FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1997
                                                   REGISTRATION NO.

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

                       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 CHARTER)

          DELAWARE                                      06-1385548
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

                              39 OLD RIDGEBURY ROAD
                           DANBURY, CONNECTICUT 06817
                                 (203) 207-7700
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                             UCAR INTERNATIONAL INC.
                          COMPENSATION DEFERRAL PROGRAM
                    (AS AMENDED AND RESTATED NOVEMBER, 1995)

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

                             PETER B. MANCINO, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                             UCAR INTERNATIONAL INC.
                              39 OLD RIDGEBURY ROAD
                           DANBURY, CONNECTICUT 06817
                                 (203) 207-7740
           (NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         -----------------------------
                               COPY REQUESTED TO:
                             M. RIDGWAY BARKER, ESQ.
                            KELLEY DRYE & WARREN LLP
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901


     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box |X|

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      TITLE OF UNITS TO BE REGISTERED                AMOUNT TO        PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
                                                   BE REGISTERED       OFFERING PRICE           AGGREGATE          REGISTRATION FEE
                                                                            PER UNIT(1)       OFFERING PRICE
      <S>                                          <C>                <C>                     <C>                  <C> 

------------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(2).........      $10,000,000              100%               $10,000,000            $3,030.30
====================================================================================================================================
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933.

(2)  The  Deferred  Compensation  Obligations  are unsecured obligations of UCAR
     International Inc. to pay deferred compensation in the future in accordance
     with the terms of the UCAR International Inc. Compensation Deferral Program
     (as amended and restated November, 1995).



<PAGE>



                                  INTRODUCTION

         This Registration  Statement on Form S-8 is filed by UCAR International
Inc.,  a  Delaware   corporation  (the  "Registrant"),   relating  to  unsecured
obligations  of the Registrant to pay deferred  compensation  in the future (the
"Deferred  Compensation  Obligations")  in accordance with the terms of the UCAR
International  Inc.  Compensation  Deferral  Program (as  amended  and  restated
November,  1995)  (together  with  the  amendments  thereto,  the  "Plan").  The
document(s)  containing  information  required by the  Securities  and  Exchange
Commission (the "Commission") as set forth in Part I of Form S-8 will be sent or
given to  participants  in the Plan  which  Plan is  listed on the cover of this
Registration Statement on Form S-8 (the "Registration Statement"),  as specified
in Rule  428(b)(1)  promulgated  by the  Commission  under the Securities Act of
1933, as amended (the  "Securities  Act").  Such document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirement of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents that the Registrant has previously  filed with
the  Commission  are hereby  incorporated  by  reference  into the  Registration
Statement:

         1.  The Registrant's  Annual  Report  on  Form  10-K for the year ended
             December 31, 1996 (the "1996 10-K");

         2.  The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
             ended March 31, 1997 and June 30, 1997; and

         3.  The portions of the  Proxy  Statement  for  the  Registrant's  1997
             Annual Meeting, held on May 13, 1997,  that  have been incorporated
             by reference in the 1996 10-K.

         All reports and other documents that the Registrant  subsequently files
with the  Commission  pursuant  to  Sections  13(a),  13(c),  14 or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment indicating that the Registrant has sold all
of the securities  offered under the Registration  Statement or that deregisters
the distribution of all such securities then remaining  unsold,  shall be deemed
to be  incorporated by reference into the  Registration  Statement from the date
that the Registrant  files such report or document.  Any statement  contained in
the  Registration  Statement  or any report or  document  incorporated  into the
Registration Statement by reference,  however, shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained in a  subsequently  dated  report or document  that is also
considered  part  of the  Registration  Statement,  or in any  amendment  to the
Registration Statement, is inconsistent with such prior statement.

         A copy of any or all of the documents  incorporated by reference herein
(other than  exhibits to such  documents)  may be obtained upon request from the
Registrant's office of investor  relations,  c/o UCAR International Inc., 39 Old
Ridgebury Road, Danbury, Connecticut 06817, telephone number (203) 207-7726.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The securities registered hereby are deferred compensation  obligations
and are fully described in the Plan filed as Exhibits 4.1-4.5 hereto.



                                        1

<PAGE>



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Law") provides as follows:

         "(a) A corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that the
person's conduct was unlawful.

         (b) A corporation  shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and 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 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
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable  standard of conduct set forth in subsections  (a) and (b) of
this  section.  Such  determination  shall be made (1) by a majority vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other


                                        2

<PAGE>



employees and agents may be so paid upon such terms and  conditions,  if any, as
the board of directors deems appropriate.

         (f)  The indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g)  A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h)  For  purposes  of  this  section, references to "the  corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of   a  constituent)  absorbed  in  a
consolidation  or merger which, if its separate  existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued.

         (i)  For purposes of this section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j)  The indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k)  The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

         Section 102(b)(7) of the Law provides as follows:

         "(b)  In  addition  to the  matters  required  to be set  forth  in the
certificate of incorporation by subsection (a) of this section,  the certificate
of incorporation may also contain any or all of the following matters:

         (7)  A provision eliminating  or limiting the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate  or limit  the  liability  of a  director:  (i) for any  breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  No
such provision shall eliminate or limit the liability of a director for any  act


                                        3

<PAGE>



or omission  occurring prior to the date when such provision  becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the  governing  body of a  corporationw hich is not authorized to
issue capital stock,  and  (y)  to  such other person or persons,  if any,  who,
pursuant to a provision of the certificate of incorporation  in  accordance with
Section 141(a) of this title, exercise or perform any of the  powers  or  duties
otherwise conferred or imposed upon the board of directors by this title."

         The Company  maintains a directors' and officers'  liability  insurance
policy which indemnifies  directors and officers for certain losses arising from
claims  by  reason  of  a  wrongful  act,  as  defined  therein,  under  certain
circumstances.

         In addition,  in response to this Item 6, the following  information is
incorporated by reference:  the  information  included in the description of the
Registrant's capital stock contained in the Registrant's  Registration Statement
on Form 8-A dated July 28, 1995, as updated by any amendment or report filed for
the purpose of updating  such  description;  Articles  Tenth and Eleventh of the
Amended and Restated Certificate of Incorporation of the Registrant incorporated
by reference as Exhibit 3.1 to the Registration Statement;  and Article V of the
Amended and  Restated  By-Laws of the  Registrant  incorporated  by reference as
Exhibit 3.2 to the Registration Statement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.


 EXHIBIT
 NUMBER                                     DESCRIPTION

  3.1          Amended  and  Restated  Certificate   of  Incorporation  of  UCAR
               International Inc. (incorporated by reference to the Registration
               Statement of the Registrant on Form S-1 (File No. 33-94698))

  3.2          Amended  and  Restated  Bylaws   of   UCAR   International   Inc.
               (incorporated by  reference  to the Registration Statement of the
               Registrant on Form S-1 (File No. 33-94698))

  4.1          UCAR International Inc. Compensation Deferral Program (as amended
               and  restated  November, 1995)  (incorporated by reference to the
               Registration  Statement  of  the Registrant on Form S-1 (File No.
               333-1090))

  4.2          First Amendment to such Compensation Deferral  Program  effective
               as  of  January  1,  1995  (incorporated  by   reference  to  the
               Registration Statement of UCAR International Inc. and UCAR Global
               Enterprises Inc. on Form S-1 (File No. 33-84850))

  4.3         Second Amendment to such Compensation Deferral  Program  effective
              as of March 15,  1996  (incorporated  by  reference  to the Annual
              Report  of  the  Registration   Form   10-K  for  the  year  ended
              December 31, 1995))

  4.4         Third Amendment to such Compensation Deferral Program effective as
              of July 9, 1996 (incorporated by reference to the Quarterly Report
              of   the   Registrant   on   Form   10-Q  for  the  quarter  ended
              March 31, 1996))

  4.5         Fourth Amendment to such Compensation Deferral  Program  effective
              as  of  January 1,  1997  (incorporated by reference to the Annual
              Report  of  the   Registrant  on  Form  10-K  to  the  year  ended
              December 31, 1996))

  5           Opinion of Kelley Drye & Warren LLP



                                        4

<PAGE>




EXHIBIT
NUMBER                                      DESCRIPTION

 23.1         Consent of KPMG Peat Marwick LLP

 23.2         Consent of Kelley Drye & Warren LLP (contained in opinion filed as
              Exhibit 5)

 24           Power of Attorney (contained on the signature page hereof)




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 the 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation form the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii)  To include any material information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registrant
Statement is on Form S-3, Form S-8 or Form F-3, and the information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or 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.

         The 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 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.

         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,


                                        5

<PAGE>



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 of 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.

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 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.



                                        6

<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 REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED,  IN THE CITY OF DANBURY,  STATE OF  CONNECTICUT,  ON THE 29TH DAY OF
SEPTEMBER, 1997.

                                    UCAR INTERNATIONAL INC.


                                    BY:  /S/ ROBERT P. KRASS
                                         ---------------------------------------
                                         Name:  Robert P. Krass
                                         Title: Chairman of the Board, President
                                                and Chief Executive Officer
                                                (Principal Executive Officer)


                                POWER OF ATTORNEY

         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 date indicated.  Each of the directors  and/or officers of
the Registrant  whose  signature  appears below hereby appoints Robert P. Krass,
William P.  Wiemels and Peter B.  Mancino,  and each of them  severally,  as his
attorney-in-fact  to sign his name and on his behalf,  in any and all capacities
stated below,  and to file with the Securities  and Exchange  Commission any and
all  amendments,   including  post-effective  amendments  to  this  Registration
Statement as appropriate, and generally to do all such things in their behalf in
their  capacities as officers and  directors to enable the  Registrant to comply
with the provisions of the Securities Act of 1933, and all  requirements  of the
Securities and Exchange Commission.

         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.
<TABLE>
<CAPTION>

      SIGNATURES                                         TITLE                                    DATE

      <S>                                                <C>                                      <C>
      

/S/ ROBERT P. KRASS                            Chairman of the Board, President             September 29, 1997
--------------------------------------         and Chief Executive OFficer
           Robert P. Krass                     (Principal Executive Officer)

                                                                                            September 29, 1997

/S/ WILLIAM P. WIEMELS                         Vice President, Chief Financial
--------------------------------------         Officer and Treasurer (Principal
           William P. Wiemels                  Financial and Accounting Officer)                     


/S/ ROBERT D. KENNEDY
--------------------------------------    
           Robert D. Kennedy                   Director                                     September 29, 1997


/S/ JOHN R. HALL                         
---------------------------------------
           John R. Hall                        Director                                      September 29, 1997



/S/ R. EUGENE CARTLEDGE
---------------------------------------
           R. Eugene Cartledge                 Director                                      September 29, 1997



</TABLE>


<PAGE>


                                  EXHIBIT INDEX


 Exhibit
 NUMBER                                     DESCRIPTION

  3.1         Amended  and  Restated  Certificate  of  UCAR  International  Inc.
              (incorporated  by  reference  to the Registration Statement of the
              Registrant on Form S-1 (File No. 33-94698))

  3.2         Amended   and   Restated   Bylaws   of   UCAR  International  Inc.
              (incorporated by reference  to  the  Registration Statement of the
              Registrant on Form S-1 (File No. 33-94698))

  4.1         UCAR  International Inc. Compensation Deferral Program (as amended
              and  restated  November,  1995)  (incorporated by reference to the
              Registration  Statement  of  the  Registrant on Form S-1 (File No.
              333-1090))

  4.2         First Amendment to such Compensation Deferral Program effective as
              of January 1,  1995 (incorporated by reference to the Registration
              Statement  of  UCAR International Inc.and UCAR  Global Enterprises
              Inc. on Form S-1 (File No. 33-84850))

  4.3         Second Amendment to such Compensation  Deferral  Program effective
              as  of  March 15, 1996  (incorporated  by  reference to the Annual
              Report  of  the  Registration  Form  10-K  for   the   year  ended
              December 31, 1995))

  4.4         Third Amendment to such Compensation Deferral Program effective as
              of July 9, 1996 (incorporated by reference to the Quarterly Report
              of the  Registrant  on  Form 10-Q  for the quarter ended March 31,
              1996))

  4.5         Fourth Amendment to such Compensation  Deferral  Program effective
              as of January  1,  1997  (incorporated  by reference to the Annual
              Report of  the  Registrant  on  Form  10-K   to   the  year  ended
              December 31, 1996))

  5           Opinion of Kelley Drye & Warren LLP

  23.1        Consent of KPMG Peat Marwick LLP

  23.2        Consent of Kelley Drye & Warren LLP (contained in opinion filed as
              Exhibit 5).

  24          Power of Attorney (contained on the signature page hereof)







<PAGE>
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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1997
                                                   REGISTRATION NO.

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

                       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 CHARTER)

          DELAWARE                                      06-1385548
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

                              39 OLD RIDGEBURY ROAD
                           DANBURY, CONNECTICUT 06817
                                 (203) 207-7700
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                             UCAR INTERNATIONAL INC.
                          COMPENSATION DEFERRAL PROGRAM
                    (AS AMENDED AND RESTATED NOVEMBER, 1995)

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

                             PETER B. MANCINO, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                             UCAR INTERNATIONAL INC.
                              39 OLD RIDGEBURY ROAD
                           DANBURY, CONNECTICUT 06817
                                 (203) 207-7740
           (NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         -----------------------------
                               COPY REQUESTED TO:
                             M. RIDGWAY BARKER, ESQ.
                            KELLEY DRYE & WARREN LLP
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901

     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box |X|
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      TITLE OF UNITS TO BE REGISTERED                AMOUNT TO        PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
                                                   BE REGISTERED       OFFERING PRICE           AGGREGATE          REGISTRATION FEE
                                                                            PER UNIT(1)       OFFERING PRICE
------------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(2).........      $10,000,000              100%               $10,000,000            $3,030.30
====================================================================================================================================
(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933.

(2)  The  Deferred  Compensation  Obligations  are unsecured obligations of UCAR
     International Inc. to pay deferred compensation in the future in accordance
     with the terms of the UCAR International Inc. Compensation Deferral Program
     (as amended and restated November, 1995).
INTRODUCTION

         This Registration  Statement on Form S-8 is filed by UCAR International
Inc.,  a  Delaware   corporation  (the  "Registrant"),   relating  to  unsecured
obligations  of the Registrant to pay deferred  compensation  in the future (the
"Deferred  Compensation  Obligations")  in accordance with the terms of the UCAR
International  Inc.  Compensation  Deferral  Program (as  amended  and  restated
November,  1995)  (together  with  the  amendments  thereto,  the  "Plan").  The
document(s)  containing  information  required by the  Securities  and  Exchange
Commission (the "Commission") as set forth in Part I of Form S-8 will be sent or
given to  participants  in the Plan  which  Plan is  listed on the cover of this
Registration Statement on Form S-8 (the "Registration Statement"),  as specified
in Rule  428(b)(1)  promulgated  by the  Commission  under the Securities Act of
1933, as amended (the  "Securities  Act").  Such document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirement of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents that the Registrant has previously  filed with
the  Commission  are hereby  incorporated  by  reference  into the  Registration
Statement:

         1.  The Registrant's  Annual  Report  on  Form  10-K for the year ended
             December 31, 1996 (the "1996 10-K");

         2.  The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
             ended March 31, 1997 and June 30, 1997; and

         3.  The portions of the  Proxy  Statement  for  the  Registrant's  1997
             Annual Meeting, held on May 13, 1997,  that  have been incorporated
             by reference in the 1996 10-K.

         All reports and other documents that the Registrant  subsequently files
with the  Commission  pursuant  to  Sections  13(a),  13(c),  14 or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment indicating that the Registrant has sold all
of the securities  offered under the Registration  Statement or that deregisters
the distribution of all such securities then remaining  unsold,  shall be deemed
to be  incorporated by reference into the  Registration  Statement from the date
that the Registrant  files such report or document.  Any statement  contained in
the  Registration  Statement  or any report or  document  incorporated  into the
Registration Statement by reference,  however, shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained in a  subsequently  dated  report or document  that is also
considered  part  of the  Registration  Statement,  or in any  amendment  to the
Registration Statement, is inconsistent with such prior statement.

         A copy of any or all of the documents  incorporated by reference herein
(other than  exhibits to such  documents)  may be obtained upon request from the
Registrant's office of investor  relations,  c/o UCAR International Inc., 39 Old
Ridgebury Road, Danbury, Connecticut 06817, telephone number (203) 207-7726.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The securities registered hereby are deferred compensation  obligations
and are fully described in the Plan filed as Exhibits 4.1-4.5 hereto.

                                        1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Law") provides as follows:

         "(a) A corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that the
person's conduct was unlawful.

         (b) A corporation  shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and 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 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
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable  standard of conduct set forth in subsections  (a) and (b) of
this  section.  Such  determination  shall be made (1) by a majority vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other

                                        2
employees and agents may be so paid upon such terms and  conditions,  if any, as
the board of directors deems appropriate.

         (f)  The indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g)  A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h)  For  purposes  of  this  section, references to "the  corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of   a  constituent)  absorbed  in  a
consolidation  or merger which, if its separate  existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued.

         (i)  For purposes of this section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

         (j)  The indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k)  The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

         Section 102(b)(7) of the Law provides as follows:

         "(b)  In  addition  to the  matters  required  to be set  forth  in the
certificate of incorporation by subsection (a) of this section,  the certificate
of incorporation may also contain any or all of the following matters:

         (7)  A provision eliminating  or limiting the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate  or limit  the  liability  of a  director:  (i) for any  breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  No
such provision shall eliminate or limit the liability of a director for any  act

                                        3
or omission  occurring prior to the date when such provision  becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the  governing  body of a  corporationw hich is not authorized to
issue capital stock,  and  (y)  to  such other person or persons,  if any,  who,
pursuant to a provision of the certificate of incorporation  in  accordance with
Section 141(a) of this title, exercise or perform any of the  powers  or  duties
otherwise conferred or imposed upon the board of directors by this title."

         The Company  maintains a directors' and officers'  liability  insurance
policy which indemnifies  directors and officers for certain losses arising from
claims  by  reason  of  a  wrongful  act,  as  defined  therein,  under  certain
circumstances.

         In addition,  in response to this Item 6, the following  information is
incorporated by reference:  the  information  included in the description of the
Registrant's capital stock contained in the Registrant's  Registration Statement
on Form 8-A dated July 28, 1995, as updated by any amendment or report filed for
the purpose of updating  such  description;  Articles  Tenth and Eleventh of the
Amended and Restated Certificate of Incorporation of the Registrant incorporated
by reference as Exhibit 3.1 to the Registration Statement;  and Article V of the
Amended and  Restated  By-Laws of the  Registrant  incorporated  by reference as
Exhibit 3.2 to the Registration Statement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 EXHIBIT
 NUMBER                                     DESCRIPTION

  3.1          Amended  and  Restated  Certificate   of  Incorporation  of  UCAR
               International Inc. (incorporated by reference to the Registration
               Statement of the Registrant on Form S-1 (File No. 33-94698))

  3.2          Amended  and  Restated  Bylaws   of   UCAR   International   Inc.
               (incorporated by  reference  to the Registration Statement of the
               Registrant on Form S-1 (File No. 33-94698))

  4.1          UCAR International Inc. Compensation Deferral Program (as amended
               and  restated  November, 1995)  (incorporated by reference to the
               Registration  Statement  of  the Registrant on Form S-1 (File No.
               333-1090))

  4.2          First Amendment to such Compensation Deferral  Program  effective
               as  of  January  1,  1995  (incorporated  by   reference  to  the
               Registration Statement of UCAR International Inc. and UCAR Global
               Enterprises Inc. on Form S-1 (File No. 33-84850))

  4.3         Second Amendment to such Compensation Deferral  Program  effective
              as of March 15,  1996  (incorporated  by  reference  to the Annual
              Report  of  the  Registration   Form   10-K  for  the  year  ended
              December 31, 1995))

  4.4         Third Amendment to such Compensation Deferral Program effective as
              of July 9, 1996 (incorporated by reference to the Quarterly Report
              of   the   Registrant   on   Form   10-Q  for  the  quarter  ended
              March 31, 1996))

  4.5         Fourth Amendment to such Compensation Deferral  Program  effective
              as  of  January 1,  1997  (incorporated by reference to the Annual
              Report  of  the   Registrant  on  Form  10-K  to  the  year  ended
              December 31, 1996))

  5           Opinion of Kelley Drye & Warren LLP

                                        4
EXHIBIT
NUMBER                                      DESCRIPTION

 23.1         Consent of KPMG Peat Marwick LLP

 23.2         Consent of Kelley Drye & Warren LLP (contained in opinion filed as
              Exhibit 5)

 24           Power of Attorney (contained on the signature page hereof)

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 the 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation form the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii)  To include any material information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registrant
Statement is on Form S-3, Form S-8 or Form F-3, and the information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant to Section 13 or 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.

         The 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 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.

         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,

                                        5
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 of 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.

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 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.

                                        6
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 REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED,  IN THE CITY OF DANBURY,  STATE OF  CONNECTICUT,  ON THE 29TH DAY OF
SEPTEMBER, 1997.

                                    UCAR INTERNATIONAL INC.

                                    BY:  /S/ ROBERT P. KRASS
                                         ---------------------------------------
                                         Name:  Robert P. Krass
                                         Title: Chairman of the Board, President
                                                and Chief Executive Officer
                                                (Principal Executive Officer)

                                POWER OF ATTORNEY

         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 date indicated.  Each of the directors  and/or officers of
the Registrant  whose  signature  appears below hereby appoints Robert P. Krass,
William P.  Wiemels and Peter B.  Mancino,  and each of them  severally,  as his
attorney-in-fact  to sign his name and on his behalf,  in any and all capacities
stated below,  and to file with the Securities  and Exchange  Commission any and
all  amendments,   including  post-effective  amendments  to  this  Registration
Statement as appropriate, and generally to do all such things in their behalf in
their  capacities as officers and  directors to enable the  Registrant to comply
with the provisions of the Securities Act of 1933, and all  requirements  of the
Securities and Exchange Commission.

         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
/S/ ROBERT P. KRASS                            Chairman of the Board, President             September 29, 1997
--------------------------------------         and Chief Executive OFficer
           Robert P. Krass                     (Principal Executive Officer)

                                                                                            September 29, 1997

/S/ WILLIAM P. WIEMELS                         Vice President, Chief Financial
--------------------------------------         Officer and Treasurer (Principal
           William P. Wiemels                  Financial and Accounting Officer)                     

/S/ ROBERT D. KENNEDY
--------------------------------------    
           Robert D. Kennedy                   Director                                     September 29, 1997

/S/ JOHN R. HALL                         
---------------------------------------
           John R. Hall                        Director                                      September 29, 1997

/S/ R. EUGENE CARTLEDGE
---------------------------------------
           R. Eugene Cartledge                 Director                                      September 29, 1997
EXHIBIT INDEX

 Exhibit
 NUMBER                                     DESCRIPTION

  3.1         Amended  and  Restated  Certificate  of  UCAR  International  Inc.
              (incorporated  by  reference  to the Registration Statement of the
              Registrant on Form S-1 (File No. 33-94698))

  3.2         Amended   and   Restated   Bylaws   of   UCAR  International  Inc.
              (incorporated by reference  to  the  Registration Statement of the
              Registrant on Form S-1 (File No. 33-94698))

  4.1         UCAR  International Inc. Compensation Deferral Program (as amended
              and  restated  November,  1995)  (incorporated by reference to the
              Registration  Statement  of  the  Registrant on Form S-1 (File No.
              333-1090))

  4.2         First Amendment to such Compensation Deferral Program effective as
              of January 1,  1995 (incorporated by reference to the Registration
              Statement  of  UCAR International Inc.and UCAR  Global Enterprises
              Inc. on Form S-1 (File No. 33-84850))

  4.3         Second Amendment to such Compensation  Deferral  Program effective
              as  of  March 15, 1996  (incorporated  by  reference to the Annual
              Report  of  the  Registration  Form  10-K  for   the   year  ended
              December 31, 1995))

  4.4         Third Amendment to such Compensation Deferral Program effective as
              of July 9, 1996 (incorporated by reference to the Quarterly Report
              of the  Registrant  on  Form 10-Q  for the quarter ended March 31,
              1996))

  4.5         Fourth Amendment to such Compensation  Deferral  Program effective
              as of January  1,  1997  (incorporated  by reference to the Annual
              Report of  the  Registrant  on  Form  10-K   to   the  year  ended
              December 31, 1996))

  5           Opinion of Kelley Drye & Warren LLP

  23.1        Consent of KPMG Peat Marwick LLP

  23.2        Consent of Kelley Drye & Warren LLP (contained in opinion filed as
              Exhibit 5).

  24          Power of Attorney (contained on the signature page hereof)