<PAGE>   1
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                        THE CARBIDE/GRAPHITE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              25-1575609
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

    ONE GATEWAY CENTER, 19TH FLOOR
       PITTSBURGH, PENNSYLVANIA                                         15222
(Address of principal executive offices)                             (Zip Code)

            THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                               NICHOLAS T. KAISER
                            CHIEF EXECUTIVE OFFICER
                         ONE GATEWAY CENTER, 19TH FLOOR
                         PITTSBURGH, PENNSYLVANIA 15222
                    (Name and address of agent for service)

                                 (412) 562-3700
         (Telephone number, including area code, of agent for service)

                                  ------------

                        Copies of all communications to:
                            DAVID A. GERSON, ESQUIRE
                          MORGAN, LEWIS & BOCKIUS LLP
                               ONE OXFORD CENTRE
                           PITTSBURGH, PA 15219-1417
                                 (412) 560-3300


<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                  Proposed Maximum      Proposed Maximum         Amount of
                                              Amount to be       Offering Price Per    Aggregate Offering      Registration
  TITLE OF SECURITIES TO BE REGISTERED         Registered             Share(2)              Price(2)              Fee(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                   <C>                   <C>                   <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE
The Carbide/Graphite Group, Inc. Savings        100,000 shares        $19.625               $1,962,500            $677     
Investment Plan (1)
===========================================================================================================================
</TABLE>


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.  Pursuant to Rule 457(h)(2), a separate fee is not
     required with respect to the plan interests.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h). The fee is calculated on the basis of the average
     of the high and low sale prices of the registrant's Common Stock reported
     on the Nasdaq National Market on November 22, 1996.

=============================================================================
<PAGE>   2



This Registration Statement on Form S-8 (the "Registration Statement") of The
Carbide/Graphite Group, Inc. (the "Corporation") relates to (i) the
registration of the offer and sale of up to an aggregate of 100,000 shares of
the Corporation's Common Stock, par value $.01 per share ("Common Stock"),
pursuant to The Carbide/Graphite Group, Inc. Savings Investment Plan (the
"Plan") and (ii) the registration of an indeterminate number of interests in
the Plan .

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Corporation with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement.

         1.       The Corporation's Form 10-K, filed with the Commission for
the fiscal year ended July 31, 1996.

         2.       The Corporation's Form 11-K, filed with the Commission for
the Plan fiscal year ended December 31, 1995.

         3.       The Corporation's Form 8-K, dated September 23, 1996.

         4.       The description of the Corporation's Common Stock contained in
the Corporation's Registration Statement on Form 8-A filed on September 12, 1995
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments and reports updating such description.

All documents subsequently filed by the Corporation and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the Plan meeting the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits
a corporation, in its certificate of incorporation, to limit or eliminate the
liability of a director to the corporation or its stockholders for monetary
damages for breaches of fiduciary duty, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) any matter in respect of which such director
shall be liable under Section 174 of the DGCL or any amendment thereto or
successor provision thereof, or (iv) any transaction from which the director
derived an improper personal benefit. The Corporation's Certificate of
Incorporation provides that the personal liability of directors of the
Corporation is eliminated to the fullest extent permitted by Section 102(b)(7)
of the DGCL. If the DGCL is amended to authorize further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation shall be eliminated to the fullest extent permitted by the DGCL.

                                     II - 1


<PAGE>   3



Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article VII of the
Corporation's Restated By-Laws provides that the Corporation, to the full
extent permitted, and in the manner required, by the laws of the State of
Delaware, shall indemnify any person who was or is made a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (including any appeal thereof), whether civil, criminal,
administrative, regulatory or investigative in nature (other than an action by
or in right of the Corporation) by reason of the fact such person is or was a
director or officer of the Corporation, or, if at a time when he or she was a
director or officer of the Corporation, is or was, either serving at the
request of, or to represent the interests of, the Corporation as a director,
officer, partner, trustee, fiduciary, employee or agent (a "Subsidiary
Officer") of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (an "Affiliated Entity"), against expenses
(including attorneys' fees and disbursements), costs, judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner which such person reasonably believed to be
in the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.

With respect to any action, suit or proceeding, by or in the right of the
Corporation, the Corporation's Restated By-Laws provide that the Corporation,
to the full extent permitted, and in the manner required, by the laws of the
State of Delaware, shall indemnify any person who was or is made a party to or
is threatened to be made a party to any threatened, pending or completed action
or suit (including any appeal thereof) by reason of the fact that such person
is or was a director or officer of the Corporation, is or was serving at the
request of, or to represent the interests of, the Corporation as a Subsidiary
Officer of an Affiliated Entity against expenses (including attorneys' fees and
disbursements) and costs actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and only to the extent that, the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses and costs as the Court of Chancery of the State of
Delaware or such other court shall deem proper.

The Corporation maintains directors' and officers' liability insurance.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:

<TABLE>
<CAPTION>
 EXHIBIT NO.                                             DESCRIPTION
 -----------          ----------------------------------------------------------------------------------
     <S>              <C>
     4.1              Form of Restated Certificate of Incorporation of the Corporation (incorporated
                      herein  by reference to Exhibit 3.1 to the Corporation's Registration Statement on
                      Form S-1, No. 33-91102)

     4.2              Form of Restated By-Laws of the Corporation (incorporated herein  by reference to
                      Exhibit 3.2 to the Corporation's Registration Statement on Form S-1, No. 33-
                      91102)

     4.3              The Carbide/Graphite Group, Inc. Savings Investment Plan (filed herewith)

     23.1             Consent of  Coopers & Lybrand L.L.P. (filed herewith)

     24.1             Power of Attorney (set forth on signature page of this Registration Statement)
</TABLE>


The registrant will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the Plan.

                                     II - 2


<PAGE>   4





ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                            (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                          (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                     * * *

(h)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II - 3


<PAGE>   5



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on this 26th day of November, 1996.

                                      The Carbide/Graphite Group, Inc.

                                      By: /s/ Nicholas T. Kaiser
                                          -------------------------------------
                                          Nicholas T. Kaiser
                                          President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of The Carbide/Graphite Group, Inc. hereby constitutes and
appoints Nicholas T. Weaver and Stephen D. Weaver, and each of them, his true
and lawful attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act of 1933, including
post-effective amendments and other related documents, and to file the same
with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities indicated on November 26, 1996:

<TABLE>
<CAPTION>
      Signature                                         Title
<S>                             <C>
/s/ Nicholas T. Kaiser*         Chairman of the Board, Chief Executive Officer, President
-----------------------------   and Director (Principal Executive Officer)
Nicholas T. Kaiser

/s/ Ronald N. Clawson*          President-Carbide Products Division and Director
-----------------------------
Ronald N. Clawson

/s/ Walter B. Fowler*           President-Electrodes and Graphite Speciality Products
-----------------------------   Division and Director
Walter B. Fowler

/s/ Stephen D. Weaver           Vice President-Finance and Chief Financial Officer
-----------------------------   (Principal Financial Officer)
Stephen D. Weaver

/s/ Jeffrey T. Jones            Controller-Corporate Finance (Principal Accounting
-----------------------------   Officer)
Jeffrey T. Jones

/s/ James G. Baldwin*           Director
-----------------------------
James G. Baldwin

/s/ Paul F. Balser*             Director
-----------------------------
Paul F. Balser

                                Director
-----------------------------
James R. Ball  

                                Director
-----------------------------
Ronald B. Kalich

/s/ Robert M. Howe*              Director
-----------------------------
Robert M. Howe

-----------------------------
* Signatures representing a majority of the
  Company's Board of Directors

</TABLE>


<PAGE>   6
                                   SIGNATURES

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrator of The Carbide/Graphite Group, Inc. Savings Investment Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
OF Pennsylvania, on November 26, 1996.

                                         THE CARBIDE/GRAPHITE GROUP, INC.
                                         SAVINGS INVESTMENT PLAN


                                         By: /s/ Walter E. Damian
                                             ------------------------------
                                             Walter E. Damian
                                             Plan Administrator


<PAGE>   7



                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                        SEQUENTIAL
   EXHIBIT                                                                                 PAGE
     NO.                                      DESCRIPTION                                 NUMBER
--------------        -----------------------------------------------------------     --------------
     <S>              <C>                                                             <C>
     4.1              Form of Restated Certificate of Incorporation (incorporated
                      herein  by reference to Exhibit 3.1 to the Corporation's
                      Registration Statement on Form S-1, No. 33-91102)

     4.2              Form of Restated Bylaws (incorporated herein  by reference
                      to Exhibit 3.2 to the Corporation's Registration Statement
                      on Form S-1, No. 33-91102)

     4.3              The Carbide/Graphite Group, Inc. Savings Plan

     23.1             Consent of Coopers & Lybrand L.L.P.

     24.1             Power of Attorney (set forth on signature page to this
                      Registration Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CARBIDE/GRAPHITE GROUP, INC.  S-8", "secsgml_size_bytes": 22043}]
{"company-data": {"conformed-name": "CARBIDE GRAPHITE GROUP INC /DE/", "cik": "0000888918", "assigned-sic": "3620", "irs-number": "251575609", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16843", "film-number": "96672776"}, "business-address": {"street1": "ONE GATEWAY CTR", "street2": "19TH FL", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4125623700"}, "mail-address": {"street1": "ONE GATEWAY CTR", "street2": "19TH FL", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
1
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                        THE CARBIDE/GRAPHITE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              25-1575609
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

    ONE GATEWAY CENTER, 19TH FLOOR
       PITTSBURGH, PENNSYLVANIA                                         15222
(Address of principal executive offices)                             (Zip Code)

            THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                               NICHOLAS T. KAISER
                            CHIEF EXECUTIVE OFFICER
                         ONE GATEWAY CENTER, 19TH FLOOR
                         PITTSBURGH, PENNSYLVANIA 15222
                    (Name and address of agent for service)

                                 (412) 562-3700
         (Telephone number, including area code, of agent for service)

                                  ------------

                        Copies of all communications to:
                            DAVID A. GERSON, ESQUIRE
                          MORGAN, LEWIS & BOCKIUS LLP
                               ONE OXFORD CENTRE
                           PITTSBURGH, PA 15219-1417
                                 (412) 560-3300
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                  Proposed Maximum      Proposed Maximum         Amount of
                                              Amount to be       Offering Price Per    Aggregate Offering      Registration
  TITLE OF SECURITIES TO BE REGISTERED         Registered             Share(2)              Price(2)              Fee(2)
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
The Carbide/Graphite Group, Inc. Savings        100,000 shares        $19.625               $1,962,500            $677     
Investment Plan (1)
===========================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.  Pursuant to Rule 457(h)(2), a separate fee is not
     required with respect to the plan interests.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h). The fee is calculated on the basis of the average
     of the high and low sale prices of the registrant's Common Stock reported
     on the Nasdaq National Market on November 22, 1996.

=============================================================================
2

This Registration Statement on Form S-8 (the "Registration Statement") of The
Carbide/Graphite Group, Inc. (the "Corporation") relates to (i) the
registration of the offer and sale of up to an aggregate of 100,000 shares of
the Corporation's Common Stock, par value $.01 per share ("Common Stock"),
pursuant to The Carbide/Graphite Group, Inc. Savings Investment Plan (the
"Plan") and (ii) the registration of an indeterminate number of interests in
the Plan .

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Corporation with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement.

         1.       The Corporation's Form 10-K, filed with the Commission for
the fiscal year ended July 31, 1996.

         2.       The Corporation's Form 11-K, filed with the Commission for
the Plan fiscal year ended December 31, 1995.

         3.       The Corporation's Form 8-K, dated September 23, 1996.

         4.       The description of the Corporation's Common Stock contained in
the Corporation's Registration Statement on Form 8-A filed on September 12, 1995
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments and reports updating such description.

All documents subsequently filed by the Corporation and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the Plan meeting the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits
a corporation, in its certificate of incorporation, to limit or eliminate the
liability of a director to the corporation or its stockholders for monetary
damages for breaches of fiduciary duty, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) any matter in respect of which such director
shall be liable under Section 174 of the DGCL or any amendment thereto or
successor provision thereof, or (iv) any transaction from which the director
derived an improper personal benefit. The Corporation's Certificate of
Incorporation provides that the personal liability of directors of the
Corporation is eliminated to the fullest extent permitted by Section 102(b)(7)
of the DGCL. If the DGCL is amended to authorize further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation shall be eliminated to the fullest extent permitted by the DGCL.

                                     II - 1
3

Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article VII of the
Corporation's Restated By-Laws provides that the Corporation, to the full
extent permitted, and in the manner required, by the laws of the State of
Delaware, shall indemnify any person who was or is made a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (including any appeal thereof), whether civil, criminal,
administrative, regulatory or investigative in nature (other than an action by
or in right of the Corporation) by reason of the fact such person is or was a
director or officer of the Corporation, or, if at a time when he or she was a
director or officer of the Corporation, is or was, either serving at the
request of, or to represent the interests of, the Corporation as a director,
officer, partner, trustee, fiduciary, employee or agent (a "Subsidiary
Officer") of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (an "Affiliated Entity"), against expenses
(including attorneys' fees and disbursements), costs, judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner which such person reasonably believed to be
in the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.

With respect to any action, suit or proceeding, by or in the right of the
Corporation, the Corporation's Restated By-Laws provide that the Corporation,
to the full extent permitted, and in the manner required, by the laws of the
State of Delaware, shall indemnify any person who was or is made a party to or
is threatened to be made a party to any threatened, pending or completed action
or suit (including any appeal thereof) by reason of the fact that such person
is or was a director or officer of the Corporation, is or was serving at the
request of, or to represent the interests of, the Corporation as a Subsidiary
Officer of an Affiliated Entity against expenses (including attorneys' fees and
disbursements) and costs actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and only to the extent that, the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses and costs as the Court of Chancery of the State of
Delaware or such other court shall deem proper.

The Corporation maintains directors' and officers' liability insurance.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:
EXHIBIT NO.                                             DESCRIPTION
 -----------          ----------------------------------------------------------------------------------
4.1              Form of Restated Certificate of Incorporation of the Corporation (incorporated
                      herein  by reference to Exhibit 3.1 to the Corporation's Registration Statement on
                      Form S-1, No. 33-91102)

     4.2              Form of Restated By-Laws of the Corporation (incorporated herein  by reference to
                      Exhibit 3.2 to the Corporation's Registration Statement on Form S-1, No. 33-
                      91102)

     4.3              The Carbide/Graphite Group, Inc. Savings Investment Plan (filed herewith)

     23.1             Consent of  Coopers & Lybrand L.L.P. (filed herewith)

     24.1             Power of Attorney (set forth on signature page of this Registration Statement)
The registrant will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the Plan.

                                     II - 2
4

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                            (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                          (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                     * * *

(h)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     II - 3
5

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on this 26th day of November, 1996.

                                      The Carbide/Graphite Group, Inc.

                                      By: /s/ Nicholas T. Kaiser
                                          -------------------------------------
                                          Nicholas T. Kaiser
                                          President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of The Carbide/Graphite Group, Inc. hereby constitutes and
appoints Nicholas T. Weaver and Stephen D. Weaver, and each of them, his true
and lawful attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act of 1933, including
post-effective amendments and other related documents, and to file the same
with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities indicated on November 26, 1996:
Signature                                         Title
/s/ Nicholas T. Kaiser*         Chairman of the Board, Chief Executive Officer, President
-----------------------------   and Director (Principal Executive Officer)
Nicholas T. Kaiser

/s/ Ronald N. Clawson*          President-Carbide Products Division and Director
-----------------------------
Ronald N. Clawson

/s/ Walter B. Fowler*           President-Electrodes and Graphite Speciality Products
-----------------------------   Division and Director
Walter B. Fowler

/s/ Stephen D. Weaver           Vice President-Finance and Chief Financial Officer
-----------------------------   (Principal Financial Officer)
Stephen D. Weaver

/s/ Jeffrey T. Jones            Controller-Corporate Finance (Principal Accounting
-----------------------------   Officer)
Jeffrey T. Jones

/s/ James G. Baldwin*           Director
-----------------------------
James G. Baldwin

/s/ Paul F. Balser*             Director
-----------------------------
Paul F. Balser

                                Director
-----------------------------
James R. Ball  

                                Director
-----------------------------
Ronald B. Kalich

/s/ Robert M. Howe*              Director
-----------------------------
Robert M. Howe

-----------------------------
* Signatures representing a majority of the
  Company's Board of Directors
6
                                   SIGNATURES

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrator of The Carbide/Graphite Group, Inc. Savings Investment Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
OF Pennsylvania, on November 26, 1996.

                                         THE CARBIDE/GRAPHITE GROUP, INC.
                                         SAVINGS INVESTMENT PLAN

                                         By: /s/ Walter E. Damian
                                             ------------------------------
                                             Walter E. Damian
                                             Plan Administrator
7

                                 EXHIBIT INDEX
SEQUENTIAL
   EXHIBIT                                                                                 PAGE
     NO.                                      DESCRIPTION                                 NUMBER
--------------        -----------------------------------------------------------     --------------
4.1              Form of Restated Certificate of Incorporation (incorporated
                      herein  by reference to Exhibit 3.1 to the Corporation's
                      Registration Statement on Form S-1, No. 33-91102)

     4.2              Form of Restated Bylaws (incorporated herein  by reference
                      to Exhibit 3.2 to the Corporation's Registration Statement
                      on Form S-1, No. 33-91102)

     4.3              The Carbide/Graphite Group, Inc. Savings Plan

     23.1             Consent of Coopers & Lybrand L.L.P.

     24.1             Power of Attorney (set forth on signature page to this
                      Registration Statement)