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                                                                 EXHIBIT  10.8.1


                        AMENDMENT 1 TO THE GRAFTECH INC.
                         EMPLOYEE EQUITY INCENTIVE PLAN

The Employee Equity Incentive Plan is hereby amended, as of the Effective Date,
in accordance with the following. Notwithstanding anything contained herein to
the contrary, this amendment shall become null and void if such Effective Date
does not occur before September 30, 2000 or the closing of such offering does
not occur within 30 days after such Effective Date.

1. Section 2.7(ii) is hereby amended to read in its entirety as follows:

   "(ii)    any "person" or "group" within the meaning of Section 13(d) or
            14(d)(2) of the Exchange Act acquires by proxy or otherwise the
            right to vote on any matter or question with respect to 15% or more
            of the then outstanding Common Stock or 15% or more of the combined
            voting power of the then outstanding voting securities of the
            Corporation;"

2. Section 2.7(v)(x) is hereby amended to read in its entirety as follows:

   "(x)     a reorganization, restructuring, recapitalization, reincorporation,
            merger or consolidation of the Corporation (a "Business
            Combination") unless, following such Business Combination, (a) all
            or substantially all of the individuals and entities who were the
            beneficial owners of the Common Stock and the voting securities of
            the Corporation outstanding immediately prior to such Business
            Combination beneficially own, directly or indirectly, more than 50%
            of the common equity securities and the combined voting power of the
            voting securities of the corporation or other entity resulting from
            such Business Combination outstanding after such Business
            Combination (including, without limitation, a corporation or other
            entity which as a result of such Business Combination owns the
            Corporation or all or substantially all of the assets of the
            Corporation or the Company either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership immediately prior to such Business Combination of
            outstanding Common Stock and the combined voting power of the
            outstanding voting securities of the Corporation, respectively, (b)
            no "person" or "group" within the meaning of Section 13(d) or
            14(d)(2) of the Exchange Act (excluding (1) any corporation or other
            entity resulting from such Business Combination and (2) any employee
            benefit plan (or related trust) of the Company or any corporation or
            other entity resulting from such Business Combination) beneficially
            owns 15% or more of the common equity securities or 15% or more of
            the combined voting power of the voting securities of the
            corporation or other entity resulting from such Business Combination
            outstanding after such Business Combination, except to the extent
            that such beneficial ownership existed prior to such Business
            Combination

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            with respect to the Common Stock and the voting securities of the
            Corporation, and (c) at least a majority of the members of the board
            of directors (or similar governing body) of the corporation or other
            entity resulting from such Business Combination were members of the
            Board at the time of the execution of the initial agreement
            providing for such Business Combination or at the time of the action
            of the Board approving such Business Combination, whichever is
            earlier; or"

3. Section 2.7(III) is hereby amended to read in its entirety as follows:

   "(III)   pursuant to clause (i) or (ii) above, solely because UCAR remains
            the beneficial owner of 15% or more of the then outstanding Common
            Stock or 15% or more of the then outstanding voting securities of
            the Corporation or increases its beneficial ownership thereof; or"

4. Section 2.7(IV) is hereby amended to read in its entirety as follows:

   "(IV)    pursuant to clause (i) or (ii) above, if a "person" or "group"
            acquires 15% or more of the then outstanding Common Stock or 15% or
            more of the then outstanding voting securities of the Corporation
            from UCAR (including, without limitation, acquisitions by reason of
            distributions thereof by UCAR International Inc. to its
            stockholders); provided, however, that a "Change in Control" of the
            Corporation shall be deemed to occur if thereafter the beneficial
            ownership of Common Stock or voting securities of the Corporation by
            such "person" or "group" increases by more than 1% of the then
            outstanding shares of Common Stock or the then outstanding voting
            securities of the Corporation (excluding increases due to
            distributions or repurchases of Common Stock or voting securities of
            the Corporation by the Company, and similar transactions, which have
            not been directly or indirectly proposed or initiated by such
            "person" or "group" and excluding increases by such "person" or
            "group" which do not result in the percentage of beneficial
            ownership thereof by such "person" or "group" exceeding the
            percentage of beneficial ownership of common stock of UCAR
            International Inc. by such "person" or "group" on the Effective
            Date)."

5. Section 2.17 is hereby amended to read in its entirety as follows:

   "2.17    "Fair Market Value" of a share of Common Stock as of a given date
            means the closing sales price (or, if there is no such price, the
            average of the highest bid and lowest asked prices) of the Common
            Stock on the last trading day immediately preceding such date as of
            which Fair Market Value is to be determined as reported by the
            principal exchange or market on which the Common Stock is traded.
            Notwithstanding the foregoing, for those Awards granted effective as
            of the Effective Date, Fair Market Value means the initial public
            offering price per share of the Common Stock."


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6. Section 2.34 is hereby amended to read in its entirety as follows:

   "2.34    "UCAR" means UCAR International Inc., a Delaware corporation, and
            its subsidiaries (other than the Company)."

7. Paragraph 1 of Exhibit 1 is hereby deleted in its entirety.

8. Section 19.3 in Paragraph 2 of Exhibit 1 is hereby amended to read in its
   entirety as follows:

   "19.3    New Graftech Option Exercise Price, Terms and Conditions. Each New
            Graftech Option shall be based on the Option Price and the terms and
            conditions of the corresponding UCAR IPO Date Option as in effect on
            the IPO Date."

9. Section 19.6(d) in Paragraph 2 of Exhibit 1 is hereby amended to read in its
   entirety as follows:

   "(d)     Notwithstanding anything contained herein to the contrary, to the
            extent required by UCAR in its sole discretion, the exercise prices
            of each New UCAR Option and each New Graftech Option shall be
            adjusted to the extent necessary to avoid compensation expense to
            UCAR and/or Graftech under generally accepted accounting principles
            as applied by UCAR on the IPO Date (as changed by UCAR thereafter to
            the extent, but only to the extent, required to comply with
            generally accepted accounting principles or applicable laws, rules
            or regulations); provided, however, that such adjustments are "fair"
            to Graftech. For purposes hereof, "fair" shall mean either that: (i)
            such adjustments shall not increase the compensation expense which
            Graftech would have otherwise incurred, as determined by UCAR in its
            sole discretion; or (ii) such adjustments shall be approved by a
            majority of the directors of Graftech who are not employees or
            directors of UCAR."

10. Paragraph 1 of Exhibit 2 is hereby deleted in its entirety.

11. Section 11.2.2 in Paragraph 2 of Exhibit 2 is hereby amended to read in its
    entirety as follows:

    "11.2.2  New Graftech Option Exercise Price, Terms and Conditions. Each New
             Graftech Option shall be based on the Exercise Price and the terms
             and conditions of the corresponding UCAR IPO Date Option as in
             effect on the IPO Date."

12. Section 11.5(d) in Paragraph 2 of Exhibit 2 is hereby amended to read in its
    entirety as follows:

    "(d)    Notwithstanding anything contained herein to the contrary, to the
            extent required by UCAR in its sole discretion, the exercise prices
            of each New


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            UCAR Option and each New Graftech Option shall be adjusted to the
            extent necessary to avoid compensation expense to UCAR and/or
            Graftech under generally accepted accounting principles as applied
            by UCAR on the IPO Date (as changed by UCAR thereafter to the
            extent, but only to the extent, required to comply with generally
            accepted accounting principles or applicable laws, rules or
            regulations); provided, however, that such adjustments are "fair" to
            Graftech. For purposes hereof, "fair" shall mean either that: (i)
            such adjustments shall not increase the compensation expense which
            Graftech would have otherwise incurred, as determined by UCAR in its
            sole discretion; or (ii) such adjustments shall be approved by a
            majority of the directors of Graftech who are not employees or
            directors of UCAR."

13. Paragraph 1 of Exhibit 3 is hereby deleted in its entirety.

14. Section 11.2.2 in Paragraph 2 of Exhibit 3 is hereby amended to read in its
    entirety as follows:

    "11.2.2  New Graftech Option Exercise Price, Terms and Conditions. Each New
             Graftech Option shall be based on the Exercise Price and the terms
             and conditions of the corresponding UCAR IPO Date Option as in
             effect on the IPO Date."

15. Section 11.5(d) in Paragraph 2 of Exhibit 3 is hereby amended to read in its
    entirety as follows:

    "(d)    Notwithstanding anything contained herein to the contrary, to the
            extent required by UCAR in its sole discretion, the exercise prices
            of each New UCAR Option and each New Graftech Option shall be
            adjusted to the extent necessary to avoid compensation expense to
            UCAR and/or Graftech under generally accepted accounting principles
            as applied by UCAR on the IPO Date (as changed by UCAR thereafter to
            the extent, but only to the extent, required to comply with
            generally accepted accounting principles or applicable laws, rules
            or regulations); provided, however, that such adjustments are "fair"
            to Graftech. For purposes hereof, "fair" shall mean either that: (i)
            such adjustments shall not increase the compensation expense which
            Graftech would have otherwise incurred, as determined by UCAR in its
            sole discretion; or (ii) such adjustments shall be approved by a
            majority of the directors of Graftech who are not employees or
            directors of UCAR."




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