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                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



(Mark One)
    [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

  For the transition period from .................... to ....................

                        Commission file number: (1-13888)


                             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)                    


39 OLD RIDGEBURY ROAD, J-4, DANBURY, CONNECTICUT                      06817-0001
- ------------------------------------------------                      ----------
    (Address of principal executive offices)                          (Zip Code)



       Registrant's telephone number, including area code: (203) 207-7700


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

As of June 30,  1996,  46,267,784  shares of common  stock,  par value  $.01 per
share, were outstanding.

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                                TABLE OF CONTENTS




PART I.   FINANCIAL INFORMATION:

   Item 1. Financial Statements:
   -----------------------------
   
     Consolidated Balance Sheets as of June 30, 1996                            
      and December 31, 1995............................................  Page 3

     Consolidated  Statements of Operations for the Three Months 
      Ended June 30, 1996 and 1995 and for the Six Months Ended 
      June 30, 1996 and 1995...........................................  Page 4

     Consolidated Statements of Cash Flows for the Six Months
      Ended June 30, 1996 and 1995.....................................  Page 5

     Consolidated Statement of Stockholders' Equity (Deficit) for the
      Six Months Ended June 30, 1996...................................  Page 7

     Notes to Consolidated Financial Statements........................  Page 8


   Item 2. Management's Discussion and Analysis of Financial Condition
   -------------------------------------------------------------------  
           and Results of Operations..................................   Page 12
           -------------------------
           

PART II.  OTHER INFORMATION:

   Item 4. Submission of Matters to a Vote of Security Holders........   Page 18
   -----------------------------------------------------------   
  
   Item 6. Exhibits and Reports on Form 8-K............................  Page 18
   ----------------------------------------
   

SIGNATURE..............................................................  Page 20


INDEX TO EXHIBITS...................................................... Page E-1




                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ----------------------------


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES
                                                         
                           Consolidated Balance Sheets

                  (Dollars in millions, except per share data)

                                                       June 30,   December 31,
                        ASSETS                           1996         1995
                                                         ----         ----
                                                     (Unaudited)
Current assets:
  Cash and cash equivalents........................   $    39      $    53  
  Notes and accounts receivable....................       197          180
  Inventories:                                                      
     Raw materials and supplies....................        36           28
     Work in process...............................        94           78
     Finished goods................................        39           30
                                                      -------      ------- 
                                                          169          136
  Prepaid expenses.................................        25           34
                                                      -------      -------  
          Total current assets.....................       430          403
                                                      -------      -------
                                                                    
Property, plant and equipment......................     1,023        1,013
Less: accumulated depreciation.....................       647          635
                                                      -------      -------
          Net fixed assets.........................       376          378
                                                      -------      -------
                                                                    
Company carried at equity..........................        15           18
Other assets.......................................        56           65
                                                      -------      -------
          Total assets.............................   $   877      $   864
                                                      =======      =======
                                                                    
   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                    
                                                                    
Current liabilities:                                                
  Accounts payable.................................   $    58      $    56
  Short-term debt..................................        28           31
  Payments due within one year on long-term debt...         1            1
  Accrued income and other taxes...................        39           50
  Other accrued liabilities........................        73           90
                                                      -------      -------
          Total current liabilities................       199          228
                                                      -------      -------
                                                                    
Long-term debt.....................................       603          636
Other long-term obligations........................       131          137
Deferred income taxes..............................        19           20
Minority stockholders' equity in consolidated                       
  entities.........................................         4            5
                                                                    
Common stock subject to "puts".....................         -            8
Less:  related loans to management.................         -           (3)
                                                      -------      -------
                                                                    
Stockholders' equity (deficit):                                     
  Preferred stock - par value $.01; authorized                      
     - 10,000,000 shares; issued - none............         -            -  
  Common stock - par value $.01; authorized                         
     - 100,000,000 shares; issued - 46,267,784                      
       shares......................................         -            -
 Additional paid-in capital........................       493          485
 Cumulative foreign currency                                        
    translation adjustment.........................      (116)        (116)
 Retained earnings (deficit).......................      (456)        (536)
                                                      -------      -------
         Total stockholders' equity (deficit)......       (79)        (167)
                                                      -------      -------
         Total liabilities and stockholders'                        
             equity (deficit)......................   $   877      $   864
                                                      =======      =======
                                                                 
See accompanying Notes to Consolidated Financial Statements.

                                       3


                            
                                                           PART I (Cont.)


                                              UCAR INTERNATIONAL INC. AND SUBSIDIARIES

                                                Consolidated Statements of Operations

                                            (Dollars in millions, except per share data)
                                                             (Unaudited)


                                                                                     Three Months                  Six Months
                                                                                    Ended June 30,               Ended June 30,
                                                                                    --------------               --------------
                                                                                  1996          1995           1996          1995
                                                                                  ----          ----           ----          ----
                                                                                                                
Net sales ................................................................    $    241      $    227       $    484      $    437
Cost of sales ............................................................         145           139            295           275
                                                                              --------      --------       --------      --------

Gross profit .............................................................          96            88            189           162
Research and development .................................................           2             1              4             3
Selling, administrative and other expenses ...............................          23            26             45            48
Restructuring costs ......................................................           -             -              -            30
Other (income) expense (net) .............................................           -            (8)             1            (2)
                                                                              --------      --------       --------      --------

     Operating profit ....................................................          71            69            139            83

Interest expense .........................................................          15            26             31            49
                                                                              --------      --------       --------      --------

     Income before provision for income taxes ............................          56            43            108            34

Provision for income taxes ...............................................          19            15             38            52
                                                                              --------      --------       --------      --------

     Income (loss) of consolidated entities ..............................          37            28             70           (18)

Less: minority stockholders' share of income .............................           -             2              -             3
Plus: UCAR share of net income from company carried at equity ............           1             1              3             2
                                                                              --------      --------       --------      --------

     Income (loss) before extraordinary charge and cumulative
       effect of change in accounting principles .........................          38            27             73           (19)

Extraordinary charge, net of tax .........................................           -             2             -              2
                                                                              --------      --------       --------      --------

     Income (loss) before cumulative effect of change in
       accounting principles .............................................          38            25             73           (21)

Cumulative effect on prior years of change in
   accounting for inventories ............................................           -             -              7             -
                                                                              --------      --------       --------      --------

       Net income (loss) .................................................    $     38      $     25       $     80      $    (21)
                                                                              ========      ========       ========      ========

Primary net income per common share (Note 7)  (Pro forma in 1995):
   Income before cumulative effect of change in
     accounting principles ...............................................    $   0.78      $   0.67       $   1.51      $   0.66
   Cumulative effect on prior years of change in
     accounting for inventories ..........................................           -             -           0.15             -
                                                                              --------      --------       --------      --------
       Primary net income per share ......................................    $   0.78      $   0.67       $   1.66      $   0.66
                                                                              ========      ========       ========      ========

       Weighted average common shares outstanding
         (Pro forma in 1995) (in thousands) ..............................      48,407        47,738         48,299        47,738
                                                                              ========      ========       ========      ========

See accompanying Notes to Consolidated Financial Statements.
                                                            
                                        4


                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                Increase (Decrease) in Cash and Cash Equivalents
                              (Dollars in millions)
                                   (Unaudited)
                                                                    Six Months
                                                                  Ended June 30,
                                                                  --------------
                                                                  1996      1995
                                                                  ----      ----
Cash flow from operating activities:
 Net income (loss) ...........................................   $  80    $ (21)
 Cumulative effect on prior years of change in
    accounting for inventories ...............................      (7)       -
 Non-cash charges to net income (loss):
   Depreciation ..............................................      19       19
   Deferred income taxes .....................................      11        1
   Restructuring costs .......................................       -       30
   Other non-cash charges ....................................       9        9
 Working capital * ...........................................     (62)      (3)
 Long-term assets and liabilities ............................      (6)      (4)
                                                                 -----    -----

     Net cash provided by operating activities ...............      44       31
                                                                 -----    -----

Cash flow from investing activities:
 Capital expenditures ........................................     (23)     (23)
 Purchase of minority shares in subsidiary ...................      (3)       -
 Redemption/sale of assets ...................................       1        1
                                                                 -----    -----

     Net cash used in investing activities ...................     (25)     (22)
                                                                 -----    -----

Cash flow from financing activities:
 Short-term debt .............................................      (3)     (11)
 Long-term debt borrowings ...................................       2      960
 Long-term debt reductions ...................................     (35)    (275)
 Financing costs .............................................      (1)     (63)
 Sale of common stock, net of loans to management ............       4      200
 Cash distribution to stockholders ...........................       -     (756)
                                                                 -----    -----

     Net cash (used in) provided by financing activities ....      (33)      55
                                                                 -----    -----

Net (decrease) increase in cash and cash equivalents .........     (14)      64
Effect of exchange rate changes on
  cash and cash equivalents ..................................       -       (2)
Cash and cash equivalents at beginning of period .............      53       60
                                                                 -----    -----

Cash and cash equivalents at end of period....................   $  39    $ 122
                                                                 =====    =====

                                                                     (Continued)
 
                                        5

          
                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                                                                    Six Months
                                                                  Ended June 30,
                                                                  --------------
                                                                  1996      1995
                                                                  ----      ----
Supplemental disclosures of cash flow information:
 Net cash paid during the periods for:
   Interest expense ..........................................   $  29    $  23
   Income taxes ..............................................      26       17


*Net change in working capital by component (excluding
  cash and cash equivalents, deferred income taxes and
  short-term debt):
  (Increase) decrease in current assets:
     Notes and accounts receivable:
         Sale of receivables .................................   $   2    $  (2)
         Other changes .......................................     (22)     (23)
     Inventories .............................................     (24)     (11)
     Prepaid expenses and other current assets ...............       4        -
  Increase (decrease) in payables and accruals ...............     (22)      33
                                                                 -----    -----

         Working capital .....................................   $ (62)   $  (3)
                                                                 =====    =====

See accompanying Notes to Consolidated Financial Statements.

                                        6



                                                           PART I (Cont.)


                                              UCAR INTERNATIONAL INC. AND SUBSIDIARIES

                                      Consolidated Statement of Stockholders' Equity (Deficit)

                                                   Six Months Ended June 30, 1996
                                                        (Dollars in millions)
                                                             (Unaudited)


                                                                           Cumulative
                                                                             Foreign
                                                            Additional      Currency      Retained         Total
                                                  Common      Paid-in      Translation    Earnings     Stockholders'
                                                   Stock      Capital      Adjustment     (Deficit)  Equity (Deficit)
                                                   -----      -------      ----------     ---------  ----------------
                                                                                              

Balance At December 31, 1995...............     $    -        $   485      $   (116)     $   (536)       $  (167)
Exercise of employee stock options.........          -              2            -             -               2
Tax benefit arising from exercise
   of employee stock options...............          -              2            -             -               2
Reclassification of:
   Common stock subject to "puts"..........          -              8            -             -               8
   Related loans to management.............          -             (3)           -             -              (3)
Registration cost of offering..............          -             (1)           -             -              (1)
Translation adjustments....................          -              -            -             -               -
Net income.................................          -              -            -             80             80
                                                -------       -------      --------      --------        -------

Balance At June 30, 1996...................     $    -        $   493      $   (116)     $   (456)       $   (79)
                                                =======       =======      ========      ========        =======

See accompanying Notes to Consolidated Financial Statements.

                                        7


                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(1)    INTERIM FINANCIAL PRESENTATION

       The interim Consolidated Financial Statements are unaudited;  however, in
       the opinion of  management,  they have been prepared in  accordance  with
       Rule 10-01 of  Regulation  S-X  adopted by the  Securities  and  Exchange
       Commission  ("Commission")  and reflect all adjustments (all of which are
       of a normal,  recurring  nature) which are necessary for a fair statement
       of the financial condition, results of operations, cash flows and changes
       in stockholders'  equity (deficit) for the periods presented.  Results of
       operations  for the six months  ended June 30,  1996 are not  necessarily
       indicative of the results that may be expected for the entire fiscal year
       ending December 31, 1996.

       As used in these  Notes,  references  to "UCAR"  mean UCAR  International
       Inc.,  to  "Global"  mean  UCAR  Global   Enterprises   Inc.,  a  direct,
       wholly-owned  subsidiary of UCAR,  and to the "Company" mean UCAR and its
       subsidiaries   (including  Global),   collectively.   Separate  financial
       statements of Global are not presented because they would not be material
       to holders of senior subordinated notes. The Company's investment in EMSA
       (Pty.) Ltd. ("EMSA"), a 50%-owned company, is carried on the equity basis
       and its  proportional  share of the net income of EMSA is reported  under
       the caption "UCAR share of net income from company carried at equity". At
       June  30,  1996,   retained  earnings   (deficit)  included  $35  million
       representing UCAR's share of the undistributed earnings (prior to foreign
       currency translation adjustment) of EMSA.

(2)    UCAR GLOBAL ENTERPRISES INC.

       UCAR has no material  assets,  liabilities or operations other than those
       that result from its ownership of 100% of the outstanding common stock of
       Global.

       The following is a summary of the consolidated  assets and liabilities of
       Global and its  subsidiaries  at June 30, 1996 and  December 31, 1995 and
       its consolidated  results of operations for the three month and six month
       periods ended June 30, 1996 and 1995:
                                                      June 30,      December 31,
                                                        1996            1995
                                                        ----            ----
                                                        (Dollars in millions)
       Assets: 
         Current assets............................   $  430          $  403
         Non-current assets .......................      447             461
                                                      ------          ------
            Total assets...........................   $  877          $  864
                                                      ======          ======
       Liabilities:                                              
         Current liabilities.......................   $  199             228
         Non-current liabilities ..................      753             793
                                                      ------          ------
            Total liabilities......................   $  952          $1,021
                                                      ======          ======
       Minority stockholders' equity in                        
            consolidated entities .................   $    4          $    5
                                                      ======          ======
                                                      
                                        8


                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

               Notes to Consolidated Financial Statements (Cont.)
                                   (Unaudited)

                   
                                               Three Months        Six Months
                                              Ended June 30,     Ended June 30,
                                              --------------     --------------
                                              1996      1995     1996      1995
                                              ----      ----     ----      ----
                                                    (Dollars in millions)
Net sales ................................   $ 241     $ 227    $ 484     $ 437 
Gross profit .............................      96        88      189       162
Income (loss) before extraordinary charge
  and cumulative effect of change in
  cumulative effect of change in
  accounting principles ..................      38        27       73       (19)
Net income (loss) ........................      38        25       80       (21)


(3)    CHANGE IN ACCOUNTING FOR INVENTORIES

       Effective  January 1, 1996, the Company changed its method of determining
       LIFO inventories.  The new methodology provides  specifically  identified
       parameters  for defining new items within the LIFO pool which the Company
       believes improves the accuracy of costing those items.

       The Company  recorded income of $7 million (after related income taxes of
       $4  million)  as the  cumulative  effect on prior years of this change in
       accounting  for  inventories.  The Company  believes this change will not
       materially impact the Company's ongoing results of operations.

(4)    INCOME TAXES

       In  connection  with the  leveraged  recapitalization  of the  Company in
       January 1995 ("Recapitalization"),  certain foreign subsidiaries borrowed
       and  repatriated  funds to the United  States.  In the three months ended
       March 31, 1995,  the Company  recorded a tax  liability of $37 million in
       connection therewith.

(5)    RESTRUCTURING COSTS

       The  Company  recorded  restructuring  costs of $30  million in the three
       months ended March 31, 1995 to write-off  fixed assets of $22 million and
       accrue $8 million of related  shutdown costs in connection with a project
       to close  certain high cost  manufacturing  operations  and to add modern
       lower cost  manufacturing  operations  at the  Company's  North  American
       graphite electrode plants.

                                        9


                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

               Notes to Consolidated Financial Statements (Cont.)
                                   (Unaudited)


(6)    OTHER (INCOME) EXPENSE - NET

       The following is an analysis of other (income) expense (net):

                                             Three Months         Six Months
                                            Ended June 30,      Ended June 30,
                                            --------------      --------------
                                            1996      1995      1996      1995
                                            ----      ----      ----      ----
                                                  (Dollars in millions)

Foreign currency adjustments ............   $  -      $ (6)     $  1      $ (4)
Interest income .........................     (3)       (6)       (5)      (13)
Loss on sales and disposals of assets ...      1         -         1         1
Brazilian monetary correction ...........      -         -         -         2
Bank fees due to Recapitalization .......      -         -         -         7
Other ...................................      2         4         4         5
                                            ----      ----      ----      ----
                                            $  -      $ (8)     $  1      $ (2)
                                            ====      ====      ====      ==== 
                                                                                

(7)    EARNINGS PER SHARE

       Primary Net Income Per Share

       Primary net income per share is  computed  by dividing  net income by the
       weighted average number of common shares  outstanding  during the period.
       The weighted average number of common shares outstanding  includes common
       stock  equivalents  calculated  in accordance  with the  "treasury  stock
       method,"  wherein the net proceeds from the exercise  thereof are assumed
       to be used to  repurchase  outstanding  shares  of  common  stock  at the
       average market price for the period.  Fully diluted earnings per share is
       not  significantly  different  than  primary  net  income  per share, and
       therefore, has not been presented.

       Pro Forma Net Income Per Share

       For the  unaudited  pro forma net income per share data  presented on the
       Consolidated  Statements of Operations,  historical net income (loss) for
       the three  month  and six  month  periods  ended  June 30,  1995 has been
       adjusted as if the  Recapitalization  and the  Company's  initial  public
       offering ("Initial  Offering"),  redemption of senior  subordinated notes
       ("Redemption") and refinancing of credit facilities  ("Refinancing")  had
       occurred  as of January 1, 1995 and to exclude the  extraordinary  charge
       and the  non-recurring  effects of the  Recapitalization  and the Initial
       Offering.  The  weighted  average  number  of common  shares  outstanding
       reflects shares of common stock  outstanding  after the Initial Offering,
       including  common stock  equivalents  calculated in  accordance  with the
       "treasury  stock  method,"  wherein the net  proceeds  from the  exercise
       thereof
      
                                       10


                                 PART I (Cont.)


                    UCAR INTERNATIONAL INC. AND SUBSIDIARIES

               Notes to Consolidated Financial Statements (Cont.)
                                   (Unaudited)


       are assumed to be used to repurchase  outstanding  shares of common stock
       at $23.75 (the  initial  public  offering  price per share in the Initial
       Offering).

       The  following  table is a summary  of the pro forma  adjustments  to net
       income (loss) for the periods presented:

                                                   Three Months     Six Months
                                                  Ended June 30,  Ended June 30,
                                                  --------------  --------------
                                                       1995            1995    
                                                       ----            ----
                                                      (Dollars in millions)
Net income (loss) as reported in the Consolidated
   Financial Statements.............................. $  25          $  (21)
    
Pro forma effects of the Recapitalization (after tax):
     Compensation expense related to the Company's
       long term incentive compensation plan ........     -               1
     Senior subordinated credit facility expense ....     -               4
     Net adjustment to interest .....................     -              (3)
     Taxes due to Recapitalization ..................     -              37

Pro forma effects of the Initial Offering and
  Redemption (after tax):
     Net adjustment to interest .....................     3               7
     Extraordinary charge ...........................     2               2

Pro forma effects of the Refinancing (after tax):
     Net adjustment to interest .....................     2               4
                                                       ----            ----

Pro forma net income................................. $  32           $  31
                                                      =====           =====

                                       11


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
        OF OPERATIONS
        -------------

GENERAL

As used herein,  references to "UCAR" mean UCAR International  Inc., to "Global"
mean UCAR Global  Enterprises Inc., a direct,  wholly-owned  subsidiary of UCAR,
and  to the  "Company"  mean  UCAR  and  its  subsidiaries  (including  Global),
collectively.

On January 26,  1995,  the  Company  consummated  a  leveraged  recapitalization
("Recapitalization").  On August 15,  1995,  UCAR  completed  an initial  public
offering  ("Initial  Offering")  of its common  stock,  par value $.01 per share
("Common Stock"). On September 11, 1995, the Company acquired  substantially all
of the outstanding common stock of its Brazilian  subsidiary,  UCAR Carbon S.A.,
held by public  shareholders  in Brazil.  On  September  15,  1995,  the Company
redeemed $175 million aggregate  principal amount of Senior  Subordinated  Notes
("Subordinated  Notes") at a  redemption  price  equal to 110% of the  aggregate
principal  amount thereof,  plus accrued  interest  thereon of  approximately $4
million ("Redemption"). On October 19, 1995, the Company refinanced its existing
credit  facilities  ("Recapitalization  Bank  Facilities")  and entered into new
credit facilities  ("Senior Bank  Facilities") at more favorable  interest rates
and with more favorable covenants.

On March 6, 1996, certain  stockholders of UCAR sold 16,675,000 shares of Common
Stock in a secondary public offering  ("Secondary  Offering").  In the Secondary
Offering,  Blackstone  Capital  Partners II Merchant  Banking  Fund L.P. and its
affiliates (collectively,  "Blackstone"), Chemical Equity Associates and certain
members of management sold approximately  15,449,000 shares, 826,000 and 400,000
shares,   respectively.   After  the  Secondary   Offering,   Blackstone   owned
approximately  20% of the outstanding  shares of Common Stock. UCAR did not sell
any shares in the  Secondary  Offering and did not receive any proceeds from the
shares sold by the  selling  stockholders.  Approximately  193,000 of the shares
sold by management  consisted of shares issued upon the exercise of vested stock
options  concurrently  with the  Secondary  Offering  and the  Company  received
proceeds of approximately $1.5 million from the exercise of such options.

RESULTS OF OPERATIONS

Three Month and Six Month Periods Ended June 30, 1996 as Compared to Three Month
and Six Month Periods Ended June 30, 1995

Net sales of $241 million in the second quarter of 1996 ("1996 Second  Quarter")
represents a 6% increase over net sales of $227 million in the second quarter of
1995 ("1995 Second Quarter").  Graphite electrode sales were $170 million in the
1996  Second  Quarter as compared  to $169  million in the 1995 Second  Quarter.
While net sales of graphite  electrodes  remained  flat,  the volume of graphite
electrodes  sold  declined 7% to 50,000  metric tons in the 1996 Second  Quarter
from 53,900 metric tons in the 1995 Second  Quarter.  This decline was primarily
due to a temporary  delay in shipments of ordered  electrodes to certain  export
markets  pending  receipt  of  satisfactory  assurances  of  payment.  It is the
Company's practice to assure security of payment before shipping  products.  The
Company  believes  virtually  all of 

                                       12


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



these orders will be released for shipment prior to the end of 1996.  Subsequent
to June 30, 1996 the Company has received satisfactory  assurances as to some of
these orders and has released the corresponding  shipments.  The average selling
price  (in  dollars  and net of  change  in  currency  exchange  rates)  for the
Company's  graphite  electrodes  rose by 5.3% per metric ton in the 1996  Second
Quarter as compared to the 1995 Second Quarter.  Net sales of graphite specialty
products  in the 1996  Second  Quarter  increased  26% to $34  million  from $27
million in the 1995 Second Quarter. This increase was due primarily to increased
sales of molded  products used primarily in the  manufacture of rail car wheels,
extruded,  purified products used largely by the semiconductor  industries,  and
products used for composite  tooling  applications in the aerospace and aircraft
manufacturing  industries.  The average  selling  price for  graphite  specialty
products rose 8% (in dollars and net of changes in currency  exchange  rates) in
the 1996 Second  Quarter as compared  to the 1995 Second  Quarter.  Net sales of
carbon  specialty  products  increased  29% to $27  million  in the 1996  Second
Quarter  from $21  million in the 1995 Second  Quarter.  This  increase  was due
primarily  to a  previously  forecasted  increase  in  demand  and an  emergency
shipment  of  carbon  refractory  materials  generally  used  to  re-line  blast
furnaces. Net sales of  Grafoil(Registered)  remained flat at $9 million in both
the 1996 Second Quarter and the 1995 Second Quarter.

Net sales in the six months  ended June 30, 1996 (the "1996  Period")  were $484
million,  an  increase  of 11% over net sales of $437  million in the six months
ended June 30, 1995 (the "1995 Period").  Net sales of graphite  electrodes were
$353  million in the 1996 Period as compared to $327 million in the 1995 Period.
The volume of graphite electrodes sold declined 2,700 metric tons or 2.5% in the
1996  Period  as  compared  to the  1995  Period  due to the  delayed  shipments
described  above.  The  average  selling  price (in dollars and net of change in
currency exchange rates) for the Company's graphite  electrodes rose by 8.5% per
metric  ton in the 1996  Period as  compared  to the 1995  Period.  Net sales of
graphite specialty products in the 1996 Period increased 21% to $64 million from
$53 million in the 1995 Period due to both  increased  demand and selling price.
Net sales of carbon specialty  products increased 29% to $49 million in the 1996
Period from $38 million in the 1995 Period.  This increase was due to a 6% price
increase  (in dollars)  which became  effective on January 1, 1996, a previously
forecasted  increase in demand and emergency  shipment of refractory  materials.
Net sales of Grafoil(Registered) were $18 million in the 1996 Period as compared
to $19 million in the 1995 Period.

Cost of sales  increased 4% to $145 million in the 1996 Second Quarter from $139
million in the 1995 Second  Quarter.  This  increase  was  primarily  due to the
increased  volume of carbon specialty and graphite  specialty  products sold. In
the 1996 Period, cost of sales increased 7% to $295 million from $275 million in
the 1995 Period,  also due primarily to the increased volume of carbon specialty
and graphite specialty products sold.

As a result of the changes  described  above,  the Company's gross profit margin
increased  to 39.8% in the 1996  Second  Quarter  from 38.8% in the 1995  Second
Quarter.  In the 1996 Period,  gross profit margin increased to 39.0% from 37.1%
in the 1995 Period.

Selling,  administrative and other expenses decreased to $23 million in the 1996
Second Quarter from $26 million in the 1995 Second Quarter. For the 1996 Period,
selling,  administrative  and other  expenses  decreased to $45 million from $48
million in the 1995 Period. The decrease is due to an accrual in the

                                       13


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



1995  Second  Quarter of  compensation  expense  relating to  performance  stock
options while there was no such accrual in the 1996 Second Quarter.

Restructuring  costs  of $30  million  were  incurred  in  the  1995  Period  in
connection  with a project,  approved by UCAR's  Board of  Directors  in January
1995, which involved the closure of certain high cost  manufacturing  operations
and the addition of modern lower cost manufacturing  operations at the Company's
North  American  graphite  electrode  plants  ("Rationalization  Project").  The
Rationalization Project is expected to yield approximately $23 million in annual
cost savings, with approximately $20 million expected to be realized in 1996 and
the full $23 million  expected to be realized in 1997 (in each case, as compared
to 1994).  These  restructuring  costs  include  fixed asset  write-offs  of $22
million and $8 million of facility closing expenses and  environmental  clean-up
costs. No restructuring costs were incurred in the second quarter of either 1996
or 1995.

Other  (income)  expense (net) was nil in the 1996 Second Quarter as compared to
income of $8 million in the 1995 Second  Quarter.  This change was primarily due
to a $3  million  decrease  in  interest  income and a $6  million  decrease  in
exchange gains on transactions denominated in foreign currencies.  Certain hedge
transactions  have been  implemented  to mitigate the currency  exposure for the
Company on a global basis.  Other (income) expense (net) for the 1996 Period was
$1 million of expense as compared  to income of $2 million for the 1995  Period.
The major changes between the 1996 Period and the 1995 Period were an $8 million
decrease  in  interest  income  and a $6  million  expense  in the  1995  Period
associated  with a back-up  senior  subordinated  credit  facility  provided  by
Chemical Bank in connection with the Recapitalization.

Operating profit in the 1996 Second Quarter was $71 million (29.5% of net sales)
as compared to $69 million (30.4% of net sales) in the 1995 Second  Quarter.  In
the 1996  Period,  operating  profit  was $139  million  (28.7% of net sales) as
compared to $83 million  (19.0% of net sales) in the 1995 Period.  Excluding the
restructuring costs of $30 million, the non-recurring expenses of $6 million for
a senior  subordinated  credit  facility  which  was  available  but not used in
connection  with the  Recapitalization  and $2 million under the Company's  long
term  incentive  compensation  plan  which  were  incurred  as a  result  of the
Recapitalization,  operating  profit  in the 1995  Period  would  have been $121
million (27.7% of net sales).

Interest  expense  decreased to $15 million in the 1996 Second  Quarter from $26
million in the 1995 Second Quarter.  The average  outstanding  total debt in the
1996  Second  Quarter was $643  million as compared to $927  million in the 1995
Second Quarter,  and the average annual interest rate in the 1996 Second Quarter
was 9.5% as  compared  to 10.8% in the 1995  Second  Quarter.  Interest  expense
decreased  to $31  million in the 1996  Period as compared to $49 million in the
1995 Period. The average outstanding total debt was $656 million and the average
annual  interest  rate was 9.5% in the 1996  Period as  compared  to an  average
outstanding  total debt of $887 million and an average  annual  interest rate of
9.9% in the 1995 Period.

The  provision  for income  taxes was $19 million in the 1996 Second  Quarter as
compared to $15 million in the 1995 Second  Quarter.  This increase is primarily
due to higher pre-tax  income.  The provision for

                                       14


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



income  taxes  decreased  to $38  million in the 1996  Period as compared to $52
million in the 1995 Period. The decrease in income tax expense was primarily due
to non-recurring  taxes of  approximately  $37 million in the 1995 first quarter
associated  with the  Recapitalization  as a result of the  repatriation  to the
United States of funds borrowed by foreign subsidiaries, partially offset by the
effect of the improvement in income before provision for income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Debt

At June 30, 1996, the Company had total debt of $632 million as compared to $668
million at December 31,  1995.  The Company had a  stockholders'  deficit of $79
million at June 30, 1996 as compared to $167 million at December  31, 1995.  The
Company  believes that cash flow from operations  combined with its $100 million
revolving  credit  facility and existing  cash balances will be adequate to meet
the Company's debt service  requirements,  fund continued capital  requirements,
allow for growth  opportunities  and meet working capital and general  corporate
needs.

Inventory Levels and Working Capital

Inventory  levels at any specified date are affected by increases in inventories
of raw materials to meet  anticipated  increases in sales of finished  products,
customer buy-ins and other factors  affecting net sales from quarter to quarter.
Inventory levels increased to $169 million at June 30, 1996 from $136 million at
December  31,  1995.  This  increase  was  primarily  due to an $11 million LIFO
accounting method change, a $6 million temporary  build-up of inventory in North
America  due  to the  Rationalization  Project  and a $16  million  increase  of
inventory in Europe as a result of delay in shipments to certain  export markets
pending receipt of satisfactory assurances of payment.

The Company's  working  capital  increased to $231 million at June 30, 1996 from
$175 million at December 31, 1995. The increase is primarily due to the increase
in inventory  described  above,  an increase of $17 million in receivables and a
decrease  of $26  million in accrued  liabilities  and  payables.  Cash and cash
equivalents  were $14 million  lower at June 30, 1996 than at December 31, 1995.
Cash and cash equivalents at June 30, 1996 included $2 million set aside for the
Rationalization  Project  and  $28  million  held  by  the  Company's  Brazilian
subsidiary.

Capital Expenditures

Capital  expenditures  aggregated  $23  million  (including  $1 million  for the
Rationalization  Project)  in the 1996  Period as compared to $23 million in the
1995  Period.  Capital  expenditures  have been and will be made  during 1996 to
maintain  existing  facilities  and  equipment,  to achieve  cost savings and to
improve operating  efficiency  (including the Rationalization  Project and other
restructuring   and  reengineering   projects).   The  Company  expects  capital
expenditures in 1996 to total approximately $60 million (including  expenditures
relating to the  Rationalization  Project  which were  pre-funded as part of the

                                       15


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



Recapitalization).  Capital  expenditures for environmental  protection have not
been  and are not  expected  to be a  significant  factor  with  respect  to the
Company's capital expenditures as a whole.

Acquisition

On May 21, 1996,  the Company  announced its intention to pursue the purchase of
70% of the outstanding  shares of Carbone Savoie, a wholly owned subsidiary of a
competitor.  It is the intent of both parties to consummate  the  transaction by
September 30, 1996,  after  satisfaction  of a number of  conditions,  including
execution  of  definitive   agreements,   receipt  of  governmental   approvals,
satisfactory  completion of due diligence and approval by the senior  management
of both  parties  and  their  respective  Boards of  Directors.  While the final
purchase price will not be determined until after satisfactory completion of due
diligence,  it is estimated  that the purchase price will not exceed 200 million
French Francs. The Company intends to finance payment of the purchase price from
existing cash,  cash flow from  operations  and  borrowings  under its revolving
credit facility.

Restrictions on Dividends and Distributions

Under the Senior Bank Facilities, UCAR and Global are generally permitted to pay
dividends to their  respective  stockholders  only in an annual amount up to the
greater of $15 million or a specified  percentage of adjusted  consolidated  net
income.

The  indenture  relating  to the  Subordinated  Notes  restricts  the payment of
dividends by Global to UCAR if (a) at the time of such proposed dividend, Global
is unable to meet certain  indebtedness  incurrence  and income tests or (b) the
total amount of the dividend paid exceeds  specified  aggregate  limits based on
consolidated  net income and net proceeds from asset and stock sales and certain
other  transactions.  Such  restrictions  are not applicable to dividends (i) in
respect of UCAR's  administrative  fees and  expenses  and (ii) for the specific
purpose of the purchase or  redemption  by UCAR of capital stock held by present
or former  officers  of the  Company up to $5 million per year or $25 million in
the aggregate.

CHANGES IN ACCOUNTING PRINCIPLES

Effective  January 1, 1996, the Company  changed its method of determining  LIFO
inventories. The new methodology provides specifically identified parameters for
defining new items within the LIFO pool which the Company believes  improves the
accuracy of costing those items.

The Company  recorded  income of $7 million  (after  related  income taxes of $4
million) as the  cumulative  effect on prior years of this change in  accounting
for inventories. The Company believes this change will not materially impact the
Company's ongoing results of operations.

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial   Accounting  Standards  ("SFAS")  123,  "Accounting  for  Stock-Based
Compensation"  which is effective for years  beginning  after December 15, 1995.
SFAS 123 permits a fair value based  method of  accounting  for  employee  stock
compensation  plans.  It also allows a company to continue to use the  intrinsic
value

                                       16


                                 PART I (Cont.)


                             UCAR INTERNATIONAL INC.



method of accounting  prescribed by Accounting  Principles Board Opinion No. 25,
"Accounting  for Stock Issued to Employees"  ("APB 25").  Companies  electing to
continue  to use  the  accounting  prescribed  by APB 25  must  make  pro  forma
disclosures  of net income  and net income per share as if the fair value  based
method of accounting  defined in SFAS 123 had been applied.  The Company intends
to continue the method of accounting for stock-based  compensation prescribed by
APB 25; accordingly, the adoption of SFAS 123 will have no effect on the Company
with the exception of expanded disclosures required under SFAS 123.

                                       17


                           PART II. OTHER INFORMATION


                             UCAR INTERNATIONAL INC.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------

On May 7, 1996, the Company held its annual meeting of  stockholders in Danbury,
Connecticut. The stockholders elected the following directors with corresponding
votes for and withheld:

                                          Number Of             Number Of
    Name Of Director                  Shares Voted For        Shares Withheld
    ----------------                  ----------------        ---------------

    Robert P. Krass................      41,786,999               262,831
    R. Eugene Cartledge............      41,820,784               229,046
    John R. Hall...................      41,820,909               228,921
    Glenn H. Hutchins..............      41,784,300               265,530
    Robert D. Kennedy..............      41,787,109               262,721
    Howard A. Lipson...............      41,783,996               265,834
    Peter G. Peterson..............      40,680,065             1,369,765
    Stephen A. Schwarzman..........      41,784,386               265,444


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------

(a) EXHIBITS

    The exhibits  listed in the following  table have been filed as part of this
    Quarterly Report on Form 10-Q.

    Exhibit
    Number                          Description of Exhibit
    ------                          ----------------------

    10.30      Amendment to UCAR International Inc. Management Stock Option Plan
               dated July 29, 1996

    10.31(a)   First Amendment to UCAR International Inc. Bonus II Plan dated 
               May 7, 1996

    10.33      Amended and Restated UCAR International Inc. Officers' Incentive 
               Plan dated May 7, 1996

    10.41(a)   Second Amendment to the UCAR Carbon Retirement Plan dated 
               May 7, 1996

    10.45      Amended and Restated Equalization Benefit Plan for Participants  
               of the UCAR Carbon Retirement Plan dated May 7, 1996

    10.54(a)   First Amendment to UCAR International Inc. 1995 Equity Incentive 
               Plan dated July 29, 1996

                                       18


                           PART II. OTHER INFORMATION


                             UCAR INTERNATIONAL INC.



    10.55      First Amendment to UCAR International Inc. 1995 Directors' Stock 
               Plan dated July 29, 1996

    10.57(a)   Amendment to UCAR International Inc. 1996  Mid-Management Equity 
               Incentive Plan dated July 29, 1996

    11         Statement re: computation of per share earnings

    27         Financial Data Schedule


(b) REPORTS ON FORM 8-K

    No Report on Form 8-K was filed during the quarter for which this  Quarterly
    Report on Form 10-Q is filed.

                                       19


                             UCAR INTERNATIONAL INC.


                                    SIGNATURE

                                                  

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           UCAR INTERNATIONAL INC.

Date:  August 1, 1996                      By:   /s/ William P. Wiemels
                                                 ----------------------
                                                 William P. Wiemels
                                                 Vice President, Chief
                                                 Financial Officer and Treasurer
                                                 (Principal Financial Officer)

                                       20


                             UCAR INTERNATIONAL INC.


                                INDEX TO EXHIBITS


                             

Exhibit No.       Description                                              Page

10.30      Amendment to UCAR International Inc. Management Stock 
           Option Plan dated July 29, 1996...............................  E-2

10.31(a)   First Amendment to UCAR International Inc. Bonus II Plan 
           dated May 7, 1996.............................................  E-4

10.33      Amended and Restated UCAR International Inc. Officers' 
           Incentive Plan dated May 7, 1996..............................  E-5

10.41(a)   Second Amendment to the UCAR Carbon Retirement Plan dated 
           May 7, 1996...................................................  E-13

10.45      Amended and Restated Equalization Benefit Plan for 
           Participants of the UCAR Carbon Retirement Plan dated 
           May 7, 1996...................................................  E-14

10.54(a)   First Amendment to UCAR International Inc. 1995 Equity 
           Incentive Plan dated July 29, 1996............................  E-18

10.55      First Amendment to UCAR International Inc. 1995 Directors' 
           Stock Plan dated July 29, 1996................................  E-19

10.57(a)   Amendment to UCAR International Inc. 1996 Mid-Management 
           Equity Incentive Plan dated July 29, 1996...................... E-20

11         Statement re: computation of per share earnings................ E-21

27         Financial Data Schedule........................................ E-22


                                                                             E-1