<PAGE>


     As filed with the Securities and Exchange Commission on July 7, 1999
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             UCAR INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    06-1385548
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                        3102 West End Avenue, Suite 1100
                           Nashville, Tennessee 37203
          (Address of Principal Executive Offices, Including Zip Code)

             UCAR INTERNATIONAL INC. MANAGEMENT STOCK OPTION PLAN
                            (Full Title of the Plan)

                             PETER B. MANCINO, ESQ.
                       Vice President and General Counsel
                             UCAR INTERNATIONAL INC.
                        3102 West End Avenue, Suite 1100
                           Nashville, Tennessee 37203
                                 (615) 760-8227
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)

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

                                    COPY TO:

                             M. RIDGWAY BARKER, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901



                         CALCULATION OF REGISTRATION FEE (1)

================================================================================

                                    Proposed
                                    Maximum      Proposed
     Title of                      Offering       Maximum        Amount of
    Securities     Amount to be    Price Per     Aggregate      Registration
 to be Registered   Registered      Share(2)  Offering Price        Fee
================================================================================

Common Stock,     3,113,172 shares   $25.06    $78,016,091        $21,689
par value $.01
per share
================================================================================

(1)      This Registration Statement on Form S-8 is being filed pursuant to Rule
         429 under the Securities Act of 1933, as amended (the "Securities
         Act"). 4,886,828 shares of Common Stock were previously registered, and
         a fee of $12,807 was previously paid, under our Registration Statement
         on Form S-8, No. 33-95550, which is hereby combined with this
         Registration Statement under Rule 429.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and (h) under the Securities Act. The price
         per share is estimated based on the average of the high and low trading
         prices for the Common Stock on July 2, 1999 as reported by The New York
         Stock Exchange.


<PAGE>

                                EXPLANATORY NOTE

            The purpose of this Registration Statement on Form S-8 of UCAR
International Inc. ("we" or "us") is to register an additional 3,113,172 shares
of our common stock, par value $.01 per share (the "Common Stock"), issuable
pursuant to the UCAR International Inc. Management Stock Option Plan, as amended
and restated through September 29, 1998. 4,886,828 shares of Common Stock were
previously registered under our Registration Statement on Form S-8, No.
33-95550, which is hereby combined with this Registration Statement pursuant to
Rule 429 under the Securities Act.


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
by the Registrant are hereby incorporated by reference into this Registration
Statement:

      (a) Our Annual Report on Form 10-K for the year ended December 31, 1998,
as filed with the Commission on March 26, 1999;

      (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, as filed with the Commission on May 14, 1999;

      (c) The portions of our Proxy Statement for our 1999 Annual Meeting that
have been incorporated by reference into the 1998 10-K;

      (d) The description of the Common Stock contained in our Statement on Form
8-A (Registration No. 1-13888) dated July 28, 1995 and filed with the Commission
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description; and

      (e) The description of our Rights contained in our Registration Statement
on Form 8-A (Registration No. 1-13888) dated September 10, 1998 and filed with
the Commission under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports filed for the
purpose of updating such description.

      All documents and reports filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
the securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

                                       1

<PAGE>



ITEM 8.  EXHIBITS.

      The following opinions, consents and other documents are attached hereto
as exhibits:

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

    4.1       UCAR  International  Inc.  Management Stock Option Plan effective
              as of September 29, 1998 (Senior Management Version).

    4.2       Form of  Non-Qualified  Stock Option  Agreement  (incorporated by
              reference  to the  Registration  Statement of the  registrant  on
              Form S-1 (File No. 33-84850)).

    4.3       Form of Non-Qualified  Stock Option Agreement  (standard  version)
              (incorporated  by reference  to the Annual  Report on Form 10-K of
              the Registrant for the year ended December 31, 1998).

    4.4       UCAR  International  Inc. 1996  Mid-Management  Equity  Incentive
              Plan effective as of February 6, 1996  (incorporated by reference
              to the  Registration  Statement  of the  registrant  on Form  S-1
              (File No. 333-1090)).

    5.1       Opinion  of  Kelley  Drye  &  Warren  regarding  legality  of  the
              securities originally registered (previously filed).

    5.2       Opinion  of  Kelley  Drye  &  Warren  regarding  legality  of the
              securities being registered.

   23.1       Consent of KPMG LLP.

   23.2       Consent of Kelley Drye & Warren (included in Exhibit 5.1).

   23.3       Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).

    24        Powers of Attorney.



<PAGE>


                                   SIGNATURES

      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 amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee on this 7th day of
July, 1999.

                               UCAR INTERNATIONAL INC.


                               By:   /s/ Craig S. Shular
                                  -----------------------------------------
                               Name:  Craig S. Shular
                               Title: Vice President and Chief Financial Officer

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.


            SIGNATURES                         TITLE                  DATE
            ----------                         -----                  ----


                *
----------------------------------  President, Chief Executive    July 7, 1999
        Gilbert E. Playford            Officer and Director
                                       (Principal Executive
                                             Officer)


        /s/ Craig S. Schular
----------------------------------   Vice Presidentand Chief      July 7, 1999
          Craig S. Shular                Financial Officer
                                       (Principal Financial
                                             Officer)


                *
----------------------------------          Controller            July 7, 1999
       Corrado F. De Gasperis          (Principal Accounting
                                              Officer)


                *
----------------------------------           Director             July 7, 1999
         Robert D. Kennedy


                *
----------------------------------           Director             July 7, 1999
        R. Eugene Cartledge


                *
----------------------------------           Director             July 7, 1999
            Alec Flamm


                *
----------------------------------           Director             July 7, 1999
           John R. Hall


<PAGE>


                *
----------------------------------           Director             July 7, 1999
          Thomas Marshall


                *
----------------------------------           Director             July 7, 1999
          Michael C. Nahl


*By           /s/ Craig S. Shular
   ----------------------------------
      Attorney-in-fact


<PAGE>


                                  EXHIBIT INDEX



EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------

    4.1    UCAR  International  Inc.  Management  Stock Option Plan
           effective  as of September  29, 1998 (Senior  Management
           Version).

    5.2    Opinion of  Kelley  Drye & Warren LLP regarding legality
           of the securities being registered.

   23.1    Consent of KPMG LLP.

   23.3    Consent of Kelley Drye & Warren LLP (included in
           Exhibit 5.2).

    24     Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 11156}]
{"company-data": {"conformed-name": "UCAR INTERNATIONAL INC", "cik": "0000931148", "assigned-sic": "3620", "irs-number": "061385548", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82411", "film-number": "99660282"}, "business-address": {"street1": "39 OLD RIDGEBURY ROAD", "street2": "J-4", "city": "DANBURY", "state": "CT", "zip": "06817", "phone": "2032077700"}, "mail-address": {"street1": "39 OLD RIDGEBURY ROAD", "street2": "J-4", "city": "DANBURY", "state": "CT", "zip": "06817-0001"}}
As filed with the Securities and Exchange Commission on July 7, 1999
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             UCAR INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    06-1385548
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                        3102 West End Avenue, Suite 1100
                           Nashville, Tennessee 37203
          (Address of Principal Executive Offices, Including Zip Code)

             UCAR INTERNATIONAL INC. MANAGEMENT STOCK OPTION PLAN
                            (Full Title of the Plan)

                             PETER B. MANCINO, ESQ.
                       Vice President and General Counsel
                             UCAR INTERNATIONAL INC.
                        3102 West End Avenue, Suite 1100
                           Nashville, Tennessee 37203
                                 (615) 760-8227
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)

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

                                    COPY TO:

                             M. RIDGWAY BARKER, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901

                         CALCULATION OF REGISTRATION FEE (1)

================================================================================

                                    Proposed
                                    Maximum      Proposed
     Title of                      Offering       Maximum        Amount of
    Securities     Amount to be    Price Per     Aggregate      Registration
 to be Registered   Registered      Share(2)  Offering Price        Fee
================================================================================

Common Stock,     3,113,172 shares   $25.06    $78,016,091        $21,689
par value $.01
per share
================================================================================

(1)      This Registration Statement on Form S-8 is being filed pursuant to Rule
         429 under the Securities Act of 1933, as amended (the "Securities
         Act"). 4,886,828 shares of Common Stock were previously registered, and
         a fee of $12,807 was previously paid, under our Registration Statement
         on Form S-8, No. 33-95550, which is hereby combined with this
         Registration Statement under Rule 429.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and (h) under the Securities Act. The price
         per share is estimated based on the average of the high and low trading
         prices for the Common Stock on July 2, 1999 as reported by The New York
         Stock Exchange.
EXPLANATORY NOTE

            The purpose of this Registration Statement on Form S-8 of UCAR
International Inc. ("we" or "us") is to register an additional 3,113,172 shares
of our common stock, par value $.01 per share (the "Common Stock"), issuable
pursuant to the UCAR International Inc. Management Stock Option Plan, as amended
and restated through September 29, 1998. 4,886,828 shares of Common Stock were
previously registered under our Registration Statement on Form S-8, No.
33-95550, which is hereby combined with this Registration Statement pursuant to
Rule 429 under the Securities Act.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
by the Registrant are hereby incorporated by reference into this Registration
Statement:

      (a) Our Annual Report on Form 10-K for the year ended December 31, 1998,
as filed with the Commission on March 26, 1999;

      (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, as filed with the Commission on May 14, 1999;

      (c) The portions of our Proxy Statement for our 1999 Annual Meeting that
have been incorporated by reference into the 1998 10-K;

      (d) The description of the Common Stock contained in our Statement on Form
8-A (Registration No. 1-13888) dated July 28, 1995 and filed with the Commission
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description; and

      (e) The description of our Rights contained in our Registration Statement
on Form 8-A (Registration No. 1-13888) dated September 10, 1998 and filed with
the Commission under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports filed for the
purpose of updating such description.

      All documents and reports filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
the securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

                                       1
ITEM 8.  EXHIBITS.

      The following opinions, consents and other documents are attached hereto
as exhibits:

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

    4.1       UCAR  International  Inc.  Management Stock Option Plan effective
              as of September 29, 1998 (Senior Management Version).

    4.2       Form of  Non-Qualified  Stock Option  Agreement  (incorporated by
              reference  to the  Registration  Statement of the  registrant  on
              Form S-1 (File No. 33-84850)).

    4.3       Form of Non-Qualified  Stock Option Agreement  (standard  version)
              (incorporated  by reference  to the Annual  Report on Form 10-K of
              the Registrant for the year ended December 31, 1998).

    4.4       UCAR  International  Inc. 1996  Mid-Management  Equity  Incentive
              Plan effective as of February 6, 1996  (incorporated by reference
              to the  Registration  Statement  of the  registrant  on Form  S-1
              (File No. 333-1090)).

    5.1       Opinion  of  Kelley  Drye  &  Warren  regarding  legality  of  the
              securities originally registered (previously filed).

    5.2       Opinion  of  Kelley  Drye  &  Warren  regarding  legality  of the
              securities being registered.

   23.1       Consent of KPMG LLP.

   23.2       Consent of Kelley Drye & Warren (included in Exhibit 5.1).

   23.3       Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).

    24        Powers of Attorney.
SIGNATURES

      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 amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee on this 7th day of
July, 1999.

                               UCAR INTERNATIONAL INC.

                               By:   /s/ Craig S. Shular
                                  -----------------------------------------
                               Name:  Craig S. Shular
                               Title: Vice President and Chief Financial Officer

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

            SIGNATURES                         TITLE                  DATE
            ----------                         -----                  ----

                *
----------------------------------  President, Chief Executive    July 7, 1999
        Gilbert E. Playford            Officer and Director
                                       (Principal Executive
                                             Officer)

        /s/ Craig S. Schular
----------------------------------   Vice Presidentand Chief      July 7, 1999
          Craig S. Shular                Financial Officer
                                       (Principal Financial
                                             Officer)

                *
----------------------------------          Controller            July 7, 1999
       Corrado F. De Gasperis          (Principal Accounting
                                              Officer)

                *
----------------------------------           Director             July 7, 1999
         Robert D. Kennedy

                *
----------------------------------           Director             July 7, 1999
        R. Eugene Cartledge

                *
----------------------------------           Director             July 7, 1999
            Alec Flamm

                *
----------------------------------           Director             July 7, 1999
           John R. Hall
*
----------------------------------           Director             July 7, 1999
          Thomas Marshall

                *
----------------------------------           Director             July 7, 1999
          Michael C. Nahl

*By           /s/ Craig S. Shular
   ----------------------------------
      Attorney-in-fact
EXHIBIT INDEX

EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------

    4.1    UCAR  International  Inc.  Management  Stock Option Plan
           effective  as of September  29, 1998 (Senior  Management
           Version).

    5.2    Opinion of  Kelley  Drye & Warren LLP regarding legality
           of the securities being registered.

   23.1    Consent of KPMG LLP.

   23.3    Consent of Kelley Drye & Warren LLP (included in
           Exhibit 5.2).

    24     Powers of Attorney.