Exhibit 1


                                                           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:

          {circle} all  kinds  of  carbon  products,  in  particular  industrial
                   products made of natural and artificial carbon and graphite;

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

          {circle} other ceramic materials and products;

          {circle} corrosion resistant materials and

          {circle} 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   Euro
          142,938,342.40  (Euro one  hundred  forty-two  million  nine  hundred
          thirty- eight thousand and three hundred forty-two and forty Cent).

(2)       The   capital   stock  is  divided  into  55,835,290 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.

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(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).

(6)       The Executive Committee is authorized to increase the Company's share
          capital  with the  approval of the  Supervisory  Board by issuing new
          shares against cash and/or non-cash  contributions  on one or several
          occasions by a total of up to [e]5,153,080.32  (authorized capital I)
          by April 29, 2007. The  shareholders  are to be granted  subscription
          rights.  The Executive  Committee is authorized  with the approval of
          the  Supervisory  Board to exclude  fractions from the  shareholders'
          subscription rights. Furthermore, the Executive Committee can exclude
          the  shareholders'  subscription  rights  with  the  approval  of the
          Supervisory Board

          (i)  to the extent  necessary  to enable the  holders of  warrants or
               convertible   bonds   which  have  been  issued  by  SGL  CARBON
               Aktiengesellschaft  or by a  wholly  owned  direct  or  indirect
               subsidiary  to be granted  subscription  rights to shares to the
               same  extent  to which  they  would be  entitled  following  the
               exercise  of  the  options  or  conversion   rights,   or  after
               fulfillment of conversion obligations;

          (ii) 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  [e]768,000.00 by issuing a
               total of up to 300,000 new no-par value shares on one or several
               occasions;

         (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  participating  in the  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  [e]528,888.32
               by issuing a total of up to 206,597 new no-par  value  shares on
               one or several occasions;

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

          (v)  for a total of no more than  [e]5,597,299.20  if the new  shares
               are  issued  as  part  of  a  capital   increase   against  cash
               contributions  at an issuing  price  which is not  significantly
               lower than the market price.

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(7)       The  Executive  Committee  is  authorized,  with the  approval  of the
          Supervisory  Board, to increase the Company's share capital by a total
          of  up  to  EUR  21,058,304.00  (authorized  capital  Ia)  by  issuing
          8,225,900 new no-par value shares for non-cash contributions on one or
          several  occasions  through May 2, 2006.  The  Executive  Committee is
          authorized,  with the approval of the  Supervisory  Board,  to exclude
          fractions  from  shareholders'   subscription  rights.  The  Executive
          Committee is also  authorized,  with the  approval of the  Supervisory
          Board, to exclude fractions from all shareholders' subscription rights
          in order to issue new shares against  non-cash  contributions  for the
          purpose of acquiring companies or interests in companies.

(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  warrantholders  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  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
          EURO 4,096,000.00.  The conditional increase of the share capital will
          be executed  only by issuing up to 1,600,000 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.

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(10)      The  share  capital  of  the Company is  conditionally  increased  by
          a further EUR 5,520,499.20, divided into 2,156,445 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  warrantholders  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  May  3,  2001,
          exercise  their option or  conversion  rights,  or to the extent that
          holders of  convertible  bonds with a conversion  obligation  fulfill
          their conversion obligation.  The new shares shall participate in the
          Company  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."




                                   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 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

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          resolutions.

(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
          EURO 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
          EURO 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  stockholders' meeting shall be called pursuant to Art. 14 (1) at least one
month  prior  to the deadline of depositing the shares, not counting the day on
which the meeting is called nor the day of the depositing deadline.



                                  ARTICLE 14

                           RIGHT TO ATTEND MEETINGS


(1)       Only   such   shareholders   are  entitled  to  attend  and  vote  at
          stockholders' meetings who have  deposited their shares during normal
          business hours either at one of the  offices designated in the notice
          of the meeting, or with a German notary  public,  or  with  a deposit
          bank  for  securities, and leave them there until the termination  of
          the stockholders' meeting. Such deposit shall also be deemed


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          effected  with one of the said offices if shares are blocked in favor
          of,  and with the  approval  of,  such  office  with a bank until the
          termination  of the  stockholders'  meeting.  The  deposit  shall  be
          effected  no later  than at the end of the  seventh  day prior to the
          stockholders' meeting.

(2)       If the deposit is made with a notary public, the notary shall deliver
          his certificate, stating  the numbers of the shares deposited, to one
          of the offices designated in  the  notice no later than one day after
          expiration of the deadline.

(3)       Shareholders depositing their shares  or  delivering a certificate of
          deposit  in  accordance with Subparagraph 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  stockholders'
          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  broadcastusing electronic  media to the extent that
          this is permitted by law.

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                                  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
          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.




                                  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

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          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.



                                  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.

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                                  ARTICLE 20

                            PUBLICATION OF NOTICES


Notices  of  the  Corporation   are   published   in   the   Federal   Bulletin
("Bundesanzeiger").


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