Exhibit 3-i


                                                            COURTESY TRANSLATION


                         SGL CARBON AKTIENGESELLSCHAFT



                           ARTICLES OF INCORPORATION



                                   SECTION I


                              GENERAL REGULATIONS




                                   ARTICLE 1

                 NAME AND REGISTERED OFFICE OF THE CORPORATION


1.     The name of the Corporation is

                         SGL CARBON AKTIENGESELLSCHAFT


2.     It has its registered office in Wiesbaden.



                                   ARTICLE 2

                           PURPOSE OF THE CORPORATION


(1)    The Corporation is a holding company for a group of companies active
       especially in the following fields:

       *      all kinds of carbon products, in particular industrial products
              made of natural and artificial carbon and graphite;


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       *      carbon and graphite materials and products such as fibers,
              composite materials, foils and graphite processing equipment
              including industrial facilities;

       *      other ceramic materials and products;

       *      corrosion resistant materials and

       *      the production or extraction of other substances and products
              related to the foregoing.

(2)    The Corporation itself may engage in activities described in Par. (1) and
       may make resources and funds available to companies in which it holds an
       interest. The Corporation is authorized to take all actions and measures
       that relate to the purpose of the Corporation or which serve such
       purpose, directly or indirectly.

(3)    The Corporation may also establish, acquire, take an equity interest in
       or consolidate other companies, especially those which are active in the
       fields described in Par. (1). The Corporation is authorized to take
       shares in any kind of company, especially for the purpose of investing
       the funds of the Corporation. With respect to corporations in the group
       and other companies in which the Corporation has an interest, it may
       limit itself to the administration of its interest as well as act in its
       discretion regarding its ownership interests.


                                   ARTICLE 3
                            CAPITAL STOCK AND SHARES


(1)    The capital stock of the Corporation amounts to EUR 160,575,431.68 (EUR
       one hundred sixty million five hundred seventy-five thousand and four
       hundred thirty-one and sixty-eight Cent).

(2)    The capital stock is divided into 62,724,778 shares.

(3)    The shares are bearer shares.

(4)    The Corporation may issue share certificates representing several shares
       (multiple share certificates). Shareholders may not require the issuance
       of share certificates.

(5)    If the share capital is increased, the profit sharing rights of any new
       shares may deviate from Section 60 of the German Stock Corporation Law
       (Aktiengesetz).

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(6)    The Executive Committee is authorized to increase the Company's share
       capital with the approval of the Supervisory Board by a total of up to
       EUR 54,161,041.92 (Authorized Capital I) by issuing a total of no more
       than 21,156,477 new no-par value shares against cash and/or non-cash
       contributions on one or several occasions in the period up to April 29,
       2009. The shareholders are to be granted subscription rights. However,
       the Executive Committee is authorized, with the approval of the
       Supervisory Board, to exempt fractions of subscription rights.
       Furthermore, the Executive Committee can exclude subscription rights with
       the approval of the Supervisory Board

       (i)    to the extent necessary to enable the holders of warrants or
              convertible bonds that have been issued by SGL CARBON
              Aktiengesellschaft or by a wholly owned direct or indirect
              subsidiary to be granted subscription rights for new shares as if
              they had exercised the warrants or conversion rights or fulfilled
              their conversion obligations;

       (ii)   to issue new shares to holders of convertible bonds which were
              granted by SGL CARBON Aktiengesellschaft or its wholly owned
              direct or indirect subsidiaries in Germany and abroad against
              non-cash contributions in accordance with the authorization by the
              Annual General Meeting on April 30, 2004, if the holders have
              exercised their conversion right or fulfilled their conversion
              obligation.

       (iii)  if the new shares are issued to employees of SGL CARBON
              Aktiengesellschaft or companies affiliated with SGL CARBON
              Aktiengesellschaft within the meaning of sections 15 ff. of the
              AktG. However, for this purpose the share capital can only be
              increased by a total of no more than EUR 917,928.96 by issuing a
              total of up to 358,566 new no-par value shares on one or several
              occasions;

       (iv)   if the new shares are issued to employees of SGL CARBON
              Aktiengesellschaft or companies affiliated with SGL CARBON
              Aktiengesellschaft within the meaning of sections 15 ff. of the
              AktG participating in the share plan (Matching Share Plan) of SGL
              CARBON Aktiengesellschaft. However, for this purpose the share
              capital can only be increased by a total of no more than EUR
              803,776.00 by issuing a total of up to 313,975 new no-par value
              shares on one or several occasions;

       (v)    if the new shares are issued as part of a capital increase against
              non-cash contributions for the acquisition of companies, parts of
              companies or equity interests in companies; and

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       (vi)   for a total of no more than EUR 0.00 if the new shares are issued
              as part of a capital increase against cash contributions at an
              issuing price that does not fall significantly below the market
              price.

(7)    The Company's share capital is conditionally increased by a further
       amount of up to EUR 4,096,000.00 against non-cash contributions. The sole
       purpose of the conditional capital increase is to issue up to 1,600,000
       no par-value bearer shares carrying dividend rights from the beginning of
       the fiscal year in which they are issued to service options for shares of
       SGL CARBON Aktiengesellschaft granted as stock appreciation rights (SARs)
       in the period up to December 31, 2009 to members of the Executive
       Committee and senior managers of SGL CARBON Aktiengesellschaft and
       members of the management and senior managers of affiliated companies of
       SGL CARBON Aktiengesellschaft within the meaning of sections 15ff of the
       AktG (Group companies) on the basis of the authorization granted by the
       Annual General Meeting on April 30, 2004. The contributions to the shares
       to be subscribed take the form of the contribution of the remuneration
       entitlements granted to beneficiaries under the stock appreciation rights
       issued in line with the authorization granted by SGL CARBON
       Aktiengesellschaft's Annual General Meeting on April 30, 2004. The
       conditional capital increase will only be implemented to the extent that
       the stock appreciation rights were issued on the basis of the
       authorization resolved by the Annual General Meeting on April 30, 2004,
       the beneficiaries exercised their options and contributed their
       remuneration entitlements to the Company, and insofar as the Company does
       not satisfy the beneficiaries' options in the form of own shares or a
       cash payment. The new shares are issued at the minimum price of EUR 2.56

(8)    The share capital of the Company is conditionally increased by a further
       EUR 3,840,000.00, divided into 1,500,000 bearer shares with a
       proportional interest in the share capital of EUR 2.56 per share. The
       conditional capital increase will only be implemented to the extent that
       warrant holders of bonds with warrants or holders of conversion rights
       from convertible bonds, which are issued by SGL CARBON Aktiengesellschaft
       or a wholly-owned direct or indirect subsidiary of SGL CARBON
       Aktiengesellschaft on the basis of the authorizing resolution of the
       General Meeting of April 27, 2000, exercise their option or conversion
       rights, or to the extent that holders of convertible bonds with a
       conversion obligation, where those convertible bonds are issued on the
       basis of the authorizing resolution of the General Meeting of April 27,
       2000 by SGL CARBON Aktiengesellschaft or a wholly-owned direct or
       indirect subsidiary of SGL CARBON Aktiengesellschaft, fulfill their
       conversion obligation. The new shares shall participate in the Company

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       profits as of the beginning of the fiscal year in which they are created
       through the exercise of conversion rights or options or through the
       fulfillment of conversion obligations.

(9)    The share capital is conditionally raised by an additional nominal EUR
       3,767,040.00. The conditional increase of the share capital will be
       executed only by issuing up to 1,471,500 new shares with the right to
       participate in the profits of the Corporation from the beginning of the
       fiscal year in which they were issued and will only be executed insofar
       as the owners of stock options, which were issued within the scope of the
       stock option plan of the Corporation based on the authorization of April
       27, 2000, make use of their rights to purchase shares.

(10)   The share capital is conditionally increased by up to EUR 38,400,000.00
       through the issue of up to 15,000,000 new no-par value shares. The
       conditional capital increase shall be used to grant rights to the holders
       of bonds with warrants and/or convertible bonds issued by SGL CARBON
       Aktiengesellschaft or its wholly owned direct or indirect subsidiaries up
       to April 29, 2009 on the basis of the resolution by the Annual General
       Meeting on April 30, 2004. New shares shall be issued at the conversion
       price or warrant exercise price to be established in each case.

       The conditional capital increase shall only be performed to the extent
       that holders of bonds with warrants exercise their warrants or that
       holders of convertible bonds exercise their conversion rights, or holders
       who are subject to a conversion obligation fulfill their conversion
       obligation, and to the extent that the Company does not issue own shares
       instead of new shares or does not satisfy the subscription rights via a
       cash payment. The new shares carry dividend rights from the beginning of
       the fiscal year in which they are created as a result of the exercise of
       conversion rights or warrants or through the fulfillment of conversion
       obligations. The Executive Committee is authorized, with the consent of
       the Supervisory Board, to determine the further details of the
       implementation of a conditional capital increase.


                                   ARTICLE 4

                                  FISCAL YEAR


The fiscal year is the calendar year.



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                                   SECTION II


                                    BY LAWS


                             A. THE EXECUTIVE BOARD



                                   ARTICLE 5

                        COMPOSITION, RULES OF PROCEDURE


(1)    The Executive Board shall consist of several members, the number of which
       shall be determined by the Supervisory Board.

(2)    The Supervisory Board may appoint a member of the Executive Board as
       Chairman of the Executive Board.

(3)    Resolutions of the Executive Board are passed by a simple majority vote
       unless a greater majority is required by law. In the event of a tie in
       votes for resolutions which are to be passed by a simple majority, the
       Chairman has the casting vote if the Executive Board consists of more
       than two persons.



                                   ARTICLE 6

                           AUTHORIZED REPRESENTATIVES


(1)    The Corporation is legally represented by two members of the Executive
       Board or by one member of the Executive Board together with an authorized
       signatory ("Prokurist"). Otherwise, the Corporation is represented by
       authorized signatories or by other authorized persons as determined by
       the Executive Board.

(2)    No authorized signatory shall have sole power of representation.



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                            B. THE SUPERVISORY BOARD



                                   ARTICLE 7

                     COMPOSITION, ELECTIONS, TERM OF OFFICE


(1)    The Supervisory Board consists of twelve members. Six of the members
       shall be elected by the annual stockholders' meeting and six members by
       the employees in accordance with the provisions of the Codetermination
       Law (Gesetz uber die Mitbestimmung).

(2)    The members are elected for the period through the conclusion of the
       stockholders' meeting which is to decide on their discharge for the
       fourth fiscal year after election, not counting the fiscal year in which
       the election takes place.

(3)    Departing members are eligible for re-election.

(4)    A member of the Supervisory Board may resign from office on submission of
       a written declaration to the Chairman of the Supervisory Board or to the
       Executive Board giving notice of four weeks. Resignation without notice
       is permitted in case of good cause.

(5)    The annual stockholders' meeting may nominate substitute members to
       replace the ordinary members of the Supervisory Board who leave office
       prematurely, and such substitute members will become members of the
       Supervisory Board when elected by the stockholders' meeting. The term of
       office of a substitute member expires at the end of the annual
       stockholders' meeting following his entering into office; if no successor
       is elected at the next annual stockholders' meeting, the term of office
       shall continue until the end of the term of office of the ordinary member
       who departed prematurely from the Supervisory Board. Successors of
       ordinary members shall be elected for the remaining term of office of the
       retired member.

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                                   ARTICLE 8

                                  CHAIRMANSHIP


(1)    Following the annual stockholders' meeting in which the members of the
       Supervisory Board have been elected, a meeting of the Supervisory Board
       is held for which no special invitation is required. Pursuant to the
       provisions of the Codetermination Law, the Supervisory Board shall at
       this meeting elect a Chairman and a Deputy Chairman for the duration of
       its term of office.

(2)    In order to carry out the tasks defined in Art. 31, par. 3 of the
       Codetermination Law, the Supervisory Board shall subsequently form a
       committee composed of the Chairman, his deputy and two other members, one
       of whom is elected by the members of the Supervisory Board representing
       the employees and the other one by the members of the Supervisory Board
       representing the stockholders. These representatives are elected by a
       majority vote.

(3)    If the Chairman or his deputy departs prematurely from office, the
       Supervisory Board shall immediately elect a successor.



                                   ARTICLE 9

                      CALLING OF MEETINGS, QUORUM, VOTING


(1)    The Supervisory Board draws up its own rules of procedure. The following
       provisions apply to the calling of meetings, quorum and the conduct of
       business. The Supervisory Board may determine additional rules of
       procedure.

(2)    The members of the Executive Board shall attend the meetings of the
       Supervisory Board unless the Supervisory Board or its Chairman should
       decide otherwise in individual cases.

(3)    Meetings of the Supervisory Board are convened by the Chairman or in his
       absence by his deputy by giving 14 days prior notice. In urgent cases the
       period of notice may be reduced. The notice of the meeting shall contain
       the individual items of the agenda. Provided that all members of the
       Supervisory Board have been invited, a quorum shall be present if at
       least six members participate in the passing of the resolutions.


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(4)    Unless other majorities are required by law, resolutions are passed by a
       simple majority of the votes cast. The Chairman determines the order of
       business as well as the method of voting. If there is a tie in votes, he
       decides whether the vote should be held again. If he considers it
       necessary, he is authorized to interrupt the meeting for a period of no
       longer than one week.

(5)    Resolutions should only be passed on such items of the agenda which are
       stated in the meeting notice. If due notice has not been given of an item
       on the agenda, a resolution thereon is subject to approval by all members
       of the Supervisory Board. Absent members of the Supervisory Board will be
       given the opportunity to object to the passing of the resolution within a
       reasonable period of time to be determined by the Chairman; the
       resolution shall take effect only after the members of the Supervisory
       Board not having attended the meeting have not raised objection within
       such period.

(6)    Members of the Supervisory Board who do not attend a meeting may
       participate in the passing of resolutions by the Supervisory Board and
       its committees by authorizing other members of the Supervisory Board to
       present their written votes at the meeting.

(7)    The Chairman may arrange for a resolution of the Supervisory Board to be
       passed by securing written, telegraphic or telephonic votes of the
       members, provided no other member objects to this procedure within a
       reasonable period as determined by the Chairman.

(8)    In addition to the committee mentioned in Art. 8, Par. (2), the
       Supervisory Board may form other committees from among its members and -
       so far as legally permissible - delegate decision-making powers to them.

(9)    Declarations of intent by the Supervisory Board shall be made by the
       Chairman in the name of the Supervisory Board or, in his absence, by his
       deputy.


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                                   ARTICLE 10

                               SPECIAL COMPETENCE


(1)    The Executive Board requires the approval of the Supervisory Board for
       the following actions, if such actions go beyond the ordinary course of
       business and are of significant economic importance to the Corporation:

       a)     acquisition, disposal or encumbrance of real estate, rights
              equivalent to real property and rights to real estate;

       b)     commencement of new or discontinuance of existing lines of
              production or business;

       c)     issuing of debt and long-term borrowing;

       d)     acceptance of guarantees, sureties and similar liabilities;

       e)     granting loans and other credits;

       f)     opening and closing branch offices;

       g)     purchasing or disposing of interests in other companies.

(2)    Insofar as the Executive Board requires the consent of the Supervisory
       Board, such consent may, as far as legally permissible, be given in the
       form of a general authorization covering specified types of transactions.

(3)    The Supervisory Board is authorized to make amendments to the articles of
       incorporation that only affect their drafting.



                                   ARTICLE 11

                     COMPENSATION OF THE SUPERVISORY BOARD


(1)    Each Supervisory Board member will receive a fixed remuneration of EUR
       20,000.00, payable after the end of the fiscal year, in addition to the
       payment of their expenses.



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(2)    The Chairman of the Supervisory Board will receive twice the above
       figure, while the Deputy Chairman will receive one and a half times that
       rate. Each member of a Supervisory Board committee will receive EUR
       2,000.00 for each committee meeting he or she attends.



                           C. STOCKHOLDERS' MEETINGS


                                   ARTICLE 12

                                    LOCATION


The stockholders' meeting shall be held at the seat of the Corporation or in
cities of the Federal Republic of Germany with a stock exchange or with a
population exceeding 200,000.



                                   ARTICLE 13

                     CALLING A MEETING OF THE STOCKHOLDERS


The Annual General Meeting shall be called no later than thirty days before the
day the shareholders have to register for the meeting.



                                   ARTICLE 14

                   RIGHT TO ATTEND THE ANNUAL GENERAL MEETING

(1)    Shareholders intending to attend the Annual General Meeting or to
       exercise their right to vote shall register prior to the meeting. Said
       registration has to reach the Company no later than on day seven (7)
       before the meeting.

(2)    Shareholders are required to prove their right for attending the Annual
       General Meeting. A document in text form issued by the deposit bank or
       other financial institution and identifying them as the owners of a
       certain number of shares will suffice. This document shall be in German



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       or in English, and shall reach the Company no later than on day seven (7)
       before the Meeting.

(3)    In the event that share certificates are not deposited with a bank or
       other financial institution, for attending the Annual General Meeting the
       shareholders are required to deposit their shares during normal office
       hours either with a German notary public, or with the Company and leave
       them there until the termination of the Annual General Meeting. If the
       deposit is made with a notary public, the notary's certificate, stating
       the number of the shares deposited, shall be delivered during normal
       office hours to the Company no later than one day after expiration of the
       deadline to register for attendance of the meeting. Shareholders
       depositing their shares or delivering a certificate of deposit in
       accordance with sentence 2 above will be given a receipt in their name
       showing the number of the deposited shares, which also shall serve as
       admission ticket to the Annual General Meeting for the person named on it
       or for his duly appointed proxy.




                                   ARTICLE 15

                     CHAIRMAN OF THE STOCKHOLDERS' MEETINGS


(1)    Meetings of the annual stockholders' meeting are chaired by the Chairman
       of the Supervisory Board, the additional member of the committee listed
       in Art. 8 Par. (2) who is elected to the Supervisory Board by the
       stockholders' meeting, or a member of the Supervisory Board or Executive
       Board elected by the Supervisory Board for this purpose. If no member of
       the Supervisory Board or of the Executive Board chairs the meeting, the
       Chairman shall be elected at the stockholders' meeting.

(2)    The Chairman of the meeting may alter the order of items on the agenda.
       He shall determine the manner, form and order of voting on the
       resolutions.

(3)    The Chairman of the General Meeting can allow the General Meeting to be
       recorded and broadcast using electronic media to the extent that this is
       permitted by law.

(4)    The Chairman of the meeting can impose an appropriate time limit on the
       shareholders' right to speak and ask questions. In particular, at the



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       start of the meeting and during the meeting, he shall be entitled to fix
       an adequate schedule for the whole course of the meeting, for each item
       on the agenda or for each shareholder giving a speech.



                                   ARTICLE 16

                     ADOPTION OF RESOLUTIONS AND ELECTIONS


(1)    Each share shall grant the right to one vote at the stockholders'
       meeting.

(2)    Voting rights can be exercised by representatives with power of attorney.
       If neither a credit institution nor a shareholders' association is
       appointed to be the shareholder's authorized representative, the power of
       attorney must be issued in writing or by electronic or other means to be
       determined more specifically by the Company. The details of the procedure
       for issuing powers of attorney by electronic or other means will be
       announced to the shareholders when the General Meeting is convened.

(3)    Unless otherwise required by law, all resolutions of the stockholders'
       meeting are adopted by a simple majority of votes and, if a capital
       majority is required, by a simple majority of the capital stock at the
       time of the meeting.

(4)    Amendments to the articles of incorporation which only affect their
       wording may be made by the Supervisory Board.



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                                  SECTION III


      ANNUAL STATEMENT OF ACCOUNTS, ANNUAL STOCKHOLDERS' MEETING, NOTICES


                                   ARTICLE 17

                          ANNUAL STATEMENT OF ACCOUNTS


(1)    Within the first three months of each fiscal year, the Executive Board
       shall prepare the annual financial statements and the management report
       as well as the consolidated financial statements and the Group management
       report for the previous fiscal year and submit them to the auditor. The
       Executive Board shall present these documents to the Supervisory Board
       immediately after preparation together with the proposal for the
       appropriation of retained earnings that it intends to make to the Annual
       General Meeting.

(2)    The annual financial statements and the management reports for the
       Company and the Group, the report of the Supervisory Board and the
       proposal for the appropriation of retained earnings by the Executive
       Board shall be made available for inspection by the stockholders at the
       Company's offices from the date of convening the Annual General Meeting.



                                   ARTICLE 18

                          ANNUAL STOCKHOLDERS' MEETING


(1)    The annual stockholders' meeting shall take place within the first eight
       months of every fiscal year.

(2)    The annual stockholders' meeting shall resolve in particular the
       disposition of the net earnings of the year, elect the auditor, discharge
       the Executive Board and the Supervisory Board, elect the members of the
       Supervisory Board and, where required by law, approve the annual
       statement of accounts.


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                                   ARTICLE 19

                          DISPOSITION OF NET EARNINGS


The net earnings of the year as listed in the annual statement of accounts are
calculated after charging depreciation, value adjustments and amounts set aside
by the Executive Committee and the Supervisory Board for provisions and
reserves, shall be distributed to the stockholders except to the extent that the
annual stockholders meeting shall resolve to use it in another manner.



                                   ARTICLE 20

                             PUBLICATION OF NOTICES


The Company's notices are published in the electronic version of the German
Federal Gazette.




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