SECURITIES AND EXCHANGE COMMISSION 
    WASHINGTON, D.C. 20549 
    FORM 10-Q/A (Amendment No. 1)


(Mark One)

|X | QUARTERLY REPORT UNDER SECTION
        13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2007OR | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|  | 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 001-14789GENTEK INC.
|-------------------------------------------

|(Exact name of registrant as specified in its charter)
|------------------------------------------------------

|Delaware                                                       | 02-0505547                             
|-------------------------------------------------------------- | ---------------------------------------
|(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)
|                                                              
|90 East Halsey Road                                            |                                        
|Parsippany, New Jersey                                         | 07054                                  
|(Address of principal executive offices)                       | (Zip Code)                             
|                                                              
|(973) 515-3221                                                
|(Registrants telephone number, including area code)          

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.YesXNo

Indicate by check mark whether the
    registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
    filer. See definition of accelerated filer and large accelerated
  filer in Rule 12b-2 of the Exchange Act. (Check One):

|Large Accelerated Filer | Accelerated Filer __X__ | Non-accelerated filer
|----------------------- | ----------------------- | ---------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNoX

Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.YesXNo

The number of outstanding shares of
    the Registrants Common Stock as of April 30, 2007 was 10,394,341.





---



EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to our Quarterly
Report on Form 10-Q as of and for the period ended March 31, 2007, initially
filed with the Securities and Exchange Commission on May 15, 2007, is being filed
to reflect the restatement of our Condensed Consolidated Statements of Cash Flows
for the periods ended March 31, 2007 and 2006 and our Condensed Consolidated
Balance Sheet as of March 31, 2007, and the notes related thereto. Additionally,
amended to reflect the effects of these changes are Part I, Item 2,Managements
Discussion and Analysis of Financial Condition and Results of Operations and Part I, Item 4,
Controls and Procedures.

Subsequent to the issuance of the Companys condensed
consolidated financial statements as of and for the period ended March 31, 2007,
management determined that it had inappropriately included amounts accrued for
the purchase of property, plant and equipment in Changes in accounts payable
in the Cash Flows from Operating Activities and in Capital expenditures in the
Cash Flows from Investing Activities on its Condensed Consolidated Statements
of Cash Flows rather than as non-cash investing activities. In addition, deferred
financing costs and amounts borrowed and repaid on its revolving credit facility
during the first quarter of 2007 were presented net in Issuance of long term
debt, rather than showing the financing costs paid, proceeds and repayments separately.
As a result, the Company has restated the Condensed Consolidated Statements of
Cash Flows for the periods ended March 31, 2007 and March 31, 2006.

Management also identified certain
    errors in their adoption of the recognition and disclosure provisions of
    Statement of Financial Accounting Standards No. 158, Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans, an amendment
    of FASB Statements No. 87, 88, 106 and 132(R) (SFAS 158).
	The Company incorrectly included a deferred tax for the non-taxable portion
	of the transition adjustment related to previously unrecognized accumulated
	actuarial gains due to the impact of the federal subsidy provided under the
	Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act).
	As a result, the Company has
    restated the condensed consolidated balance sheet as of March
    31, 2007.

In addition to the aforementioned restatements, subsequent to the issuance of the Companys condensed consolidated financial statements as of and for the period ended March 31, 2007, management determined that there were errors as of and for the year ended December 31, 2006 in the adoption of the recognition and disclosure provisions of SFAS 158 relating to the inappropriate inclusion of the transition adjustment within comprehensive income; the inclusion of certain minimum pension liability adjustments within the transition adjustment and deferred taxes established for the Act
Securities and Exchange Commission.

See Note 14 to the condensed consolidated financial statements for more information.

---



GENTEK INC.

FORM 10-Q/A

QUARTERLY PERIOD ENDED MARCH 31, 2007

INDEX

|                               |                                                                                                                                                                    |                                                             |      | Page No.
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------- | ---- | --------
|PART I. FINANCIAL INFORMATION: |                                                                                                                                                                    |                                                            
|Item 1.                        |                                                                                                                                                                    | Financial Statements                                        |      |         
|                               | Condensed Consolidated
      Statements of Operations  Three Months Ended March 31, 2007
    and 2006                                                             |                                                             | 1   
|                               | Condensed Consolidated
      Balance Sheets  March 31, 2007 and December 31, 2006 (as Restated)                                                                   |                                                             | 2   
|                               | Condensed Consolidated
      Statements of Cash Flows  Three Months Ended
    March 31, 2007 (as Restated) and 2006 (as Restated)                                 |                                                             | 3-4 
|                               | Condensed Consolidated
      Statement of Changes in Equity  Year ended December 31, 2006 (as
      Restated) and
              Three Months Ended March 31, 2007 |                                                             | 5   
|                               | Notes to the Condensed
      Consolidated Financial Statements                                                                                                     |                                                             | 6-13
|Item 2.                        |                                                                                                                                                                    | Managements Discussion and Analysis of Financial           |      |         
|                               |                                                                                                                                                                    | Condition and Results of Operations                         |      | 14-17   
|Item 3.                        |                                                                                                                                                                    | Quantitative and Qualitative Disclosures About Market Risk  |      | 17-18   
|Item 4.                        |                                                                                                                                                                    | Controls and Procedures                                     |      | 18      
|PART II. OTHER INFORMATION:    |                                                                                                                                                                    |                                                            
|Item 1.                        |                                                                                                                                                                    | Legal Proceedings                                           |      | 19      
|Item 1A.                       |                                                                                                                                                                    | Risk Factors                                                |      | 19      
|Item 2.                        |                                                                                                                                                                    | Unregistered Sales of Equity Securities and Use of Proceeds |      | 19      
|Item 3.                        |                                                                                                                                                                    | Defaults Upon Senior Securities                             |      | 19      
|Item 4.                        |                                                                                                                                                                    | Submission of Matters to a Vote of Security Holders         |      | 19      
|Item 5.                        |                                                                                                                                                                    | Other Information                                           |      | 19      
|Item 6.                        |                                                                                                                                                                    | Exhibits                                                    |      | 19-22   
|SIGNATURES                     |                                                                                                                                                                    | 23                                                         

---



|PART I. FINANCIAL INFORMATION
|-----------------------------

|Item 1. Financial Statements.
|-----------------------------

GENTEK INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except per share data)
  (unaudited)


|                                                                                          | Three Months Ended
|----------------------------------------------------------------------------------------- | ------------------
|                                                                                          | March 31,         
|                                                                                          |                   
|                                                                                          | 2007              
|                                                                                          |                   
|Net revenues                                                                              | $                 
|Cost of sales                                                                             |                   
|Selling, general and administrative expense                                               |                   
|Restructuring and impairment charges                                                      |                   
|Pension curtailment and settlement (gains) losses                                         |                   
|                                                                                          |                   
|Operating profit                                                                          |                   
|Interest expense                                                                          |                   
|Interest income                                                                           |                   
|Other (income) expense, net                                                               |                   
|                                                                                          |                   
|Income from continuing operations before income taxes                                     |                   
|Income tax provision                                                                      |                   
|                                                                                          |                   
|Income (loss) from continuing operations                                                  |                   
|Loss from discontinued operations (net of tax benefit
of $1,166 and $1,649, respectively) |                   
|                                                                                          |                   
|Net income (loss)                                                                         | $                 
|                                                                                          |                   
|Income (loss) per common share  basic:                                                   |                   
|Income (loss) from continuing operations                                                  | $                 
|Loss from discontinued operations                                                         |                   
|                                                                                          |                   
|Net income (loss)                                                                         | $                 
|                                                                                          |                   
|                                                                                          |                   
|Income (loss) per common share  assuming dilution:                                       |                   
|Income (loss) from continuing operations                                                  | $                 
|Loss from discontinued operations                                                         |                   
|                                                                                          |                   
|Net income (loss)                                                                         | $                 
|                                                                                          |                   

See the accompanying notes to the condensed consolidated
financial statements.

-1-

---



|GENTEK INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In
thousands, except share data)(unaudited)
|--------------------------------------------------------------------------------------------

|                                                                                                                                                                         | March 31,                  |         | December 31,                   |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------- | ------------------------------ | -
|                                                                                                                                                                         | 2007                       |         | 2006                           |  
|                                                                                                                                                                         |                            |         |                                |  
|                                                                                                                                                                         | As Restated  
See Note 14 |         | As Restated  
    See Note 14 |  
|ASSETS                                                                                                                                                                   |                            |         |                                |  
|Current assets:                                                                                                                                                          |                            |         |                                |  
|Cash and cash equivalents                                                                                                                                                | $                          | 7,295   |                                | $
|Receivables, net                                                                                                                                                         |                            | 90,679  |                                |  
|Inventories                                                                                                                                                              |                            | 49,269  |                                |  
|Deferred income taxes                                                                                                                                                    |                            | 31,675  |                                |  
|Assets held for sale                                                                                                                                                     |                            | 7,291   |                                |  
|Other current assets                                                                                                                                                     |                            | 5,234   |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Total current assets                                                                                                                                                     |                            | 191,443 |                                |  
|Property, plant and equipment, net                                                                                                                                       |                            | 229,531 |                                |  
|Goodwill                                                                                                                                                                 |                            | 147,013 |                                |  
|Intangible assets, net                                                                                                                                                   |                            | 55,962  |                                |  
|Other assets                                                                                                                                                             |                            | 7,584   |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Total assets                                                                                                                                                             | $                          | 631,533 |                                | $
|                                                                                                                                                                         |                            |         |                                |  
|LIABILITIES AND EQUITY                                                                                                                                                   |                            |         |                                |  
|Current liabilities:                                                                                                                                                     |                            |         |                                |  
|Accounts payable                                                                                                                                                         | $                          | 43,114  |                                | $
|Accrued liabilities                                                                                                                                                      |                            | 55,007  |                                |  
|Current portion of long-term debt                                                                                                                                        |                            | 5,136   |                                |  
|Liabilities of businesses held for sale                                                                                                                                  |                            | --      |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Total current liabilities                                                                                                                                                |                            | 103,257 |                                |  
|Long-term debt                                                                                                                                                           |                            | 278,673 |                                |  
|Pension and postretirement obligations                                                                                                                                   |                            | 78,821  |                                |  
|Other liabilities                                                                                                                                                        |                            | 69,157  |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Total liabilities                                                                                                                                                        |                            | 529,908 |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Equity:                                                                                                                                                                  |                            |         |                                |  
|Preferred
Stock, $.01 par value; authorized: 10,000,000 shares; none issued
or outstanding                                                                               |                            | --      |                                |  
|Common Stock, no par value; authorized: 100,000,000
shares; issued: 10,396,576 and 10,359,716
shares at
              March 31, 2007 and December 31, 2006, respectively |                            | 84,842  |                                |  
|Warrants                                                                                                                                                                 |                            | 8,298   |                                |  
|Accumulated other comprehensive income                                                                                                                                   |                            | 11,054  |                                |  
|Retained deficit                                                                                                                                                         |                            | (2,138  | )                              |  
|Treasury
stock, at cost: 16,659 and 12,198 shares at March 31, 2007
and December 31, 2006, respectively                                                                  |                            | (431    | )                              |  
|                                                                                                                                                                         |                            |         |                                |  
|Total equity                                                                                                                                                             |                            | 101,625 |                                |  
|                                                                                                                                                                         |                            |         |                                |  
|Total liabilities and equity                                                                                                                                             | $                          | 631,533 |                                | $
|                                                                                                                                                                         |                            |         |                                |  

See the accompanying notes to the condensed consolidated
financial statements.

-2-

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GENTEK INC.
  CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (In thousands)  (unaudited)

|                                                                                      | Three Months Ended        
|------------------------------------------------------------------------------------- | --------------------------
|                                                                                      | March 31,                 
|                                                                                      |                           
|                                                                                      | 2007                      
|                                                                                      |                           
|                                                                                      | As Restated  
See Note 14
|Cash flows from operating activities:                                                 |                           
|Net income (loss)                                                                     | $                         
|Adjustments to reconcile net income (loss) to net cash used for operating activities: |                           
|Discontinued operations                                                               |                           
|Pension curtailment gains                                                             |                           
|Depreciation and amortization                                                         |                           
|Asset impairment charge                                                               |                           
|Net (gain) loss on disposition of long-term assets                                    |                           
|Long-term
incentive plan costs                                                        |                           
|Excess tax benefit from stock option exercises                                        |                           
|Increase in receivables                                                               |                           
|Increase in inventories                                                               |                           
|(Increase) decrease in deferred tax assets                                            |                           
|Increase in accounts payable                                                          |                           
|Decrease in accrued liabilities                                                       |                           
|Change
in other liabilities and assets, net                                           |                           
|                                                                                      |                           
|Net cash provided by continuing operations                                            |                           
|Net cash used for discontinued operations                                             |                           
|                                                                                      |                           
|Net cash used for operating activities                                                |                           
|                                                                                      |                           
|Cash flows from investing activities:                                                 |                           
|Capital expenditures                                                                  |                           
|Proceeds from sales or disposals of long-term assets                                  |                           
|Proceeds from short-term
investments                                                  |                           
|Acquisition of businesses, net of cash acquired*                                      |                           
|                                                                                      |                           
|Net cash used for continuing operations                                               |                           
|Net cash provided by discontinued operations                                          |                           
|                                                                                      |                           
|Net cash provided by investing activities                                             |                           
|                                                                                      |                           
|Cash flows from financing activities:                                                 |                           
|Proceeds from revolving credit facility                                               |                           
|Repayment of revolving credit facility                                                |                           
|Issuance of long-term
debt                                                            |                           
|Repayment of long-term debt                                                           |                           
|Deferred
      financing costs                                                        |                           
|Dividends                                                                             |                           
|Exercise of stock options and warrants                                                |                           
|Excess tax benefits from stock option exercises                                       |                           
|Acquisition of treasury stock                                                         |                           
|                                                                                      |                           
|Net cash used for continuing operations                                               |                           
|Net cash used for discontinued operations                                             |                           
|                                                                                      |                           
|Net cash used for financing activities                                                |                           
|                                                                                      |                           
|Effect of exchange rate changes on cash                                               |                           
|                                                                                      |                           
|Increase (decrease) in cash and cash equivalents                                      |                           
|Cash and cash equivalents at beginning of period                                      |                           
|                                                                                      |                           
|Cash and cash equivalents at end of period                                            | $                         
|                                                                                      |                           

-3-

---



GENTEK INC. CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS  (In thousands)  (unaudited)

|Supplemental information:                                                                                                                                                 |   |        |   |  |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------ | - |  | - | ----- | 
|Cash paid for income taxes1                                                                                                                                               | $ | 481    |   |  | $ | 95    | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|Cash paid for interest2                                                                                                                                                   | $ | 8,549  |   |  | $ | 7,181 | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|Capital
      expenditures incurred but not yet paid                                                                                                                      | $ | 2,001  |   |  | $ | 1,361 | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|1Does not include cash paid for income taxes related to discontinued operations of $49 
      and $917 for the three months ended March 31, 2007 and 2006, respectively. |   |        |   |  |   |       | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|2Does not
      include cash paid for interest related to discontinued operations of $0
      and $288 for the three months ended March 31,
2007 and 2006, respectively. |   |        |   |  |   |       | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|*Acquisition of businesses, net of cash acquired:                                                                                                                         |   |        |   |  |   |       | 
|Working capital, other than cash                                                                                                                                          | $ | (215   | ) |  | $ | --    | 
|Property, plant and equipment                                                                                                                                             |   | (87    | ) |  |   | --    | 
|Other assets                                                                                                                                                              |   | (2,901 | ) |  |   | --    | 
|                                                                                                                                                                          |   |        |   |  |   |       | 
|Total cash used to acquire businesses                                                                                                                                     | $ | (3,203 | ) |  | $ | --    | 
|                                                                                                                                                                          |   |        |   |  |   |       | 

See the accompanying notes to the condensed consolidated
financial statements.

-4-

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GENTEK INC. 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor
the Year Ended December 31, 2006 (as restated  see Note 14) and the Three Months
Ended March 31, 2007
(In thousands) 
(unaudited)



|                                                    |  |   |        |  | Common
Stock |      | Unearned
            Compensation |  | Warrants |       | Treasury
            Stock |  |   | Accumulated
  Other
  Comprehensive
  Income (Loss) |   | Retained
Earnings
(Deficit) |   | Total 
|--------------------------------------------------- |  | - | ------ |  | ------------ | ---- | --------------------------------- |  | -------- | ----- | -------------------------- |  | - | --------------------------------------------------- | - | --------------------------- | - | ------
|                                                   
|Balance at January 1, 2006                          |  | $ | 81,395 |  | $            | (859 | )                                 |  | $        | 8,361 |                            |  | $ | (86                                                 | ) |                             | $ | (3,861
|Components of comprehensive income:                 |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Net loss                                            |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Minimum pension liability adjustment (net           |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|of
tax of $2,494) (as Restated  See Note 14)       |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 3,811 
|Foreign currency translation adjustments            |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|(net of tax of $59)                                 |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 92    
|Change in unrealized gain on derivative             |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|instruments (net of tax of $157)                    |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 239   
|Comprehensive income (as Restated                  |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|See Note 14                                         |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Adjustment to initially apply FASB                  |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Statement No. 158 (net of tax of                    |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|$1,198) (as Restated  See Note 14)                 |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 8,269 
|Long-term incentive plan grants, net                |  |   | 1,243  |  |              | 859  |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Exercise of warrants                                |  |   | 48     |  |              | --   |                                   |  |          | (6    | )                          |  |   | --                                                  |   |                             |   | --    
|Exercise of stock options                           |  |   | 830    |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Acquisition of treasury stock                       |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | (178                                                | ) |                             |   | --    
|Balance at December 31, 2006 (as Restated  See     |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Note 14)                                            |  |   | 83,516 |  |              | --   |                                   |  |          | 8,355 |                            |  |   | (264                                                | ) |                             |   | 8,550 
|Cumulative effect of change in accounting for       |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|uncertain tax positions                             |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Components of comprehensive income:                 |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Net loss                                            |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Pension liability adjustment (net of tax of $1,827) |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 2,793 
|Foreign currency translation adjustments            |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|(net of tax of $61)                                 |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | 92    
|Change in unrealized gain on derivative             |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|instruments (net of tax of $(248))                  |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | (381  
|                                                   
|Comprehensive income (loss)                         |  |   |        |  |              |      |                                   |  |          |       |                            |  |   |                                                     |   |                             |   |       
|Long-term incentive plan, net                       |  |   | 1,096  |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Exercise of stock options                           |  |   | 173    |  |              | --   |                                   |  |          | --    |                            |  |   | --                                                  |   |                             |   | --    
|Acquisition of treasury stock                       |  |   | --     |  |              | --   |                                   |  |          | --    |                            |  |   | (167                                                | ) |                             |   | --    
|Exercise of warrants                                |  |   | 57     |  |              | --   |                                   |  |          | (57   | )                          |  |   | --                                                  |   |                             |   | --    
|Balance at March 31, 2007                           |  | $ | 84,842 |  | $            | --   |                                   |  | $        | 8,298 |                            |  | $ | (431                                                | ) |                             | $ | 11,054

See the accompanying notes to the condensed consolidated
financial statements.

-5-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollars
in thousands, except per share data)
(unaudited)

|Note 1  Basis of Presentation
|------------------------------

The accompanying unaudited
condensed consolidated financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2007 are not indicative
of the results that may be expected for the year ending December 31, 2007. These
condensed statements should be read in conjunction with the financial statements
and the notes thereto included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2006.

|Note 2  Summary of Significant Accounting Policies
|---------------------------------------------------

In June 2006, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 48,Accounting
for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109(FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in a companys financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. The
 interpretation also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure and transition. The
Company adopted FIN 48 on January 1, 2007. The adoption, which was accounted
for as a  cumulative effect adjustment, resulted in an increase to the January
1, 2007 balance of retained deficit of $2,801. The total amount of unrecognized
tax benefits as of January 1, 2007 was $13,546, of which $11,484 would,
if recognized,  affect the effective tax rate.

The Company and its affiliates
are subject to tax in various jurisdictions, including the United States, various
states, Canada and several other foreign jurisdictions. The Company, joined by
its domestic subsidiaries, files a consolidated income tax return for Federal
income tax purposes. With few exceptions, the Company is no longer subject to
 income tax examinations by tax
authorities for tax years before 2002. The Company recognizes interests and penalties
related to uncertain tax positions as a component of the provision for income
taxes. As of January 1, 2007, the Company had $1,683 accrued for interest
and penalties. There were no significant changes to any of these amounts during
the three months ended March 31, 2007. During the next twelve months it is reasonably
possible that the total amount of unrecognized tax benefits will significantly
change due to the expiration of statute of limitations or the settlement of examinations.
An estimate of the range of possible change cannot be made at this time.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (SFAS 157), to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. The provisions of this Statement shall be effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company will be required to adopt the provisions of this statement as of January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157.

In February 2007, the FASB issued SFAS No. 159The
Fair Value Option for Financial Assets and Financial Liabilities  including an Amendment of SFAS No. 115, (SFAS No. 159), which permits an entity to measure many financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with few exceptions. SFAS No. 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The Statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS No. 159.

Included in selling, general and administrative expense for the three months ended March 31, 2007 is a gain of $736 for a settlement related to prior insurance costs.

|Note 3  Comprehensive Income (Loss)
|------------------------------------

Total comprehensive income (loss) is comprised of net income (loss), pension liability adjustments, foreign currency translation adjustments and the change in unrealized gains and losses on
derivative financial instruments. Total comprehensive income (loss) for the three months ended March 31, 2007 and 2006 was $(757) and $4,420, respectively.

|Note 4  Earnings Per Share
|---------------------------

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the
foregoing and, in addition, the exercise of all warrants, stock options and restricted stock, using the treasury stock method.

-6-

---



GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)

The shares outstanding used for basic and diluted earnings per common share are reconciled as follows:

|                                           |  | Three Months Ended
|------------------------------------------ |  | ------------------
|                                           |  | March 31,         
|                                           |  |                   
|                                           |  | 2007              
|                                           |  |                   
|Basic earnings per common share:           |  |                   
|Weighted average common shares outstanding |  | 10,240,929        
|                                           |  |                   
|Diluted earnings per common share:         |  |                   
|Weighted average common shares outstanding |  | 10,240,929        
|Warrants, options and restricted stock     |  | --                
|                                           |  |                   
|Total                                      |  | 10,240,929        
|                                           |  |                   

For the three months ended March 31, 2007 and 2006, potentially dilutive securities totaling 3,386,612 and 2,973,922, respectively, were not included in the computation of diluted earnings per
common share due to their antidilutive effect.

Note 5  Inventories

|                        | March 31, |        | December 31,
|----------------------- | --------- | ------ | ------------
|                        | 2007      |        | 2006        
|                        |           |        |             
|Raw materials           | $         | 23,946 |             
|Work in process         |           | 6,571  |             
|Finished products       |           | 16,643 |             
|Supplies and containers |           | 2,109  |             
|                        |           |        |             
|                        | $         | 49,269 |             
|                        |           |        |             

Note 6  Long-Term Debt

|                                                   |  |            |  | March 31, |         | December 31,
|-------------------------------------------------- |  | ---------- |  | --------- | ------- | ------------
|                                                   |  | Maturities |  | 2007      |         | 2006        
|                                                   |  |            |  |           |         |             
|Revolving credit facility  floating
        rates |  | 2010       |  | $         | 12,000  |             
|First lien term loans  floating
        rates     |  | 2011       |  |           | 268,496 |             
|Second lien term loan  floating
        rates     |  | 2012       |  |           | --      |             
|Other debt  various
        rates                 |  | 2007-2018  |  |           | 3,313   |             
|                                                   |  |            |  |           |         |             
|Total debt                                         |  |            |  |           | 283,809 |             
|Less: current portion                              |  |            |  |           | 5,136   |             
|                                                   |  |            |  |           |         |             
|Net long-term debt                                 |  |            |  | $         | 278,673 |             
|                                                   |  |            |  |           |         |             

As of March 31, 2007, the weighted-average interest rates in effect for the first lien term loan and the revolving credit facility were 7.35% and 8.95%, respectively.

On March 19, 2007, the Company completed an amendment to its credit facilities which enabled it to increase borrowings under the first lien term loan by $50,000 and to use these borrowings
and the net proceeds from the Noma wire and cable harness assembly business sale to redeem the entire second lien term loan.

-7-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)

Note 7  Stock Incentive Plans

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $539 and $310 for the three months ended March 31, 2007 and 2006, respectively.
There were no stock-based awards granted during the three months ended March 31, 2007.

Note 8  Segment Information

|                                                                   | Three Months Ended |        
|------------------------------------------------------------------ | ------------------ | -------
|                                                                   | March 31,          |        
|                                                                   |                    |        
|                                                                   | 2007               |        
|                                                                   |                    |        
|Net Revenues                                                       |                    |        
|Manufacturing                                                      | $                  | 65,407 
|Performance chemicals                                              |                    | 93,449 
|                                                                   |                    |        
|Consolidated                                                       | $                  | 158,856
|                                                                   |                    |        
|                                                                   |                    |        
|                                                                   | Three Months Ended |        
|                                                                   | March 31,          |        
|                                                                   |                    |        
|                                                                   | 2007               |        
|                                                                   |                    |        
|Operating Profit                                                   |                    |        
|Manufacturing                                                      | $                  | (2,038 
|Performance chemicals                                              |                    | 10,765 
|Corporate                                                          |                    | (848   
|                                                                   |                    |        
|Consolidated                                                       |                    | 7,879  
|Interest expense                                                   |                    | 6,801  
|Other (income) expense, net                                        |                    | (405   
|                                                                   |                    |        
|Consolidated income from continuing operations before income taxes | $                  | 1,483  
|                                                                   |                    |        
|                                                                   |                    |        
|                                                                   | Three Months Ended |        
|                                                                   | March 31,          |        
|                                                                   |                    |        
|                                                                   | 2007               |        
|                                                                   |                    |        
|Capital Expenditures                                               |                    |        
|Manufacturing                                                      | $                  | 1,357  
|Performance chemicals                                              |                    | 6,426  
|Corporate                                                          | $                  | 119    
|                                                                   |                    |        
|Consolidated                                                       | $                  | 7,902  
|                                                                   |                    |        
|                                                                   |                    |        
|                                                                   | Three Months Ended |        
|                                                                   | March 31,          |        
|                                                                   |                    |        
|                                                                   | 2007               |        
|                                                                   |                    |        
|Depreciation and Amortization                                      |                    |        
|Manufacturing                                                      | $                  | 4,376  
|Performance chemicals                                              |                    | 4,687  
|Corporate                                                          |                    | 394    
|                                                                   |                    |        
|Consolidated                                                       | $                  | 9,457  
|                                                                   |                    |        
|                                                                   |                    |        

-8-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)



|                         | March 31, |         | December
          31, |  
|------------------------ | --------- | ------- | ---------------------- | -
|                         | 2007      |         | 2006                   |  
|                         |           |         |                        |  
|Identifiable Assets      |           |         |                        |  
|Manufacturing            | $         | 312,469 |                        | $
|Performance chemicals(1) |           | 291,002 |                        |  
|Corporate                |           | 20,771  |                        |  
|Assets held for sale     |           | 7,291   |                        |  
|                         |           |         |                        |  
|Consolidated             | $         | 631,533 |                        | $
|                         |           |         |                        |  
|                         |           |         |                        |  

Note 9  Restructuring and
      Impairment Charges

During 2007, the Company initiated actions to close its Perrysburg, Ohio facility, which is included in its manufacturing segment.  During 2006, the Company initiated actions to close its
Newark, New Jersey sulfuric acid production facility and its Cleveland, Ohio aluminum sulfate production facility, both of which are included in the performance chemicals segment. The Company expects to substantially complete implementation of these
restructuring actions by the end of 2007. Restructuring actions initiated in prior years have been substantially completed.  The following tables summarize the Companys expected costs and accruals for these restructuring actions:

|                                               |               |       |   |           | Performance |        |           |  |   |       |  |  |   |       
|---------------------------------------------- | ------------- | ----- | - | --------- | ----------- | ------ | --------- |  | - | ----- |  |  | - | ------
|                                               | Manufacturing |       |   | Chemicals |             |        | Corporate |  |   | Total | 
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Employee Termination Costs                     |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Costs incurred in prior periods                | $             | --    |   |           | $           | 390    |           |  | $ | --    |  |  | $ | 390   
|Costs incurred in current period               |               | 98    |   |           |             | 208    |           |  |   | --    |  |  |   | 306   
|Costs anticipated to be incurred in the future |               | 411   |   |           |             | --     |           |  |   | --    |  |  |   | 411   
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Total costs expected to be incurred            | $             | 509   |   |           | $           | 598    |           |  | $ | --    |  |  | $ | 1,107 
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Accrual balance at December 31, 2006           | $             | --    |   |           | $           | 390    |           |  | $ | --    |  |  | $ | 390   
|Provisions                                     |               | 98    |   |           |             | 208    |           |  |   | --    |  |  |   | 306   
|Amounts paid                                   |               | (35   | ) |           |             | (209   | )         |  |   | --    |  |  |   | (244  
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Accrual balance at March 31, 2007              | $             | 63    |   |           | $           | 389    |           |  | $ | --    |  |  | $ | 452   
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|                                               |               |       |   |           | Performance |        |           |  |   |       |  |  |   |       
|                                               | Manufacturing |       |   | Chemicals |             |        | Corporate |  |   | Total | 
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Facility Exit Costs                            |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Costs incurred in prior periods                | $             | --    |   |           | $           | 212    |           |  | $ | --    |  |  | $ | 212   
|Costs incurred in current period               |               | 92    |   |           |             | 884    |           |  |   | --    |  |  |   | 976   
|Costs anticipated to be incurred in the future |               | 1,102 |   |           |             | 369    |           |  |   | --    |  |  |   | 1,471 
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Total costs expected to be incurred            | $             | 1,194 |   |           | $           | 1,465  |           |  | $ | --    |  |  | $ | 2,659 
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Accrual balance at December 31, 2006           | $             | --    |   |           | $           | 212    |           |  | $ | --    |  |  | $ | 212   
|Provisions                                     |               | 92    |   |           |             | 884    |           |  |   | --    |  |  |   | 976   
|Amounts paid                                   |               | (92   | ) |           |             | (1,096 | )         |  |   | --    |  |  |   | (1,188
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       
|Accrual balance at March 31, 2007              | $             | --    |   |           | $           | --     |           |  | $ | --    |  |  | $ | --    
|                                               |               |       |   |           |             |        |           |  |   |       |  |  |   |       

Impairment Charge

During the first quarter of 2007, the Company recorded an impairment charge of $6,150 to reflect the revised estimated fair value of goodwill related to its Defiance Testing and Engineering Services business, which is
included in the manufacturing segment. The impairment was recorded due to a more likely than not expectation that the business would be sold and was determined based upon offers to purchase the business.

-9-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)



Note 10  Pension and Other Postretirement
  Benefits

|                                   | Three Months Ended |       
|---------------------------------- | ------------------ | ------
|                                   | March 31,          |       
|                                   |                    |       
|                                   |                    | 2007  
|                                   |                    |       
|Pension Benefits                   |                    |       
|Service cost                       | $                  | 383   
|Interest cost                      |                    | 3,335 
|Expected return on plan assets     |                    | (3,752
|Amortization of net:               |                    |       
|Prior service cost                 |                    | 34    
|Loss                               |                    | 29    
|                                   |                    |       
|Net periodic benefit cost          | $                  | 29    
|                                   |                    |       
|                                   |                    |       
|                                   | Three Months Ended |       
|                                   | March 31,          |       
|                                   |                    |       
|                                   |                    | 2007  
|                                   |                    |       
|Other Postretirement Benefits      |                    |       
|Service cost                       | $                  | 353   
|Interest cost                      |                    | 697   
|Expected return on plan assets     |                    | --    
|Amortization of net:               |                    |       
|Prior service cost                 |                    | (1,086
|Loss                               |                    | 32    
|                                   |                    |       
|Net periodic benefit cost (income) | $                  | (4    
|                                   |                    |       

During 2007, the Company adopted plan amendments that froze pension plan benefit accruals for hourly employees covered by certain collective bargaining agreements, and announced the closure of one of its manufacturing
facilities. These actions resulted in net curtailment gains of $555.

Note 11  Discontinued Operations

During April 2006, the Company completed the sale of its cable and wire manufacturing business in Stouffville, Canada. All requirements for classifying this business as held for
sale were met during the first quarter of 2006. Accordingly, the Company recorded an impairment charge of $2,458 in order to reflect assets to be sold at net realizable value, which has been included in income (loss) from discontinued
operations, related to property, plant and equipment and goodwill allocated to the business. This business was formerly reported as part of the manufacturing segment.

On December 22, 2006, the Company announced that it had signed a definitive agreement to sell its Noma wire and cable assembly business to Electrical Components International, Inc. for
$75,000, plus a working capital adjustment. The transaction was completed on February 16, 2007. Accordingly, in the fourth quarter of 2006, the Company recorded an impairment charge of $11,907 in order to reflect the net assets to be sold at
net realizable value, which has been included in income (loss) from discontinued operations, related to property, plant and equipment, goodwill and other intangible assets. This business was formerly reported as part of the manufacturing segment.
GenTeks wire and cable manufacturing business has and will continue to supply the Noma wire and cable assembly business with wire used as a raw material. These sales are expected

-10-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)



to continue through 2007, after which time any future sales will be subject to open market bidding.  The principal factors used to conclude that the expected continuing cash flows are not direct cash flows were the length
of time the transactions are expected to continue and the magnitude of the expected transactions versus the expected amount of revenue for the Noma wire and cable assembly business. Based on these and other factors, the expected continuing cash
flows are not expected to be significant. Revenues between the wire and cable manufacturing business and the Noma wire and cable assembly business that were previously eliminated in consolidation were $3,007 and $8,268 for the three months
ended March 31, 2007 and 2006, respectively.

Because the net proceeds of the Noma wire and cable assembly business sale are required to be used to repay certain outstanding indebtedness, interest expense of $677 and $1,295 for the
three months ending March 31, 2007 and 2006, respectively, has been allocated to discontinued operations. This allocation was performed using the estimated net proceeds of the sale and the interest costs incurred in the periods on the debt that
requires the repayment.

The components of assets held for sale
were as follows:

|                              | March 31, |       | December 31,
|----------------------------- | --------- | ----- | ------------
|                              | 2007      |       | 2006        
|                              |           |       |             
|Accounts receivable           | $         | --    |             
|Inventories                   |           | --    |             
|Other current assets          |           | --    |             
|Property, plant and equipment |           | 7,291 |             
|Other assets                  |           | --    |             
|                              |           |       |             
|                              | $         | 7,291 |             
|                              |           |       |             

The components of liabilities of businesses held for sale were as follows:

|                                  | March 31, |    | December 31,
|--------------------------------- | --------- | -- | ------------
|                                  | 2007      |    | 2006        
|                                  |           |    |             
|Accounts payable                  | $         | -- |             
|Accrued liabilities               |           | -- |             
|Current portion of long-term debt |           | -- |             
|Long-term debt                    |           | -- |             
|                                  |           |    |             
|                                  | $         | -- |             
|                                  |           |    |             

The businesses
included in discontinued operations had revenues of $32,775 and $107,274
and pretax loss of $(2,717) and $(3,011) for the three months ended March
31,  2007 and 2006, respectively.

Note 12  Acquisitions

On February 6, 2007, the Company acquired the assets of Chalum, Inc. for approximately $3,200. The acquisition included the manufacturing facility in Sacaton, Arizona. Chalum produces
aluminum sulfate for the greater Phoenix, Arizona municipal water treatment market.

On September 21, 2006,
the Company acquired the assets of GAC MidAmerica, Inc. The acquisition included
manufacturing facilities in Toledo, Ohio, Indianapolis, Indiana, and Saukville,
 Wisconsin. GAC produces aluminum sulfate and bleach, as well as distributing
specialty water treatment chemicals, sulfuric acid and caustic soda. The purchase
price of the transaction was $8,266.

-11-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars in thousands, except per share data)
(unaudited)

On July
    31, 2006, the Company acquired the assets of Precision Engine Products Corp.,
    a wholly owned subsidiary of Stanadyne Corporation. Precision Engine Products
    is dedicated principally to the manufacturing of  hydraulic lash adjusters
    and die cast aluminum rocker arm assemblies utilized in valve train systems
    for both OEM and after market applications to the global automotive and light
    truck markets. Precision Engine Products has manufacturing facilities  in
    Tallahassee, Florida and Curitiba, Brazil. The purchase price of the transaction
    was $26,262 in cash, plus the potential of an earn out for Stanadyne
    of $10,000 twelve months later, based on certain performance metrics
    being achieved  post closing.

On July 27, 2006, the
Company acquired the assets of Repauno Products, LLC. The acquisition included
the manufacturing facility in Gibbstown, New Jersey. Repauno Products manufactures
sodium  nitrite which is used in a wide range of industries including metal finishing,
heat transfer salts, rubber processing, meat curing, odor control and inks and
dyes. The purchase price of the transaction was $6,057.

Operating results for the acquired entities have been reflected in the Companys consolidated financial statements from date of acquisition.  The allocation of the purchase price of the
acquisitions is based on valuation information available to the Company which is subject to change as such information is finalized. The following unaudited pro forma consolidated financial information has been prepared as if the acquisitions had
taken place at the beginning of each fiscal year presented. The following unaudited pro forma information is not necessarily indicative of the results of operations in future periods or results that would have been achieved had the acquisitions
taken place at the beginning of the periods presented.

|                             | Three Months Ended
|---------------------------- | ------------------
|                             | March 31,         
|                             |                   
|                             | 2007              
|                             |                   
|                             |                   
|Net revenues                 | $                 
|Net income (loss)            |                   
|Net income (loss) per share: |                   
|Basic                        | $                 
|Diluted                      |                   

Note 13  Subsequent Event

On April 27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary Defiance Testing and Engineering Services, Inc. for $17,000 in cash, plus a working capital adjustment. The transaction is expected
to close in June 2007.

-12-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)(Dollars
in thousands, except per share data)
(unaudited)

Note 14  Restatements

Subsequent
    to the issuance of the Company's condensed consolidated financial statements
    for the period ended March 31, 2007 management determined there were errors
    in the condensed consolidated statement of cash flows related to the treatment
    of costs of property, plant and equipment included in accounts payable and
    the presentation of deferred financing costs and the amounts borrowed and paid on the Companys
revolving credit facility. The condensed consolidated statements of cash flows
as reported for the three months ended March 31, 2007 and 2006, included $3,721
and $1,340 in changes in accounts payable balances, respectively, related to
payments made for property, plant and equipment rather than being included in
capital expenditures within cash flows from investing activities . Additionally,
the $2,001 and $1,361 unpaid portion of the property, plant and equipment,
respectively, were not appropriately disclosed as non-cash investing activity
in the supplemental disclosure of cash flow information. Further, the condensed
consolidated statements of cash flows as reported for the three months ended
March 31, 2007 reported on a net basis issuance of long term debt, deferred financing
    costs and amounts borrowed and paid on the Companys revolving
credit facility as opposed to being reported separately. As a result of these
errors, the Company restated the condensed consolidated statement of cash flows
for the three months ended March 31, 2007 and 2006.

In September 2006, the Financial Accounting
    Standards Board issued Statement No. 158, Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans, an amendment
    of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158).
    Under this standard, a company must recognize a net liability or asset to
    report the funded status of its defined benefit pension and other postretirement
    benefit plans on its balance sheet as well as recognize changes in that funded
    status in the year in which the changes occur, through charges or credits
    to comprehensive income. During the second quarter of 2007 management identified
    the following errors in their adoption of the recognition and disclosure
provisions of SFAS 158 as of December 31, 2006:

| | The transition adjustment classified as the
        adjustment to initially apply FASB Statement No. 158 was incorrectly
        included as part of comprehensive income in the consolidated statement
        of changes in equity for the year ended December 31, 2006 rather than
        reflected as an adjustment to the ending balance of accumulated other
    comprehensive income as of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The adjustment to initially apply
        FASB Statement No. 158 incorrectly included a portion of the minimum
        pension liability adjustment, which is recognized as part of comprehensive
        income. This immaterial error resulted in an understatement of comprehensive
        income as the minimum pension liability adjustment was understated by $3,379
        and the adjustment to initially apply FASB Statement No. 158 was overstated
        by the same amount in the consolidated statement of changes in equity
    for the year ended December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The Company incorrectly included the portion
        of the transition adjustment related to previously unrecognized accumulated
        actuarial gains due to the impact of the federal subsidy provided under
        the Medicare Prescription Drug, Improvement and Modernization Act of
        2003 in calculating the deferred tax impact of the transition adjustment
        to the accumulated projected benefit obligation for other postretirement
        benefits. However, no deferred taxes should have been recorded related
        to this portion of the transition adjustment as the federal subsidy is
        non-taxable. As a result of this immaterial error, the adjustment to
        initially apply FASB Statement No. 158 to accumulated other comprehensive
        income was understated by $2,546 and the net deferred tax balance
        included in other liabilities was overstated by the same amount
    at December 31, 2006 and March 31, 2007.

The Company
will correct the December 31, 2006 errors in their next Form 10-K filing. None
of the aforementioned errors have an impact on the previously reported consolidated
statements of operations for the year ended December 31, 2006 or the three months
ended March 31, 2007 and 2006.

As a
    result of the items discussed above, the accompanying condensed consolidated
    balance sheet as of December 31, 2006 and March 31, 2007, the condensed consolidated
    statement of changes in equity for the year ended December 31,
    2006 and the condensed consolidated statement of cash flows for the three
    months ended March 31, 2007 and 2006 have been restated as follows:

|Condensed consolidated
        statement of cash flows - three months ended |  | As Previously |         |  |                |   |  |                     |  
|--------------------------------------------------------------------------- |  | ------------- | ------- |  | -------------- | - |  | ------------------- | -
|March 31, 2007:                                                             |  | Reported      |         |  | Adjustment     |   |  | As
        Restated |  
|Cash flows from operating activities:                                       |  |               |         |  |                |   |  |                     |  
|Increase in accounts
        payable                                        |  | $        547  |         |  | $        3,721 |   |  | $        4,268      |  
|Net cash provided by
        continuing operations                          |  | 5,767         |         |  | 3,721          |   |  | 9,488               |  
|Net cash used for operating
        activities                              |  | (5,448        | )       |  | 3,721          |   |  | (1,727              | )
|Cash flows from investing activities:                                       |  |               |         |  |                |   |  |                     |  
|Capital expenditures                                                        |  | (4,181        | )       |  | (3,721         | ) |  | (7,902              | )
|Net cash used for continuing
        operations                             |  | (6,258        | )       |  | (3,721         | ) |  | (9,979              | )
|Net cash provided by
        investing activities                           |  | 68,696        |         |  | (3,721         | ) |  | 64,975              |  
|Cash flows from financing activities:                                       |  |               |         |  |                |   |  |                     |  
|Proceeds from revolving
        credit facility                             |  |              |         |  | 22,500         |   |  | 22,500              |  
|Repayment of revolving
        credit facility                              |  |              |         |  | (20,500        | ) |  | (20,500             | )
|Issuance of long term
        debt                                          |  | 51,698        |         |  | (1,698         | ) |  | 50,000              |  
|Deferred financing
    costs                                                |  |              |         |  | (302           | ) |  | (302                | )
|Supplemental information                                                    |  |               |         |  |                |   |  |                     |  
|Capital expenditures
        incurred but not yet paid                      |  |              |         |  | 2,001          |   |  | 2,001               |  
|                                                                           
|Condensed consolidated statement
        of cash flows - three months ended |  |               |         |  |                |   |  |                     |  
|March 31, 2006:                                                             |  |               |         |  |                |   |  |                     |  
|Cash flows from operating activities:                                       |  |               |         |  |                |   |  |                     |  
|Increase
        in accounts payable                                        |  | 4,363         |         |  | 1,340          |   |  | 5,703               |  
|Net cash provided by
        continuing operations                          |  | 5,615         |         |  | 1,340          |   |  | 6,955               |  
|Net cash used for operating
        activities                              |  | (5,626        | )       |  | 1,340          |   |  | (4,286              | )
|Cash flows from investing activities:                                       |  |               |         |  |                |   |  |                     |  
|Capital expenditures                                                        |  | (2,790        | )       |  | (1,340         | ) |  | (4,130              | )
|Net cash used for continuing
        operations                             |  | (353          | )       |  | (1,340         | ) |  | (1,693              | )
|Net cash provided by
        investing activities                           |  | 4,735         |         |  | (1,340         | ) |  | 3,395               |  
|Supplemental information                                                    |  |               |         |  |                |   |  |                     |  
|Capital expenditures
        incurred but not yet paid                      |  |              |         |  | 1,361          |   |  | 1,361               |  
|                                                                            |  |               |         |  |                |   |  |                     |  
|Condensed consolidated balance sheet  December
31, 2006:                   |  |               |         |  |                |   |  |                     |  
|Other liabilities                                                           |  |               | 72,910  |  | (2,546         | ) |  | 70,364              |  
|Total liabilities                                                           |  |               | 634,273 |  | (2,546         | ) |  | 631,727             |  
|Accumulated other comprehensive                                             |  |               |         |  |                |   |  |                     |  
|income                                                                      |  |               | 6,004   |  | 2,546          |   |  | 8,550               |  
|Total equity                                                                |  |               | 95,933  |  | 2,546          |   |  | 98,479              |  
|Condensed consolidated statement of changes in equity  Year ended          |  |               |         |  |                |   |  |                     |  
|December 31, 2006:                                                          |  |               |         |  |                |   |  |                     |  
|Minimum pension liability                                                   |  |               |         |  |                |   |  |                     |  
|adjustment                                                                  |  |               | 432     |  | 3,379          |   |  | 3,811               |  
|Comprehensive income                                                        |  |               | 7,762   |  | (5,723         | ) |  | 2,039               |  
|Adjustment to initially apply FASB Statement                                |  |               |         |  |                |   |  |                     |  
|No. 158                                                                     |  |               | 9,102   |  | (833           | ) |  | 8,269               |  
|Accumulated other comprehensive                                             |  |               |         |  |                |   |  |                     |  
|income                                                                      |  |               | 6,004   |  | 2,546          |   |  | 8,550               |  
|Condensed
      consolidated balance sheet  March 31, 2007:                |  |               |         |  |                |   |  |                     |  
|Other
      liabilities                                                     |  |               | 71,703  |  | (2,546         | ) |  | 69,157              |  
|Total
      liabilities                                                     |  |               | 532,454 |  | (2,546         | ) |  | 529,908             |  
|Accumulated other
      comprehensive 
      income                         |  |               | 8,508   |  | 2,546          |   |  | 11,054              |  
|Total
      equity                                                          |  |               | 99,079  |  | 2,546          |   |  | 101,625             |  

-13-

---



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following
    managements discussion and analysis of financial condition and results of operations
	gives effect to the restatement as described in Note 14  Restatements to the condensed
consolidated financial statements.

This Form 10-Q/A contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Companys
   actual results could differ materially from those set forth in the forward-looking
  statements. Certain factors that might cause such a difference include those
  discussed in the section entitled, Managements Discussion and Analysis
  of  Financial Condition and Results of Operations  Forward-Looking Statements contained
  in the Companys Annual Report on Form 10-K for the year ended December
  31, 2006.

Overview

On February 16, 2007, the Company completed the sale of its Noma wire and cable harness assembly business. The net proceeds from the transaction were used to repay outstanding debt. During
April 2006, the Company completed the sale of its cable and wire manufacturing business in Stouffville, Canada. Proceeds from the transaction were used to repay $22 million of the Companys second lien term loan. Accordingly, these
businesses have been classified as discontinued operations.

On February 6, 2007, the Company acquired the assets of Chalum, Inc. The acquisition included the manufacturing facility in Sacaton, Arizona.  Chalum produces aluminum sulfate for the greater
Phoenix, Arizona municipal water treatment market. The purchase price was $3 million.

Results of Operations

The following table sets forth certain line items from our Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006 and the corresponding percentage of net
revenues for the relevant periods presented as a percentage of revenue for the periods indicated.

|                                                  | Three Months Ended    |      
|------------------------------------------------- | --------------------- | -----
|                                                  | March 31,             |      
|                                                  |                       |      
|                                                  | 2007                  |      
|                                                  |                       |      
|                                                  | (Dollars in millions)
|Net revenues                                      | $                     | 158.8
|Cost of sales                                     |                       | 131.5
|Selling, general and administrative expense       |                       | 12.6 
|Restructuring and impairment charges              |                       | 7.4  
|Pension curtailment and settlement (gains) losses |                       | (0.6 
|                                                  |                       |      
|Operating profit                                  |                       | 7.9  
|Interest expense                                  |                       | 6.8  
|Interest income                                   |                       | 0.3  
|Other (income) expense, net                       |                       | (0.1 
|Income tax provision                              |                       | 3.2  
|                                                  |                       |      
|Income (loss) from continuing operations          |                       | (1.7 
|Loss from discontinued operations                 |                       | (1.6 
|                                                  |                       |      
|Net income                                        | $                     | (3.3 
|                                                  |                       |      

Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006

Net revenues were $159 million for the three-month period ended March 31, 2007 compared with $143 million for the comparable prior year period. The increase was primarily due to higher
sales of $8 million in the performance chemicals segment and $7 million in the manufacturing segment.  The increase in the performance chemicals segment is due primarily to strong sales into the water treatment

-14-

---



market. The increase in the manufacturing segment is the result of higher sales in the automotive market due to the acquisition of Precision Engine Products in 2006.

Gross profit was $27 million for the three-month period ended March 31, 2007 as compared with $27 million for the comparable prior year period. This reflects higher gross profit in the
performance chemicals segment of $2 million, partly offset by a decrease in the manufacturing segment of $1 million. The increase in the performance chemicals segment gross profit was primarily driven by the strong revenue performance in the
water treatment market.

Selling, general and administrative expense was $13 million for the three-month period ended March 31, 2007 which was flat to the comparable prior year period. 2007 expense benefited from a
$0.7 million settlement related to prior insurance costs.

Restructuring and impairment charges were $7 million for the three-month period ended March 31, 2007 compared to $1 million for the comparable period in the prior year. The charges
recorded in 2007 are primarily associated with the impairment of goodwill relating to the Defiance Testing and Engineering Services business in the Manufacturing segment.

Operating profit was $8 million for the three-month period ended March 31, 2007 as compared with $14 million for the comparable prior year period.  The reduced operating profit in 2007
was primarily the result of increased restructuring and impairment charges in the first quarter of 2007. Gross Margin and SG&A expenses were essentially flat vs. the first quarter of 2006.

Interest expense was $7 million for the three-month period ended March 31, 2007 which was flat with the comparable prior year period.

The effective income tax rate for the three-month period ended March 31, 2007 was approximately 215 percent, which is much greater than the 33 percent rate in the comparable prior period. The
effective income tax rate reflects the impact of the goodwill impairment which reduced book pre-tax income without a corresponding tax benefit.

Results of Operations by Segment

|                        | Three Months Ended |        
|----------------------- | ------------------ | -------
|                        | March 31,          |        
|                        |                    |        
|                        |                    | 2007   
|                        |                    |        
|Net Revenues            | (In millions)      |        
|Manufacturing           | $                  | 65.4   
|Performance chemicals   |                    | 93.4   
|                        |                    |        
|Total                   | $                  | 158.9  
|                        |                    |        
|                        |                    |        
|                        | Three Months Ended |        
|                        | March 31,          |        
|                        |                    |        
|                        |                    | 2007(1)
|                        |                    |        
|Operating Profit (Loss) | (In millions)      |        
|                        |                    |        
|Manufacturing           | $                  | (2.0   
|Performance chemicals   |                    | 10.8   
|Corporate               |                    | (0.8   
|                        |                    |        
|Total                   | $                  | 7.9    
|                        |                    |        

-15-

---



|(1) | Includes restructuring and impairment charges of $6.3 million in the manufacturing segment and $1.1 million in the performance chemicals segment.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Includes restructuring and impairment charges of $0.4 million in the manufacturing segment and $0.1 million in the performance chemicals segment.
|   

Manufacturing Segment

Net revenues for the manufacturing segment were $65 million for the three-month period ended March 31, 2007 as compared to $58 million for the comparable prior year period.  This
increase was principally due to higher sales in the automotive market. The results of the automotive business reflect reduced sales volumes in the base business more than offset by the acquisition of Precision Engine Products in the third quarter of
2006.  Gross profit was $10 million for the three-month period ended March 31, 2007 as compared to $11 million for the comparable prior year period. The decrease in gross profit was primarily due to reduced volumes in the automotive market
base business. Selling, general and administrative expense was $5 million for the three-month period ended March 31, 2007 which was flat with the comparable prior year period. Operating loss of $2 million for the three-month period ended
March 31, 2007 compared to an operating profit of $6 million for the comparable prior year period. The operating results were driven by the restructuring and impairment charges taken in the three-month period ended March 31, 2007 combined with
reduced gross profit in the base automotive business.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $93 million for the three-month period ended March 31, 2007 as compared to $85 million for the comparable prior year period. This
was due to higher sales in the Companys water treatment market and personal care products market of $8 million and $1 million, respectively, partly offset by lower sales in the chemical processing market of $2 million primarily due
to the closure of the Newark facility. The increase in sales was primarily the result of the higher average pricing and the impact of the acquisitions made in 2006 which are reflected in the water treatment market sales. Gross profit was $18
million for the three-month period ended March 31, 2007 as compared to $16 million for the comparable prior year period. The increase in gross profit is primarily attributable to strong revenue performance, partially offset by higher raw
material costs. Selling, general and administrative expense was $7 million for the three-month period ended March 31, 2007 compared with $6 million for the comparable prior year period.  Operating profit was $11 million for the
three-month period ended March 31, 2007 which was favorable $1 million from the comparable prior period.

Financial Condition, Liquidity and
      Capital Resources

Cash
    and cash equivalents were $7 million at March 31, 2007, compared to $6
    million at December 31, 2006. Significant cash flows during the 2007 period
    included capital expenditures of
$8 million, net debt payments of $62 million, cash used for operating
activities of $2 million and acquisitions of $3 million, offset by proceeds
from sales of assets of $76 million.

The Company had working capital of $88 million at March 31, 2007 as compared to working capital of $148 million at December 31, 2006.  This decrease in working capital principally
reflects a decrease in assets held for sale due to the sale of the Noma wire and cable harness assembly business, partially offset by increases in accounts receivable and inventory.

On March 19, 2007, the Company completed an amendment to its credit facilities which enabled it to increase borrowings under the first lien term loan by $50 million and to use these
borrowings and the net proceeds from the Noma wire and cable harness assembly business sale to redeem the entire second lien term loan.

-16-

---



Cash payments for employee termination costs and facility exit costs totaled $1 million in the three months ended March 31, 2007.

The Company  expects
to make approximately $35-40 million of capital expenditures during 2007.

Management believes that the Company's cash flow from operations and availability under its revolving credit facility will be sufficient to cover future debt service requirements, capital
expenditures, and working capital requirements during the remainder of 2007.

Off-Balance Sheet Arrangements

The Company
    has approximately $10
million of standby letters of credit outstanding as of March 31, 2007.

Contractual Obligations

On March 19, 2007, the Company repaid the entire second lien term loan balance of $113 million, which was included in the contractual obligations table in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2006 under long-term debt, with payments due after five years, and borrowed $50 million of additional first lien term loan debt, with payments due of $0.4 million in less than one year, $1 million in one to three
years, and $48.6 million in four to five years.

Recent Accounting Pronouncements

In June
    2006, the Financial Accounting Standards Board (FASB) issued
    FASB Interpretation No. 48,Accounting
    for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.
    109(FIN 48). FIN 48 clarifies
    the accounting for uncertainty in income taxes  recognized in a companys
    financial statements and prescribes a recognition threshold and measurement
    attribute for the financial statement recognition and measurement of tax
    positions taken or expected to be taken in a tax return. The  interpretation
    also provides guidance on derecognition, classification, interest and penalties,
    accounting in interim periods, disclosure and transition. The Company adopted
    FIN 48 on January 1, 2007. The adoption, which was accounted for as a  cumulative
    effect adjustment, resulted in an increase to the January 1, 2007 balance
    of retained earnings (deficit) of $2.8 million. The total amount of unrecognized
    tax benefits as of January 1, 2007 was $13.5 million, of which $11.5
million  would, if recognized, affect the effective tax rate.

In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements,
(SFAS 157), to define fair value, establish a framework for
measuring fair value in accordance with generally accepted accounting principles
and expand disclosures about fair value measurements. SFAS 157 requires
quantitative disclosures using a tabular format in all periods (interim and
annual) and qualitative disclosures about the valuation techniques used to
measure fair value in all annual periods. The provisions of this Statement shall
be effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. The Company
will be required to adopt the provisions of this statement as of January 1,
2008. The Company is currently evaluating the impact of adopting SFAS 157.

In February 2007, the FASB issued SFAS No. 159 The
      Fair Value Option for Financial Assets and Financial Liabilities  including an Amendment of SFAS
No. 115, (SFAS No. 159), which permits an entity to measure many
financial assets and financial liabilities at fair value that are not currently
required to be measured at fair value. Entities that elect the fair value option
will report unrealized gains and losses in earnings at each subsequent reporting
date. The fair value option may be elected on an instrument-by-instrument basis,
with few exceptions. SFAS No. 159 amends previous guidance to extend the use of
the fair value option to available-for-sale and held-to-maturity securities. The
Statement also establishes presentation and disclosure requirements to help
financial statement users understand the effect of the election. SFAS No. 159 is
effective as of the beginning of the first fiscal year beginning after November
15, 2007. The Company is currently evaluating the impact of adopting SFAS No.
159.

On April
    27, 2007, the Company signed an agreement to sell its wholly-owned subsidiary
    Defiance Testing and Engineering Services, Inc. for $17 million in cash,
    plus a working capital adjustment. The transaction is expected to close in
    June 2007.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Companys cash flows and earnings are subject to fluctuations resulting from changes in interest rates, foreign currency exchange rates and commodity prices and the Company selectively
uses financial instruments to manage these risks. The Companys objective in managing its exposure to changes in interest rates, foreign currency exchange rates and commodity prices is to reduce volatility on earnings and cash flow associated
with such changes.  The Company has not entered, and does not intend to enter, into financial instruments for speculation or trading purposes.

-17-

---



Interest rate risk

At March 31, 2007, the Companys debt financing consisted primarily of amounts outstanding under the Companys credit facility.  The borrowings outstanding under the Companys
credit facility are collateralized by substantially all of the personal property and certain real property of the Company and its domestic subsidiaries.  Borrowings under the Companys credit facility are sensitive to changes in interest rates.
Given the existing level of borrowings under the credit facility of $280 million as of March 31, 2007, a 1⁄2 percent change in the weighted-average interest rate would have an interest impact of approximately $0.1 million each month.

|                  |  |              |  | Weighted-Average Interest Rate at |  |                   
|----------------- |  | ------------ |  | --------------------------------- |  | ------------------
|Principal Balance |  | Fair Value   |  | March 31, 2007                    |  | Scheduled Maturity
|$268 million      |  | $269 million |  | 7.35%                             |  | February 28, 2011 
|$12 million       |  | $12 million  |  | 8.95%                             |  | February 28, 2010 

In April 2005, the Company entered into two five year interest rate collar agreements in the aggregate notional amount of $185 million, in order to hedge against the effect that interest
rate fluctuations may have on the Companys floating rate debt.  The interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month LIBOR of 5.00 percent. These interest rate collar
agreements are scheduled to mature in 2010. The fair value of the agreements was $1 million at March 31, 2007.

Foreign currency exchange rate and commodity price risks

The Company measures the market risk related to its holding of financial instruments based on changes in foreign currency rates and commodity prices using a sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on a hypothetical 10 percent change in foreign currency exchange rates and commodity prices. Such analysis indicates that a hypothetical 10 percent change in foreign currency exchange
rates or commodity prices would not have a material impact on the fair values, cash flows or earnings of the Company.

Item 4. Controls and Procedures.



Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Companys condensed
consolidated financial statements for the period ended March 31, 2007, management
determined that it had inappropriately included amounts accrued for the purchase
of property, plant and equipment in Changes in accounts payable in the Cash Flows
from Operating Activities and in Capital expenditures in the Cash Flows from
Investing Activities on its Condensed Consolidated Statements of Cash Flows rather
than as non-cash investing activities. In addition, deferred financing costs and amounts borrowed and repaid
on its revolving credit facility were presented net in proceeds of long term
debt, rather than showing the proceeds and repayments separately. As a result,
the Company has restated the Condensed Consolidated Statements of Cash Flows
for the periods ended March 31, 2007 and March 31, 2006. Management also identified
certain errors in their adoption of the  recognition and disclosure provisions
of Statement of Financial Accounting Standards No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R). As a result, the Company has restated
the Condensed Consolidated Balance Sheets as of December 31, 2006 and March 31,
2007 and the Condensed Consolidated Statement of Changes in Equity for the year
ended December 31, 2006.



(a) Disclosure Controls and Procedures

In connection with the restatement noted above, the
Companys management, with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, has re-evaluated the effectiveness
of the Companys disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) as of March 31, 2007 to determine whether
the restatement changes managements original conclusion on disclosure controls
and procedures for the period ended March 31, 2007. Based on this re-evaluation,
the Companys Chief Executive Officer and Chief Financial Officer have concluded
that, as of March 31, 2007, the Companys disclosure controls and procedures
are effective at the reasonable assurance level.



(b)Changes in Internal Control Over Financial Reporting

There have not been any changes in the Companys internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

-18-

---



|         |  | PART II.   OTHER
            INFORMATION                                              
|-------- |  | --------------------------------------------------------------------------------------
|Item 1.  |  | Legal Proceedings.                                                                    
|         |  | NONE                                                                                  
|Item 1A. |  | Risk Factors                                                                          
|         |  | There have been no material changes from risk factors as previously disclosed 
by 
the
|         |  | Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds.                          
|         |  | NONE                                                                                  
|Item 3.  |  | Defaults Upon Senior Securities.                                                      
|         |  | NONE                                                                                  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders.                                  
|         |  | NONE                                                                                  
|Item 5.  |  | Other Information.                                                                    
|         |  | NONE                                                                                  
|Item 6.  |  | Exhibits.                                                                             

|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                                                                                        
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1         | Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated August 28, 2003, as filed with the United States Bankruptcy Court for the District of
Delaware on August 28, 2003 (incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K, filed with the Commission on October 21, 2003).                     
|           
|2.2         | First Modification to Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated October 3, 2003 as filed with the United States Bankruptcy Court for
the District of Delaware on October 3, 2003 (incorporated by reference to Exhibit 2.2 of the Registrants Form 8-K, filed with the Commission on October 21, 2003).
|           
|2.3         | Order confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, as Modified, as entered by the United States Bankruptcy Court for the District
of Delaware on October 7, 2003 (incorporated by reference to Exhibit 2.3 of the Registrants Form 8-K, filed with the Commission on October 21, 2003).              
|           
|3.1         | Third Amended and Restated Certificate of Incorporation of GenTek Inc., effective as of May 9, 2006 (incorporated by reference to the Registrants Form 10-Q, dated March 31, 2006, as filed with the Securities and
Exchange Commission).                                                                                                                                                         
|           

-19-

---



|3.2  | Amended and Restated By-Laws of GenTek Inc., effective as of March 9, 2006 (incorporated by reference to the Registrant's Form 8-K/A, dated March 9, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|4.1  | GenTek Inc. Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange
Commission).                                                                                                                                           
|    
|4.2  | GenTek Inc. Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange
Commission).                                                                                                                                           
|    
|10.1 | Form of Registration Rights Agreement by and among the Company and the holders named therein dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10,
2003, as filed with the Securities and Exchange Commission).                                                                                       
|    
|10.2 | GenTek Inc. 2003 Management and Directors Incentive Plan (incorporated by reference to the Registrants Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                             
|    
|10.3 | GenTek Key Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the Registrants Form 10-K/A dated April 30, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                    
|    
|10.4 | Form of Indemnification Agreement (incorporated by reference to the Registrant's Form 10-K dated December 31, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                     
|    
|10.5 | GenTek Performance Plan (incorporated by reference to the Exhibit 10.3 to the Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and Exchange Commission).                                                                                                                                                                             
|    
|10.6 | Tax Sharing Agreement between GenTek Inc. and the General Chemical Group Inc. (incorporated by reference to the Exhibit 10.6 to the Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as filed with the
Securities and Exchange Commission).                                                                                                                       
|    
|10.7 | Share Purchase Agreement by and among ADC Telecommunications Inc., Krone International Holding Inc., Krone Digital Communications Inc., GenTek Holding Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by
reference to Exhibit 10.14 of the Registrants Form 10-Q for the period ended March 31, 2004, as filed with the Securities and Exchange Commission).
|    
|10.8 | Form of Director Restricted Stock Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                               
|    
|10.9 | Form of Emergence Shares Restricted Stock Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                       
|    

-20-

---



|10.10 | Form of Restricted Stock Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|10.11 | Form of Stock Option Agreement (incorporated by reference to the Registrants Form 10- Q dated June 30, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|10.12 | Form of Performance Cash Award Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|10.13 | Master Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation, General Chemical LLC, and Honeywell International Inc. (incorporated by reference to the Registrants Form 10-Q dated September 30,
2004, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                   
|     
|10.14 | First Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners L.P., as joint
lead arranger, General Electric Capital Corporation, as co-administrative agent, and Bank of America, N.A., as co-administrative agent and collateral agent, dated February 28, 2005 (incorporated by reference to the Registrants Form 10-K dated
December 31, 2004, as filed with the Securities and Exchange Commission).                                               
|     
|10.15 | Second Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners L.P., as joint
lead arranger, sole bookrunner, syndication agent, administrative agent and as collateral agent, Bank of America Securities LLC, as joint lead arranger and Bank of America, N.A., as documentation agent, dated February 28, 2005 (incorporated by
reference to the Registrants Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).
|     
|10.16 | Employment Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange
Commission).                                                                                                                                                                                                                                                                                                                                                                                         
|     
|10.17 | Employment agreement with Andrew Hines, dated September 21, 2005 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                              
|     
|10.18 | Employment agreement with Maximo Vargas, dated September 22, 2005 (incorporated by reference to the Registrants Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                             
|     
|10.19 | Asset Purchase Agreement dated April 3, 2006 between Noma Company and Southwire Canada Company (incorporated by reference to the Registrants Form 8-K dated April 3, 2006, as filed with the Securities and Exchange
Commission).                                                                                                                                                                                                                                                                                                                                                                      
|     
|10.20 | First Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security Agreement dated April 26, 2006 (incorporated by reference to the Registrants Form 8-K dated April 26, 2006, as filed with the
Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                 
|     

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|10.21 | First Amendment to Second Lien Credit and Guaranty Agreement dated April 26, 2006 (incorporated by reference to the Registrants Form 8-K dated April 26, 2006, as filed with the Securities and Exchange
Commission).                                                       
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|10.22 | Asset Purchase Agreement dated June 30, 2006 between Defiance, Inc., Precision Engine Products Corp. and Stanadyne Corporation (incorporated by reference to the Registrants Form 8-K dated June 30, 2006, as filed with
the Securities and Exchange Commission).           
|     
|10.23 | Second Amendment to First Lien Credit and Guaranty Agreement dated July 14, 2006 (incorporated by reference to the Registrants Form 10-Q dated June 30, 2006, as filed with the Securities and Exchange
Commission).                                                        
|     
|10.24 | Second Amendment to Second Lien Credit and Guaranty Agreement dated July 14, 2006 (incorporated by reference to the Registrants Form 10-Q dated June 30, 2006, as filed with the Securities and Exchange
Commission).                                                       
|     
|10.25 | Letter Agreement with James Imbriaco, dated July 27, 2006 (incorporated by reference to the Registrants Form 8-K dated August 4, 2006, as filed with the Securities and Exchange Commission).                                                                               
|     
|10.26 | Asset Purchase Agreement dated December 22, 2006 between Electrical Components International, Inc., Noma Holding Inc. and GenTek Inc. (incorporated by reference to the Registrants Form 8-K dated December 22, 2006, as
filed with the Securities and Exchange Commission).
|     
|10.27 | Third Amendment to First Lien Credit and Guaranty Agreement and waiver dated March 19, 2007 (incorporated by reference to the Registrants Form 10-K dated December 31, 2006, as filed with the Securities and Exchange
Commission).                                         
|     
|31.1  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002.                                                                                                                           
|     
|31.2  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                          
|     
|32    | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                               
|     

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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

|     |  |                 |  |     |  | GENTEK INC.                                       
|---- |  | --------------- |  | --- |  | --------------------------------------------------
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  | Registrant                                        
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  |                                                   
|Date |  | August 29, 2007 |  | /s/ |  | William E. Redmond, Jr.                           
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  | William E. Redmond, Jr.                           
|     |  |                 |  |     |  | President and Chief Executive Officer and Director
|     |  |                 |  |     |  | (Principal Executive Officer)                     
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  |                                                   
|Date |  | August 29, 2007 |  | /s/ |  | Thomas B. Testa                                   
|     |  |                 |  |     |  |                                                   
|     |  |                 |  |     |  | Thomas B. Testa                                   
|     |  |                 |  |     |  | Vice President and Chief Financial Officer        
|     |  |                 |  |     |  | (Principal Financial and Accounting Officer)      

-23-

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