UCAR Adopts Stockholder RightsPlan.

DANBURY, Conn.--(BUSINESS WIRE)--August 7, 1998--UCAR International Inc. (NYSE: UCR) today announced that its Board of Directors has adopted a Stockholder Rights Plan. This action follows other previously announced recent developments relating to the Company, including election of a new President

and Chief Executive Officer, election of a new Controller, restructuring of its worldwide management team and settlement of a majority of its U.S. civil antitrust litigation. The Rights Plan is intended to enable the new management team to focus on enhancing stockholder value through implementation of long-term business strategies.

Mr. Robert D. Kennedy, Chairman of the Board, stated, "We are extremely pleased with recent developments. As a result of these developments, however, our Board of Directors believes that the Company is currently undervalued. The Rights Plan is intended to enable all UCAR stockholders to realize the long-term value of their investment. The Rights Plan will not prevent a takeover, but should encourage anyone seeking to acquire the Company to first negotiate with the Board of Directors.

"The Rights are designed to assure that all UCAR stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of the Company without paying all stockholders a fair price. The Rights are not being distributed in response to any specific effort to acquire the Company and the Company is not aware of any such effort."

The Rights will be distributed on September 21, 1998 as a dividend payable to stockholders of record on August 20, 1998. The Rights will expire on August 7, 2008. The distribution of the Rights is not taxable to stockholders.

When the Rights become exercisable, each Right will entitle the holder to buy, at an exercise price of $110, a fractional interest in shares of newly created Series A Junior Participating Preferred Stock (which have rights similar to the Common Stock) or shares of Common Stock at a discount, subject to adjustment as set forth in the Rights Agreement pursuant to which the Rights were issued. The Rights will be exercisable only if a person or group acquires beneficial ownership of 15 percent or more of the outstanding Common Stock or announces a tender offer the consummation of which would result in a person or group acquiring beneficial ownership of 15 percent or more of the outstanding Common Stock. The Board of Directors is entitled to redeem the Rights at one cent per Right at any time before a person or group acquires beneficial ownership of 15 percent or more of the outstanding Common Stock.

If the Company is acquired in a merger or other business combination after a person or group acquires beneficial ownership of 15 percent or more of the outstanding Common Stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, shares of the acquiring company's common stock at a discount.

Following the acquisition by a person or group of beneficial ownership of 15 percent or more of the outstanding Common Stock and prior to such person's or group's acquisition of beneficial ownership of 50 percent or more of the outstanding Common Stock, the Board of Directors may exchange the Rights, in whole or in part, at the rate of one share of Common Stock (or a fractional interest in shares of Series A Junior Participating Preferred Stock) per Right, under the circumstances and subject to adjustment as set forth in the Rights Agreement.

If a person or group acquires beneficial ownership of 15 percent or more of the outstanding Common Stock, the Rights of such beneficial holder will become void. Any stockholder currently reported to beneficially own more than 15 percent of outstanding Common Stock is grandfathered under the Plan. However, if such stockholder's beneficial ownership should increase significantly, the Rights of such stockholder would likewise become void.

UCAR International Inc. is the largest manufacturer of graphite and carbon electrodes in the world, with sales in more than 80 countries and manufacturing facilities on four continents. Graphite electrodes, the Company's principal product, are consumed primarily in the production of steel in electric arc furnaces, the steelmaking technology used by all "mini-mills," and for refining steel in ladle furnaces. The Company is also the leading producer of cathode blocks which are consumed in the production of aluminum. The Company also manufactures GRAFOIL(R) flexible graphite and other graphite and carbon products, as well as cooling systems and components for steelmaking furnaces and other high temperature applications.

For news releases via fax dial 1-800-239-5323. For additional information on UCAR call 1-203-207-7700.

   CONTACT: Michael T. Norton
             Director of Investor Relations & Risk Management
             203-207-7726