As filed with the Securities and Exchange Commission on June 23, 1998
                                                       Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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               One Gateway Center, 19th Floor            25-1575609
(State of                Pittsburgh, Pennsylvania 15222        (I.R.S. Employer
 Incorporation)     (Address of principal executive offices)      ID Number)


                  1995 STOCK-BASED INCENTIVE COMPENSATION PLAN
                     1996 NON EMPLOYEE DIRECTOR STOCK-BASED
                           INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                Walter B. Fowler
                             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:

                            Roger Mulvihill, Esquire
                             Dechert Price & Rhoads
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3500

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                     Proposed                Proposed maximum
Title of                      Amount                 maximum                 aggregate offering       Amount of
securities                    to be                  offering                price(2)                 registration
to be registered              registered(1)          price per share(2)                               fee(3)
<S>                           <C>                    <C>                     <C>                      <C>

Common Stock, par value
$.01 per share                500,000 Shares         $28.0625                $14,031,250              $4,139.22

</TABLE>

(1)  This  Registration  Statement  of The  Carbide/Graphite  Group,  Inc.  (the
"Corporation")  relates  to the  registration  of the offer and sale of up to an
aggregate of 400,000 shares of the  Corporation's  Common Stock,  par value $.01
per  share  ("Common  Stock"),   pursuant  to  the  1995  Stock-Based  Incentive
Compensation  Plan and up to an aggregate of 100,000  shares of the Common Stock
pursuant to the 1996 Non Employee Director  Stock-Based  Incentive  Compensation
Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to  paragraphs  (c) and (h) of Rule 457. 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 June 19, 1998.

(3) Calculated  pursuant to Section 6(b) as follows:  proposed maximum aggregate
offering price multiplied by .000295.


<PAGE>

                                     PART I

               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 in this
Registration Statement.

     1. The  Corporation's  Form 10-K,  filed with the Commission for the fiscal
year ended July 31, 1997.

     2. All other  reports  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since July 31, 1997.

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

     All documents  subsequently  filed by the  Corporation  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.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The  validity  of the  shares of Common  Stock  registered  hereby has been
passed upon by Dechert Price & Rhoads,  New York, New York. Roger  Mulvihill,  a
partner of Dechert  Price & Rhoads,  is the  Secretary  of the  Company and owns
8,000 shares of the Common Stock.

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.

     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),  judgments,  fines and amounts paid in settlement 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

                                        1

<PAGE>



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 7.  Exemption from Registration Claimed.

                  Not applicable.


                                        2

<PAGE>



Item 8.  Exhibits.

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

     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)

     5  - Opinion of Dechert Price & Rhoads as to the legality of the securities
being registered

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

   23.2 - Consent  of  Dechert  Price & Rhoads  (contained  in Exhibit 5 filed
herewith)

     24 - Power of Attorney  (set forth on signature  page of this  Registration
Statement)



Item 9.  Undertakings.

Undertakings required by Item 512(a)
of Regulation S-K

     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 of 1933.

     (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  (1)(i)  and  (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.


                                        3

<PAGE>



Undertakings required by Item 512(b)
of Regulation S-K

     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.


Undertakings required by Item 512(h)
of Regulation S-K

     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.



                                        4

<PAGE>



                                   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 22 day of June, 1998.

                        THE CARBIDE/GRAPHITE GROUP, INC.


                                      By  /s/ Walter B. Fowler
                                          Walter B. Fowler
                                          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
Walter B. Fowler 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 and on the date indicated.



                  By  /s/ Walter B. Fowler *
                      Walter B. Fowler
                      Chairman of the Board, Chief Executive Officer, President
                        and Director (Principal Executive Officer)
                      Date:  June 22, 1998


                  By  /s/ Stephen D. Weaver
                      Stephen D. Weaver
                      Vice-President-Finance and Chief Financial Officer
                      (Principal Financial Officer)
                      Date:  June 22, 1998

                  By  /s/ Jeffrey T. Jones
                      Jeffrey T. Jones
                      Controller-Corporate Finance
                      (Principal Accounting Officer)
                      Date:  June 22, 1998



                                        5

<PAGE>



                  By  /s/ James G. Baldwin *
                      James G. Baldwin
                      Director
                      Date:  June 19, 1998


                  By
                      Paul F. Balser
                      Director
                      Date:_____________


                  By
                      James R. Ball
                      Director
                      Date:_____________


                  By
                      Robert M. Howe
                      Director
                      Date:_____________


                  By  /s/  Nicholas T. Kaiser *
                      Nicholas T. Kaiser
                      Director
                      Date:  June 19, 1998


                  By  /s/ Ronald B. Kalich *
                      Ronald B. Kalich
                      Director
                      Date:  June 22, 1998


                  By  /s/ C.E. Slater *
                      Charles E. Slater
                      Director
                      Date  June 22, 1998



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



                                        6

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.     Document


     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)

     5          Opinion of Dechert Price & Rhoads as to the legality of the
                securities being registered

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

     23.2       Consent of Dechert Price & Rhoads (contained in
                Exhibit 5 filed herewith)

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




                                        7
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{"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": "333-57543", "film-number": "98652833"}, "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"}}
As filed with the Securities and Exchange Commission on June 23, 1998
                                                       Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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               One Gateway Center, 19th Floor            25-1575609
(State of                Pittsburgh, Pennsylvania 15222        (I.R.S. Employer
 Incorporation)     (Address of principal executive offices)      ID Number)

                  1995 STOCK-BASED INCENTIVE COMPENSATION PLAN
                     1996 NON EMPLOYEE DIRECTOR STOCK-BASED
                           INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                Walter B. Fowler
                             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:

                            Roger Mulvihill, Esquire
                             Dechert Price & Rhoads
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3500

                         CALCULATION OF REGISTRATION FEE
Proposed                Proposed maximum
Title of                      Amount                 maximum                 aggregate offering       Amount of
securities                    to be                  offering                price(2)                 registration
to be registered              registered(1)          price per share(2)                               fee(3)
Common Stock, par value
$.01 per share                500,000 Shares         $28.0625                $14,031,250              $4,139.22
(1)  This  Registration  Statement  of The  Carbide/Graphite  Group,  Inc.  (the
"Corporation")  relates  to the  registration  of the offer and sale of up to an
aggregate of 400,000 shares of the  Corporation's  Common Stock,  par value $.01
per  share  ("Common  Stock"),   pursuant  to  the  1995  Stock-Based  Incentive
Compensation  Plan and up to an aggregate of 100,000  shares of the Common Stock
pursuant to the 1996 Non Employee Director  Stock-Based  Incentive  Compensation
Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to  paragraphs  (c) and (h) of Rule 457. 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 June 19, 1998.

(3) Calculated  pursuant to Section 6(b) as follows:  proposed maximum aggregate
offering price multiplied by .000295.
PART I

               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 in this
Registration Statement.

     1. The  Corporation's  Form 10-K,  filed with the Commission for the fiscal
year ended July 31, 1997.

     2. All other  reports  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since July 31, 1997.

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

     All documents  subsequently  filed by the  Corporation  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.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The  validity  of the  shares of Common  Stock  registered  hereby has been
passed upon by Dechert Price & Rhoads,  New York, New York. Roger  Mulvihill,  a
partner of Dechert  Price & Rhoads,  is the  Secretary  of the  Company and owns
8,000 shares of the Common Stock.

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.

     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),  judgments,  fines and amounts paid in settlement 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

                                        1
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 7.  Exemption from Registration Claimed.

                  Not applicable.

                                        2
Item 8.  Exhibits.

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

     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)

     5  - Opinion of Dechert Price & Rhoads as to the legality of the securities
being registered

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

   23.2 - Consent  of  Dechert  Price & Rhoads  (contained  in Exhibit 5 filed
herewith)

     24 - Power of Attorney  (set forth on signature  page of this  Registration
Statement)

Item 9.  Undertakings.

Undertakings required by Item 512(a)
of Regulation S-K

     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 of 1933.

     (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  (1)(i)  and  (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.

                                        3
Undertakings required by Item 512(b)
of Regulation S-K

     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.

Undertakings required by Item 512(h)
of Regulation S-K

     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.

                                        4
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 22 day of June, 1998.

                        THE CARBIDE/GRAPHITE GROUP, INC.

                                      By  /s/ Walter B. Fowler
                                          Walter B. Fowler
                                          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
Walter B. Fowler 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 and on the date indicated.

                  By  /s/ Walter B. Fowler *
                      Walter B. Fowler
                      Chairman of the Board, Chief Executive Officer, President
                        and Director (Principal Executive Officer)
                      Date:  June 22, 1998

                  By  /s/ Stephen D. Weaver
                      Stephen D. Weaver
                      Vice-President-Finance and Chief Financial Officer
                      (Principal Financial Officer)
                      Date:  June 22, 1998

                  By  /s/ Jeffrey T. Jones
                      Jeffrey T. Jones
                      Controller-Corporate Finance
                      (Principal Accounting Officer)
                      Date:  June 22, 1998

                                        5
By  /s/ James G. Baldwin *
                      James G. Baldwin
                      Director
                      Date:  June 19, 1998

                  By
                      Paul F. Balser
                      Director
                      Date:_____________

                  By
                      James R. Ball
                      Director
                      Date:_____________

                  By
                      Robert M. Howe
                      Director
                      Date:_____________

                  By  /s/  Nicholas T. Kaiser *
                      Nicholas T. Kaiser
                      Director
                      Date:  June 19, 1998

                  By  /s/ Ronald B. Kalich *
                      Ronald B. Kalich
                      Director
                      Date:  June 22, 1998

                  By  /s/ C.E. Slater *
                      Charles E. Slater
                      Director
                      Date  June 22, 1998

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

                                        6
EXHIBIT INDEX

Exhibit No.     Document

     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)

     5          Opinion of Dechert Price & Rhoads as to the legality of the
                securities being registered

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

     23.2       Consent of Dechert Price & Rhoads (contained in
                Exhibit 5 filed herewith)

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

                                        7