SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A
                                 ANNUAL REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

For the fiscal year ended December 31, 1996    Commission File Number 33-98522

                        GREAT LAKES CARBON CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                13-3637043
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                    Identification Number)

              110 East 59th Street, New York, New York     10022
              (Address of principal executive offices)     (Zip Code)

                                (212) 527-3002
             (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                    None

          Securities registered pursuant to Section 12(g) of the Act:
                      10% Senior Secured Notes due 2006
                               (Title of Class)

        Indicate by check mark whether the registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (ii) has been subject to
such filing requirements for the past 90 days.  Yes [ X ]  No [   ]

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form 10-K or any amendment
to this Form 10-K.  [X]

        As of March 21, 1997, the registrant had outstanding 100,000 shares of
its Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     
                                     
                                     None







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EXHIBIT INDEX


                                                                  Sequentially
Exhibit                                                           Numbered
Number      Exhibit                                               Page
------------------------------------------------------------------------------

10.7A       Petroleum Coke Sales Agreement between Copetro S.A.
            and YPF S.A.* (Amending Exhibit 10.7 previously filed)

10.9        Coke Supply Agreement between the Company and 
            Exxon Company, U.S.A.*




































------------------
*The Company has amended its requst for confidential treatment with respect to
 this Exhibit.
 
 










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                                  SIGNATURES

        Pursuant to the requirements of Rule 12b-15 of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                               GREAT LAKES CARBON
                                                   CORPORATION



                                         By:     /s/JAMES D. MCKENZIE
                                            -------------------------------
                                                    James D. McKenzie
                                         President and Chief Executive Officer
                                             (Principal Executive Officer)
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