Securities Exchange Act
Rule 12g-3

November 4, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The Holding Company Reorganization will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and Holdco will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
   
• The Company’s Exchange Act reporting history may be taken into account when determining Holdco’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
   
• Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).
   
• Holdco may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Forms S-3 and S-8. The Company’s reporting history under the Exchange Act may also be used in determining whether Holdco “meets the requirements for use of Form S-3” within the meaning of Form S-4. In reaching this position, we note that: (1) the Holding Company Reorganization will be consummated before the Seadrift Acquisition and the C/G Acquisition; (2) historical financial information for each entity and full pro forma disclosure about the proposed Transaction will be included in the Form S-4 filed by Holdco that is declared effective in connection with the Transaction; and (3) Holdco will file Forms 8-K reporting the consummation of the Holding Company Reorganization and each Acquisition as and when consummated before Holdco utilizes Form S-3 or Form S-8.
   
• The Division will not object if Holdco, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company’s currently effective registration statements on Forms S-3 and S-8, provided that Holdco adopts the Company’s registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
   
• After consummation of the Holding Company Reorganization, Holdco may succeed to the Commission file number currently used by the Company.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/graftechintl110410-12g.htm