content: As filed with the Securities and Exchange Commission on April 17, 2003
                                                   Registration No. 333-_________
  _______________________________________________________________________________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              ________________________
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                              ________________________
  
                            SGL CARBON AKTIENGESELLSCHAFT
               (Exact name of Registrant as specified in its charter)
  
    FEDERAL REPUBLIC OF GERMANY                              NOT APPLICABLE
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)
  
                                 Rheingaustrasse 182
                                  D-65203 Wiesbaden
                                       Germany
                (Address of Registrant's Principal Executive Offices)
  
                   SGL CARBON AKTIENGESELLSCHAFT STOCK OPTION PLAN
         SGL CARBON AKTIENGESELLSCHAFT SHARE PLAN REGARDING MATCHING SHARES
                              (Full title of the plans)
                              ________________________
  
                                  Anna Blackwelder
                                   SGL Carbon LLC
                                   P.O. Box 563960
                        Charlotte, North Carolina 28256-3960
                                Tel.: (704) 593-5282
  
              (Name, address and telephone number of agent for service)
  
                                   With a copy to:
  
  <TABLE>
  <CAPTION>
                <S>                                     <C>
              Stephan Hutter, Esq.            Doreen E. Lilienfeld, Esq.
              Shearman & Sterling                Shearman & Sterling
              Gervinusstrasse 17                 599 Lexington Avenue
                    D-60322                    New York, New York  10022
               Frankfurt am Main,                Tel.: (212) 848-4000
          Federal Republic of Germany
           Tel.: 011-49-69-9711-1000
  
  </TABLE>
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===================================================================================================================
                 TITLE OF SECURITIES TO BE         AMOUNT TO       PROPOSED           PROPOSED         AMOUNT OF
                         REGISTERED                    BE           MAXIMUM            MAXIMUM        REGISTRATION
                                                  REGISTERED     OFFERING PRICE       AGGREGATE            FEE
                                                                  PER SHARE (2)     OFFERING PRICE
  -------------------------------------------------------------------------------------------------------------------
  <S>                                                 <C>              <C>               <C>               <C>
  Ordinary Bearer Shares of Registrant (1)
  -------------------------------------------------------------------------------------------------------------------
  SGL CARBON Aktiengesellschaft Stock               151,500          $13.74            $2,081,610        $168.40
                                               ----------------------------------------------------------------------
  Option Plan                                       198,500          $36.54            $7,253,190        $586.78
  -------------------------------------------------------------------------------------------------------------------
  SGL CARBON Aktiengesellschaft Share                50,000          $13.74              $687,000         $55.58
  Plan Regarding Matching Shares
  -------------------------------------------------------------------------------------------------------------------
                           TOTAL                    400,000                           $10,021,800        $810.76
  ===================================================================================================================
  
  </TABLE>
  
     (1)   This registration statement on Form S-8 (this "REGISTRATION
           STATEMENT") shall also cover any additional shares of SGL
           Corporation's (the "REGISTRANT") Ordinary Bearer Shares, no par value
           (the "ORDINARY SHARES"), which become issuable under either the SGL
           CARBON Aktiengesellschaft Stock Option Plan (the "OPTION PLAN") or SGL
           CARBON Aktiengesellschaft Share Plan Regarding Matching Shares (the
           "MATCHING SHARES PLAN", together with the Option Plan, the "PLANS") by
           reason of any stock dividend, stock split, recapitalization or any
           other similar transaction effected without the receipt of
           consideration which results in an increase in the number of the
           Registrant's outstanding Ordinary Shares.
  
  
     (2)   Estimated in accordance with Rules 457(c) and 457(h) under the
           Securities Act solely for the purpose of determining the registration
           fee.  Estimate based on the average of the high and low prices of the
           Ordinary Shares reported on the Frankfurt Stock Exchange on April 11,
           2003, except that stock options to purchase 198,500 Ordinary Shares at
           an average fixed price of US$36.54 have been granted under the Option
           Plan as of this date of this Registration Statement.  For purposes of
           calculating the filing fee, the offering price per share and closing
           price of the Ordinary Shares has been converted from euro to U.S.
           Dollars using the noon buying rate in New York, New York for cable
           transfers in euro as certified for customs purposes by the Federal
           Reserve Bank on April 11, 2003.
  
  
  
  
  
  
  
  
  
  
  
  
                                         2
  
  <PAGE>
  
                                      PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The documents containing the information specified in Part I, Items
  1 and 2, will be delivered to employees in accordance with the "Note" to Part I
  of Form S-8 and Rule 428 of the Securities Act.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         3
  
  <PAGE>
  
                                      PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
           ----------------------------------------
              The  following documents filed with the Commission are incorporated
  by reference as of  their respective dates into this Registration Statement and
  shall be deemed a part hereof:
  
              (i)   the  Registrant's  Annual Report on Form 20-F, filed with the
                    Commission on April 14, 2003 (No. 001-14398); and
  
              (ii)  the Registrant's Registration  Statement  on  Form 8-A, filed
                    with  the  Commission on May 17, 1996 (No. 001-14398),  which
                    incorporates   by  reference  the  Registrant's  Registration
                    Statement on Form  F-1,  filed with the Commission on May 17,
                    1996 (No. 333-04824), which  includes  a  description  of the
                    Ordinary Shares of the Registrant.
  
              All  documents  filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities  Exchange  Act  of  1934, as amended (the
  "EXCHANGE ACT"), subsequent to the date of the filing hereof  and  prior to the
  filing  of  a  post-effective  amendment  to this Registration Statement  which
  indicates that all securities offered have  been  sold or which deregisters all
  securities  then  remaining  unsold  shall  be  deemed to  be  incorporated  by
  reference in this Registration Statement and to be  a part hereof from the date
  of filing of such documents.
  
              Any  statement  contained  in  a  document incorporated  or  deemed
  incorporated by reference in this Registration  Statement shall be deemed to be
  modified  or  superseded  for purposes of this Registration  Statement  to  the
  extent that a statement contained  herein  or  in  any other subsequently filed
  document  which  also is or is deemed to be incorporated  by  reference  herein
  modifies or supersedes  such  statement.   Any  such  statement  so modified or
  superseded  shall  not  be  deemed,  except  as  so modified or superseded,  to
  constitute a part of this Registration Statement.
  
  Item 4.  DESCRIPTION OF SECURITIES.
           --------------------------
           Not applicable.
  
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           ---------------------------------------
           The legal opinion attached to this Registration Statement as Exhibit 5
  was issued by Helmut Muehlbradt.  Mr. Muehlbradt is General Counsel of the
  Registrant.  Mr. Muehlbradt beneficially owns, or has the right to acquire
  under the Plans, an aggregate of less than 1% of the Registrant's Ordinary
  Shares.
  
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
           ------------------------------------------
           The laws of Germany make no provision for indemnification of directors
  and officers.  The Registrant has liability insurance for all present, future
  or retired general managers, members of the Board of Management, members of the
  Supervisory Board and members of the Advisory Boards of the Registrant or any
  of its subsidiaries, including insurance against liabilities arising under the
  Securities Act.
  
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           ------------------------------------
           Not applicable.
  
  
  Item 8.  EXHIBITS.
           ---------
           See Exhibit list on page 9 of this Registration Statement.
  
                                         4
  
  <PAGE>
  
  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 to include any material
                          information with respect to the plan of distribution
                          not previously disclosed in this Registration Statement
                          or any material change to such information in the
                          Registration Statement;
  
                    (2)   That, for the purpose of determining any liabilities
                          under the Securities Act, 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;
                          and
  
                    (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, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
              (c)   Insofar as indemnification for liabilities arising under the
  Securities Act 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 Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
  
  
  
  
  
  
  
  
                                         5
  
  <PAGE>
                                    SIGNATURES
  
              Pursuant to the requirements of the Securities  Act, 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 Wiesbaden, Germany on this 17 day of April, 2003.
  
                                      SGL CARBON AKTIENGESELLSCHAFT
  
  
                                      By:    /s/ Dr. Bruno Toniolo
                                         -------------------------------------
                                      Name:  Dr. Bruno Toniolo
                                      Title: Chief Financial Officer, Member of
                                             the Board of Management
  
  
                                      By:    /s/ Helmut Muehlbradt
                                         --------------------------------------
                                      Name:  Helmut Muehlbradt
                                      Title: General Counsel
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          6
  
  <PAGE>
  
              KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature to
  this Registration  Statement appears below hereby  constitutes and appoints each
  of  Helmut  Muehlbradt  and  Branka  Koren  as  such  person's  true  and lawful
  attorney-in-fact  and agent, with full power of substitution and resubstitution,
  for such  person and in such  person's  name,  place and  stead,  in any and all
  capacities,  to sign  any  and all  amendments  to the  Registration  Statement,
  including post-effective  amendments, and registration statements filed pursuant
  to Rule 462 under the  Securities  Act, and to file the same,  with all exhibits
  thereto, and other documents in connection therewith,  with the Commission,  and
  does  hereby  grant  unto each said  attorney-in-fact  and agent  full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the  premises,  as fully to all intents and  purposes as
  such person might or could do in person,  hereby  ratifying and  confirming  all
  that each said  attorney-in-fact  and agent,  or any  substitute  therefor,  may
  lawfully do or cause to be done by virtue hereof.
  
              Pursuant  to  the   requirements   of  the   Securities   Act,  this
  Registration  Statement  has  been  signed  by  the  following  persons  in  the
  capacities indicated as of the 17 day of April, 2003.
  
  
  <TABLE>
  <CAPTION>
  
  Signature                                          Capacity
  ---------                                          --------
  <S>                           <C>
  
  /s/  Robert J. Koehler
  ---------------------------
  Robert J. Koehler             Chief Executive Officer, Chairman of the Board of Management
  
  
  
  /s/  Dr. Bruno Toniolo
  ---------------------------
  Dr. Bruno Toniolo             Chief Financial Officer, Member of the Board of Management
  
  
  
  /s/  Theodore H. Breyer
  ---------------------------
  Theodore H. Breyer            Member of the Board of Management
  
  
  
  /s/  Dr. Hariolf Kottmann
  ----------------------------
  Dr. Hariolf Kottmann          Member of the Board of Management
  
  
  
  /s/  Dr. Klaus Warning
  ----------------------------
  Dr. Klaus Warning             Member of the Board of Management
  
  </TABLE>
  
  
  
  
  
  
  
  
                                         7
  
  <PAGE>
  
              SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
  
              Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
  amended, the undersigned,  the duly authorized  representative of the Registrant
  in the United  States,  has signed  this  Registration  Statement  or  amendment
  thereto in Charlotte, North Carolina, on April 17, 2003.
  
  <TABLE>
  <CAPTION>
                                              SGL CARBON LLC
  <S>                                         <C>
  
                                              By:    /s/  Peter Hoffman
                                                     ----------------------------
                                                     Name:  Peter Hoffman
                                                     Title: President
  </TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        8
  <PAGE>
  
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER    DESCRIPTION
  -------   -----------
  <S>       <C>
   4.1      The Registrant's Articles of Incorporation (Satzung), as amended (incorporated herein by reference to the Registrant's
            Annual Report on Form 20-F, filed with the Commission on July 1, 2002 (No. 001-14398)).
  4.2*      SGL CARBON Aktiengesellschaft Stock Option Plan (English Translation).
  4.3*      SGL CARBON Aktiengesellschaft Share Plan Regarding Matching Shares.
   5*       Opinion of Helmut Muhlbradt, General Counsel of the Registrant, regarding the legality of securities being offered
            hereby.
  23.1*     Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftspruefungsgesellschaft, independent
            accountants.
  23.2*     Consent of BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftspruefungsgesellschaft, Munich, independent
            accountants.
  23.3*     Consent of Helmut Muhlbradt, General Counsel of the Registrant (contained in Exhibit 5).
  24.1*     Powers of Attorney (included on signature page to this Registration Statement).
  
  </TABLE>
  ________________________
  
  * Filed herewith.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          9
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "c87472.txt", "description": "S8 FILING", "secsgml_size_bytes": 18741}]
metadata_filer: {"company-data": {"conformed-name": "SGL CARBON AKTIENGESELLSCHAFT", "cik": "0001015111", "assigned-sic": "3620", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104610", "film-number": "03654579"}, "business-address": {"street1": "RHEINGAUSTRASSE 182", "city": "WEISBADEN GERMANY", "state": "I8", "zip": "D-65203"}}
text: As filed with the Securities and Exchange Commission on April 17, 2003
                                                   Registration No. 333-_________
  _______________________________________________________________________________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              ________________________
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                              ________________________
  
                            SGL CARBON AKTIENGESELLSCHAFT
               (Exact name of Registrant as specified in its charter)
  
    FEDERAL REPUBLIC OF GERMANY                              NOT APPLICABLE
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)
  
                                 Rheingaustrasse 182
                                  D-65203 Wiesbaden
                                       Germany
                (Address of Registrant's Principal Executive Offices)
  
                   SGL CARBON AKTIENGESELLSCHAFT STOCK OPTION PLAN
         SGL CARBON AKTIENGESELLSCHAFT SHARE PLAN REGARDING MATCHING SHARES
                              (Full title of the plans)
                              ________________________
  
                                  Anna Blackwelder
                                   SGL Carbon LLC
                                   P.O. Box 563960
                        Charlotte, North Carolina 28256-3960
                                Tel.: (704) 593-5282
  
              (Name, address and telephone number of agent for service)
  
                                   With a copy to:
  Stephan Hutter, Esq.            Doreen E. Lilienfeld, Esq.
              Shearman & Sterling                Shearman & Sterling
              Gervinusstrasse 17                 599 Lexington Avenue
                    D-60322                    New York, New York  10022
               Frankfurt am Main,                Tel.: (212) 848-4000
          Federal Republic of Germany
           Tel.: 011-49-69-9711-1000
  CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
                 TITLE OF SECURITIES TO BE         AMOUNT TO       PROPOSED           PROPOSED         AMOUNT OF
                         REGISTERED                    BE           MAXIMUM            MAXIMUM        REGISTRATION
                                                  REGISTERED     OFFERING PRICE       AGGREGATE            FEE
                                                                  PER SHARE (2)     OFFERING PRICE
  -------------------------------------------------------------------------------------------------------------------
  Ordinary Bearer Shares of Registrant (1)
  -------------------------------------------------------------------------------------------------------------------
  SGL CARBON Aktiengesellschaft Stock               151,500          $13.74            $2,081,610        $168.40
                                               ----------------------------------------------------------------------
  Option Plan                                       198,500          $36.54            $7,253,190        $586.78
  -------------------------------------------------------------------------------------------------------------------
  SGL CARBON Aktiengesellschaft Share                50,000          $13.74              $687,000         $55.58
  Plan Regarding Matching Shares
  -------------------------------------------------------------------------------------------------------------------
                           TOTAL                    400,000                           $10,021,800        $810.76
  ===================================================================================================================
  (1)   This registration statement on Form S-8 (this "REGISTRATION
           STATEMENT") shall also cover any additional shares of SGL
           Corporation's (the "REGISTRANT") Ordinary Bearer Shares, no par value
           (the "ORDINARY SHARES"), which become issuable under either the SGL
           CARBON Aktiengesellschaft Stock Option Plan (the "OPTION PLAN") or SGL
           CARBON Aktiengesellschaft Share Plan Regarding Matching Shares (the
           "MATCHING SHARES PLAN", together with the Option Plan, the "PLANS") by
           reason of any stock dividend, stock split, recapitalization or any
           other similar transaction effected without the receipt of
           consideration which results in an increase in the number of the
           Registrant's outstanding Ordinary Shares.
  
     (2)   Estimated in accordance with Rules 457(c) and 457(h) under the
           Securities Act solely for the purpose of determining the registration
           fee.  Estimate based on the average of the high and low prices of the
           Ordinary Shares reported on the Frankfurt Stock Exchange on April 11,
           2003, except that stock options to purchase 198,500 Ordinary Shares at
           an average fixed price of US$36.54 have been granted under the Option
           Plan as of this date of this Registration Statement.  For purposes of
           calculating the filing fee, the offering price per share and closing
           price of the Ordinary Shares has been converted from euro to U.S.
           Dollars using the noon buying rate in New York, New York for cable
           transfers in euro as certified for customs purposes by the Federal
           Reserve Bank on April 11, 2003.
  
                                         2
  PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The documents containing the information specified in Part I, Items
  1 and 2, will be delivered to employees in accordance with the "Note" to Part I
  of Form S-8 and Rule 428 of the Securities Act.
  
                                         3
  PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
           ----------------------------------------
              The  following documents filed with the Commission are incorporated
  by reference as of  their respective dates into this Registration Statement and
  shall be deemed a part hereof:
  
              (i)   the  Registrant's  Annual Report on Form 20-F, filed with the
                    Commission on April 14, 2003 (No. 001-14398); and
  
              (ii)  the Registrant's Registration  Statement  on  Form 8-A, filed
                    with  the  Commission on May 17, 1996 (No. 001-14398),  which
                    incorporates   by  reference  the  Registrant's  Registration
                    Statement on Form  F-1,  filed with the Commission on May 17,
                    1996 (No. 333-04824), which  includes  a  description  of the
                    Ordinary Shares of the Registrant.
  
              All  documents  filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities  Exchange  Act  of  1934, as amended (the
  "EXCHANGE ACT"), subsequent to the date of the filing hereof  and  prior to the
  filing  of  a  post-effective  amendment  to this Registration Statement  which
  indicates that all securities offered have  been  sold or which deregisters all
  securities  then  remaining  unsold  shall  be  deemed to  be  incorporated  by
  reference in this Registration Statement and to be  a part hereof from the date
  of filing of such documents.
  
              Any  statement  contained  in  a  document incorporated  or  deemed
  incorporated by reference in this Registration  Statement shall be deemed to be
  modified  or  superseded  for purposes of this Registration  Statement  to  the
  extent that a statement contained  herein  or  in  any other subsequently filed
  document  which  also is or is deemed to be incorporated  by  reference  herein
  modifies or supersedes  such  statement.   Any  such  statement  so modified or
  superseded  shall  not  be  deemed,  except  as  so modified or superseded,  to
  constitute a part of this Registration Statement.
  
  Item 4.  DESCRIPTION OF SECURITIES.
           --------------------------
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
           ---------------------------------------
           The legal opinion attached to this Registration Statement as Exhibit 5
  was issued by Helmut Muehlbradt.  Mr. Muehlbradt is General Counsel of the
  Registrant.  Mr. Muehlbradt beneficially owns, or has the right to acquire
  under the Plans, an aggregate of less than 1% of the Registrant's Ordinary
  Shares.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
           ------------------------------------------
           The laws of Germany make no provision for indemnification of directors
  and officers.  The Registrant has liability insurance for all present, future
  or retired general managers, members of the Board of Management, members of the
  Supervisory Board and members of the Advisory Boards of the Registrant or any
  of its subsidiaries, including insurance against liabilities arising under the
  Securities Act.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           ------------------------------------
           Not applicable.
  
  Item 8.  EXHIBITS.
           ---------
           See Exhibit list on page 9 of this Registration Statement.
  
                                         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 to include any material
                          information with respect to the plan of distribution
                          not previously disclosed in this Registration Statement
                          or any material change to such information in the
                          Registration Statement;
  
                    (2)   That, for the purpose of determining any liabilities
                          under the Securities Act, 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;
                          and
  
                    (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, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act (and where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
              (c)   Insofar as indemnification for liabilities arising under the
  Securities Act 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 Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
                                         5
  SIGNATURES
  
              Pursuant to the requirements of the Securities  Act, 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 Wiesbaden, Germany on this 17 day of April, 2003.
  
                                      SGL CARBON AKTIENGESELLSCHAFT
  
                                      By:    /s/ Dr. Bruno Toniolo
                                         -------------------------------------
                                      Name:  Dr. Bruno Toniolo
                                      Title: Chief Financial Officer, Member of
                                             the Board of Management
  
                                      By:    /s/ Helmut Muehlbradt
                                         --------------------------------------
                                      Name:  Helmut Muehlbradt
                                      Title: General Counsel
  
                                          6
  KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature to
  this Registration  Statement appears below hereby  constitutes and appoints each
  of  Helmut  Muehlbradt  and  Branka  Koren  as  such  person's  true  and lawful
  attorney-in-fact  and agent, with full power of substitution and resubstitution,
  for such  person and in such  person's  name,  place and  stead,  in any and all
  capacities,  to sign  any  and all  amendments  to the  Registration  Statement,
  including post-effective  amendments, and registration statements filed pursuant
  to Rule 462 under the  Securities  Act, and to file the same,  with all exhibits
  thereto, and other documents in connection therewith,  with the Commission,  and
  does  hereby  grant  unto each said  attorney-in-fact  and agent  full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the  premises,  as fully to all intents and  purposes as
  such person might or could do in person,  hereby  ratifying and  confirming  all
  that each said  attorney-in-fact  and agent,  or any  substitute  therefor,  may
  lawfully do or cause to be done by virtue hereof.
  
              Pursuant  to  the   requirements   of  the   Securities   Act,  this
  Registration  Statement  has  been  signed  by  the  following  persons  in  the
  capacities indicated as of the 17 day of April, 2003.
  Signature                                          Capacity
  ---------                                          --------
  /s/  Robert J. Koehler
  ---------------------------
  Robert J. Koehler             Chief Executive Officer, Chairman of the Board of Management
  
  /s/  Dr. Bruno Toniolo
  ---------------------------
  Dr. Bruno Toniolo             Chief Financial Officer, Member of the Board of Management
  
  /s/  Theodore H. Breyer
  ---------------------------
  Theodore H. Breyer            Member of the Board of Management
  
  /s/  Dr. Hariolf Kottmann
  ----------------------------
  Dr. Hariolf Kottmann          Member of the Board of Management
  
  /s/  Dr. Klaus Warning
  ----------------------------
  Dr. Klaus Warning             Member of the Board of Management
  7
  SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
  
              Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
  amended, the undersigned,  the duly authorized  representative of the Registrant
  in the United  States,  has signed  this  Registration  Statement  or  amendment
  thereto in Charlotte, North Carolina, on April 17, 2003.
  SGL CARBON LLC
  By:    /s/  Peter Hoffman
                                                     ----------------------------
                                                     Name:  Peter Hoffman
                                                     Title: President
  8
  EXHIBIT INDEX
  EXHIBIT
  NUMBER    DESCRIPTION
  -------   -----------
  4.1      The Registrant's Articles of Incorporation (Satzung), as amended (incorporated herein by reference to the Registrant's
            Annual Report on Form 20-F, filed with the Commission on July 1, 2002 (No. 001-14398)).
  4.2*      SGL CARBON Aktiengesellschaft Stock Option Plan (English Translation).
  4.3*      SGL CARBON Aktiengesellschaft Share Plan Regarding Matching Shares.
   5*       Opinion of Helmut Muhlbradt, General Counsel of the Registrant, regarding the legality of securities being offered
            hereby.
  23.1*     Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftspruefungsgesellschaft, independent
            accountants.
  23.2*     Consent of BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftspruefungsgesellschaft, Munich, independent
            accountants.
  23.3*     Consent of Helmut Muhlbradt, General Counsel of the Registrant (contained in Exhibit 5).
  24.1*     Powers of Attorney (included on signature page to this Registration Statement).
  ________________________
  
  * Filed herewith.
  
                                          9