FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Playford, Gilbert E.

2. Issuer Name and Ticker or Trading Symbol
GrafTech International Ltd. (GTI)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman                                          

(Last)      (First)     (Middle)

c/o GrafTech International Ltd.
1521 Concord Pike, Suite 301

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Wilmington,, DE 19803

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

89,000

D

Common Stock

100,000⁽¹⁾

D

Common Stock

12/31/02

J

V

9,528

D

$5.90

--

I

By Discount Stock Fund.⁽²⁾

Common Stock

32,714

I

By Compensation Deferral Plan.⁽³⁾

Common Stock

12/31/02

A

V

9,743

A

$5.77

11,091

I

By Regular Stock Fund.⁽⁴⁾

Common Stock

1,200

I

By Spouse. The reporting person disclaims beneficial ownership of these securities.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Time options (right to buy)

$30.5891

 ⁽⁵⁾

01/25/07

Common Stock

300,000

300,000

D

Time options (right to buy)

$17.0625

 ⁽⁶⁾

09/28/08

Common Stock

300,000

300,000

D

Time options (right to buy)

$8.56

12/15/02

12/15/10

Common Stock

300,000

300,000

D

Time options (right to buy)

$8.85

 ⁽⁷⁾

9/25/11

Common Stock

274,000

274,000

D

Explanation of Responses:

(1) Of such shares, (a) 70,000 will vest on June 30, 2003 and (b) 30,000 will vest on December 31, 2004, provided that the reporting person is still employed by GrafTech on those dates.
(2) Represents the number of units attributable to the reporting person's participation through automatic payroll deductions in the Company Discount Stock Fund option of the UCAR Carbon Savings Program. The amount of units reported is given as of the transaction date. Effective December 31, 2002, the Company Discount Stock Fund option was terminated and all holdings in such fund were automatically transferred to the reporting person's account in the Company Stock Fund option. Such transfer was not made at the volition of the reporting person.
(3) Represents obligations attributable to the reporting person's participation through automatic payroll deductions whose value is based on on the Common Stock under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities. This represents a change in reporting policy on which the amount of obligations is now based on the number of units beneficially owned by the reporting person instead of the number of shares.
(4) Represents the number of units attributable to the reporting person's participation through automatic payroll deductions n the Company Stock Fund option of the UCAR Carbon Savings Plan. The amount of units reported is given as of the transaction date. Effective December 31, 2002, the Company Discount Stock Fund option was terminated and all holdings in such fund were automatically transferred to the reporting person's account in the Company Stock Fund option. Such transfer was not made at the volition of the reporting person.
(5) 200,000 of such options became exercisable on June 22, 2000 and 100,000 of such options became exercisable on June 22, 2001.
(6) Of such options, 100,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999.
(7) Options were granted as part of an annual grant. Of such options, 41,000 vested on September 25, 2001 and 233,000 will vest on September 25, 2003.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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