets) to Alcan France, for approximately $130 to $140 million plus assumption of certain related liabilities. Such discussions have now advanced to a point where GrafTech and Alcan believe it appropriate to initiate consultations with works’ councils representing employees of the affected businesses of GrafTech and Alcan France. Under French law, parties to a proposed sale of a business are required to consult with works’ councils representing the employees of the affected businesses and companies prior to reaching agreement upon the terms of the sale.

        Following compliance with the works’ council consultation process, GrafTech and Alcan France would enter into definitive agreements relating to such divestiture. Pending the outcome of this process, GrafTech and Alcan France have entered into an agreement providing for a reciprocal payment of $13.5 million (representing compensation for loss of opportunities and expenses incurred in connection with their discussions) if, under certain circumstances, discussions regarding the proposed divestiture are terminated without execution of definitive agreements. Final terms of such divestiture would include customary closing conditions, such as the absence of a material adverse change in the cathodes business and receipt of approvals from competition authorities in affected jurisdictions. If GrafTech enters into such definitive agreements, GrafTech will disclose the material terms thereof, promptly following the execution thereof. Any proceeds derived from such divestiture would primarily be used to delever GrafTech.

        On October 19, 2006, GrafTech issued a press release addressing the matters discussed above, a copy of which is filed herewith as Exhibit 99.1. GrafTech hereby incorporates by reference the contents of such press release.

Item   9.01.     Financial Statements and Exhibits