---

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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

|           |                                                                                                                                 
|---------- | --------------------------------------------------------------------------------------------------------------------------------
|(Mark One)
|           |                                                                                                                                 
|x          | QUARTERLY REPORT UNDER
  SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the
  quarterly period ended June 30, 2006
|           | OR                                                                                                                              
|o          | 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 001-14789

GENTEK 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(Address of principal executive offices) |  | 07054(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.

Yesx     Noo


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 Filero | Accelerated
  Filerx | Non-accelerated
  filero

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

Yeso     Nox


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.

Yesx     Noo


The number of outstanding shares of the Registrants
Common Stock as of July 31, 2006 was 10,303,666.

---

---



GENTEK
INC.

FORM
10-Q

QUARTERLY
PERIOD ENDED JUNE 30, 2006

INDEX

|                                                                                                  |  |         
|------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                  |  | Page No.
|                                                                                                  |  |         
|PART I. FINANCIAL INFORMATION:                                                                    |  |         
|                                                                                                  |  |         
|Item
  1. Financial Statements                                                                    |  |         
|                                                                                                  |  |         
|Consolidated
  Statements of Operations  Three and Six Months Ended June 30, 2006 and 2005       |  | 1       
|                                                                                                  |  |         
|Consolidated
  Balance Sheets  June 30, 2006 and December 31, 2005                               |  | 2       
|                                                                                                  |  |         
|Consolidated
  Statements of Cash Flows  Six Months Ended June 30, 2006 and 2005                 |  | 3       
|                                                                                                  |  |         
|Consolidated
  Statement of Changes in Equity  Six Months Ended June 30, 2006                    |  | 4       
|                                                                                                  |  |         
|Notes
  to the Consolidated Financial Statements                                                  |  | 5-14    
|                                                                                                  |  |         
|Item
  2. Managements Discussion and Analysis of Financial Condition and Results of
  Operations |  | 15-21   
|                                                                                                  |  |         
|Item
  3. Quantitative and Qualitative Disclosures About Market Risk                              |  | 21-22   
|                                                                                                  |  |         
|Item
  4. Controls and Procedures                                                                 |  | 22      
|                                                                                                  |  |         
|PART II. OTHER INFORMATION:                                                                       |  |         
|                                                                                                  |  |         
|Item
  1. Legal Proceedings                                                                       |  | 23      
|                                                                                                  |  |         
|Item
  1A. Risk Factors                                                                           |  | 23      
|                                                                                                  |  |         
|Item
  2. Unregistered Sales of Equity Securities and Use of Proceeds                             |  | 23      
|                                                                                                  |  |         
|Item
  3. Defaults Upon Senior Securities                                                         |  | 23      
|                                                                                                  |  |         
|Item
  4. Submission of Matters to a Vote of Security Holders                                     |  | 23-24   
|                                                                                                  |  |         
|Item
  5. Other Information                                                                       |  | 24      
|                                                                                                  |  |         
|Item
  6. Exhibits                                                                                |  | 24-27   
|                                                                                                  |  |         
|SIGNATURES                                                                                        |  | 28      

---



PART
I. FINANCIAL INFORMATION

Item 1.
Financial Statements.

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

|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | ------- | ----------------------------------------- | - | ------- | - | ---- | ------- | - | - | ------- | -
|                                                                                                                                      |  | Three Months
        Ended
        June 30, |         | Six Months
        Ended
        June 30, |  
|                                                                                                                                      |  |                                             |         |                                           |  
|                                                                                                                                      |  | 2006                                        |         | 2005                                      |   | 2006    |   | 2005 |        
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |        
|Net
        revenues                                                                                                                  |  | $                                           | 223,002 |                                           | $ | 202,197 |   | $    | 437,843 |   | $ | 402,442 |  
|Cost
        of sales                                                                                                                 |  |                                             | 189,878 |                                           |   | 170,340 |   |      | 375,565 |   |   | 343,891 |  
|Selling,
        general and administrative expense                                                                                   |  |                                             | 15,367  |                                           |   | 18,393  |   |      | 30,856  |   |   | 36,943  |  
|Restructuring
        and impairment charges                                                                                          |  |                                             | 1,593   |                                           |   | 1,130   |   |      | 2,130   |   |   | 4,394   |  
|Pension
        curtailment and settlement (gains) losses                                                                             |  |                                             | (635    | )                                         |   |        |   |      | (635    | ) |   |        |  
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Operating
        profit                                                                                                              |  |                                             | 16,799  |                                           |   | 12,334  |   |      | 29,927  |   |   | 17,214  |  
|Interest
        expense                                                                                                              |  |                                             | 11,304  |                                           |   | 7,667   |   |      | 19,497  |   |   | 12,815  |  
|Interest
        income                                                                                                               |  |                                             | 241     |                                           |   | 88      |   |      | 446     |   |   | 197     |  
|Other
        (income) expense, net                                                                                                   |  |                                             | (903    | )                                         |   | 1,139   |   |      | (1,320  | ) |   | 1,468   |  
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        from continuing operations before income taxes                                                                         |  |                                             | 6,639   |                                           |   | 3,616   |   |      | 12,196  |   |   | 3,128   |  
|Income
        tax provision                                                                                                          |  |                                             | 2,394   |                                           |   | 2,311   |   |      | 3,456   |   |   | 1,626   |  
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        from continuing operations                                                                                             |  |                                             | 4,245   |                                           |   | 1,305   |   |      | 8,740   |   |   | 1,502   |  
|Loss
        from discontinued operations (net of tax provision (benefit) of $106,
        $(389), $(277) and $(1,086), respectively) |  |                                             | (92     | )                                         |   | (329    | ) |      | (1,200  | ) |   | (1,553  | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Net
        income (loss)                                                                                                             |  | $                                           | 4,153   |                                           | $ | 976     |   | $    | 7,540   |   | $ | (51     | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        (loss) per common share  basic:                                                                                       |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        from continuing operations                                                                                             |  | $                                           | 0.42    |                                           | $ | 0.13    |   | $    | 0.86    |   | $ | 0.15    |  
|Loss
        from discontinued operations                                                                                             |  |                                             | (0.01   | )                                         |   | (0.03   | ) |      | (0.12   | ) |   | (0.16   | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Net
        income (loss)                                                                                                             |  | $                                           | 0.41    |                                           | $ | 0.10    |   | $    | 0.74    |   | $ | (0.01   | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        (loss) per common share  assuming dilution:                                                                           |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Income
        from continuing operations                                                                                             |  | $                                           | 0.39    |                                           | $ | 0.13    |   | $    | 0.82    |   | $ | 0.15    |  
|Loss
        from discontinued operations                                                                                             |  |                                             | (0.01   | )                                         |   | (0.03   | ) |      | (0.11   | ) |   | (0.16   | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  
|Net
        income (loss)                                                                                                             |  | $                                           | 0.38    |                                           | $ | 0.10    |   | $    | 0.71    |   | $ | (0.01   | )
|                                                                                                                                      |  |                                             |         |                                           |   |         |   |      |         |   |   |         |  

See the accompanying notes to the consolidated financial statements.

-1-

---



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

|                                                                                                                                                              |  |                 |         |                       |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | --------------------- | - | ------- | -
|                                                                                                                                                              |  | June 30,
  2006 |         | December
  31,
  2005 |  
|                                                                                                                                                              |  |                 |         |                       |  
|ASSETS                                                                                                                                                        |  |                 |         |                       |   |         |  
|Current assets:                                                                                                                                               |  |                 |         |                       |   |         |  
|Cash and cash
  equivalents                                                                                                                                   |  | $               | 11,884  |                       | $ | 12,294  |  
|Receivables, net                                                                                                                                              |  |                 | 136,271 |                       |   | 124,848 |  
|Inventories                                                                                                                                                   |  |                 | 77,060  |                       |   | 66,577  |  
|Deferred income
  taxes                                                                                                                                       |  |                 | 31,768  |                       |   | 32,623  |  
|Assets held for
  sale                                                                                                                                        |  |                 | 2,200   |                       |   | 29,777  |  
|Other current
  assets                                                                                                                                        |  |                 | 5,863   |                       |   | 10,723  |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total current
  assets                                                                                                                                        |  |                 | 265,046 |                       |   | 276,842 |  
|Property, plant
  and equipment, net                                                                                                                          |  |                 | 240,602 |                       |   | 249,459 |  
|Goodwill                                                                                                                                                      |  |                 | 153,420 |                       |   | 154,406 |  
|Intangible
  assets, net                                                                                                                                      |  |                 | 60,427  |                       |   | 63,835  |  
|Deferred income
  taxes                                                                                                                                       |  |                 | 242     |                       |   | 220     |  
|Other assets                                                                                                                                                  |  |                 | 13,075  |                       |   | 13,050  |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total assets                                                                                                                                                  |  | $               | 732,812 |                       | $ | 757,812 |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|LIABILITIES
  AND EQUITY                                                                                                                                      |  |                 |         |                       |   |         |  
|Current
  liabilities:                                                                                                                                        |  |                 |         |                       |   |         |  
|Accounts payable                                                                                                                                              |  | $               | 61,732  |                       | $ | 59,647  |  
|Accrued
  liabilities                                                                                                                                         |  |                 | 61,018  |                       |   | 64,539  |  
|Current portion
  of long-term debt                                                                                                                           |  |                 | 4,235   |                       |   | 4,257   |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total current
  liabilities                                                                                                                                   |  |                 | 126,985 |                       |   | 128,443 |  
|Long-term debt                                                                                                                                                |  |                 | 332,804 |                       |   | 357,475 |  
|Pension and
  postretirement obligations                                                                                                                      |  |                 | 104,480 |                       |   | 107,887 |  
|Other
  liabilities                                                                                                                                           |  |                 | 71,943  |                       |   | 78,632  |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total
  liabilities                                                                                                                                           |  |                 | 636,212 |                       |   | 672,437 |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|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: 10,314,247 and 10,194,571
  shares at June 30, 2006 and December 31, 2005, respectively |  |                 | 81,879  |                       |   | 81,395  |  
|Unearned
  compensation                                                                                                                                       |  |                 |        |                       |   | (859    | )
|Warrants                                                                                                                                                      |  |                 | 8,360   |                       |   | 8,361   |  
|Accumulated
  other comprehensive loss                                                                                                                        |  |                 | (1,390  | )                     |   | (3,861  | )
|Retained
  earnings                                                                                                                                           |  |                 | 7,965   |                       |   | 425     |  
|Treasury stock,
  at cost: 10,581 and 5,191 shares at June 30, 2006 and December 31, 2005,
  respectively                                                     |  |                 | (214    | )                     |   | (86     | )
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total equity                                                                                                                                                  |  |                 | 96,600  |                       |   | 85,375  |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  
|Total
  liabilities and equity                                                                                                                                |  | $               | 732,812 |                       | $ | 757,812 |  
|                                                                                                                                                              |  |                 |         |                       |   |         |  

See the accompanying notes to the consolidated financial statements.

-2-

---



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

|                                                                                        |  |                               |         |      |   |          |  
|--------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | ---- | - | -------- | -
|                                                                                        |  | Six Months
  Ended
  June 30, |        
|                                                                                        |  |                               |        
|                                                                                        |  | 2006                          |         | 2005 |  
|                                                                                        |  |                               |         |      |  
|Cash flows from
  operating activities:                                                 |  |                               |         |      |   |          |  
|Net income
  (loss)                                                                     |  | $                             | 7,540   |      | $ | (51      | )
|Adjustments to
  reconcile net income (loss) to net cash used for operating activities: |  |                               |         |      |   |          |  
|Discontinued
  operations                                                               |  |                               | 1,200   |      |   | 1,553    |  
|Pension
  curtailment gains                                                             |  |                               | (635    | )    |   |         |  
|Depreciation and
  amortization                                                         |  |                               | 19,926  |      |   | 21,830   |  
|Asset impairment
  charge                                                               |  |                               | 503     |      |   |         |  
|Net loss (gain)
  on disposition of long-term assets                                    |  |                               | 89      |      |   | (1,734   | )
|Long-term
  incentive plan costs, net                                                   |  |                               | 734     |      |   | 815      |  
|Excess tax
  benefit from stock option exercises                                        |  |                               | (142    | )    |   |         |  
|Increase in
  receivables                                                               |  |                               | (28,070 | )    |   | (8,258   | )
|Increase in
  inventories                                                               |  |                               | (10,350 | )    |   | (5,693   | )
|(Increase)
  decrease in deferred tax assets                                            |  |                               | (836    | )    |   | 1,192    |  
|Increase
  (decrease) in accounts payable                                               |  |                               | 8,389   |      |   | (610     | )
|Increase
  (decrease) in accrued liabilities                                            |  |                               | 2,305   |      |   | (3,777   | )
|Decrease in
  other liabilities and assets, net                                         |  |                               | (6,362  | )    |   | (30,887  | )
|                                                                                        |  |                               |         |      |   |          |  
|Net cash used for
  continuing operations                                               |  |                               | (5,709  | )    |   | (25,620  | )
|Net cash provided by
  (used for) discontinued operations                               |  |                               | 8,280   |      |   | (776     | )
|                                                                                        |  |                               |         |      |   |          |  
|Net cash provided by
  (used for) operating activities                                  |  |                               | 2,571   |      |   | (26,396  | )
|                                                                                        |  |                               |         |      |   |          |  
|Cash flows from
  investing activities:                                                 |  |                               |         |      |   |          |  
|Capital
  expenditures                                                                  |  |                               | (8,620  | )    |   | (13,658  | )
|Proceeds from
  sales or disposals of long-term assets                                  |  |                               | 2,109   |      |   | 1,136    |  
|Proceeds from
  (acquisition of) short-term investments                                 |  |                               | 2,367   |      |   | (2,229   | )
|                                                                                        |  |                               |         |      |   |          |  
|Net cash used for
  continuing operations                                               |  |                               | (4,144  | )    |   | (14,751  | )
|Net cash provided by
  discontinued operations                                          |  |                               | 28,014  |      |   | 6        |  
|                                                                                        |  |                               |         |      |   |          |  
|Net cash provided by
  (used for) investing activities                                  |  |                               | 23,870  |      |   | (14,745  | )
|                                                                                        |  |                               |         |      |   |          |  
|Cash flows from
  financing activities:                                                 |  |                               |         |      |   |          |  
|Proceeds from
  long-term debt                                                          |  |                               |        |      |   | 404,581  |  
|Repayment of
  long-term debt                                                           |  |                               | (25,097 | )    |   | (53,712  | )
|Dividends                                                                               |  |                               | (2,367  | )    |   | (310,742 | )
|Exercise of
  stock options                                                             |  |                               | 517     |      |   |         |  
|Excess tax
  benefits from stock option exercises                                       |  |                               | 142     |      |   |         |  
|Acquisition of
  treasury stock                                                         |  |                               | (128    | )    |   | (86      | )
|                                                                                        |  |                               |         |      |   |          |  
|Net cash provided by
  (used for) continuing operations                                 |  |                               | (26,933 | )    |   | 40,041   |  
|Net cash used for
  discontinued operations                                             |  |                               |        |      |   |         |  
|                                                                                        |  |                               |         |      |   |          |  
|Net cash provided by
  (used for) financing activities                                  |  |                               | (26,933 | )    |   | 40,041   |  
|                                                                                        |  |                               |         |      |   |          |  
|Effect of
  exchange rate changes on cash                                               |  |                               | 82      |      |   | (223     | )
|                                                                                        |  |                               |         |      |   |          |  
|Decrease in cash
  and cash equivalents                                                 |  |                               | (410    | )    |   | (1,323   | )
|Cash and cash
  equivalents at beginning of period                                      |  |                               | 12,294  |      |   | 9,826    |  
|                                                                                        |  |                               |         |      |   |          |  
|Cash and cash
  equivalents at end of period                                            |  | $                             | 11,884  |      | $ | 8,503    |  
|                                                                                        |  |                               |         |      |   |          |  
|Supplemental
  information:                                                             |  |                               |         |      |   |          |  
|Cash paid
  (refunded) for income taxes                                                 |  | $                             | 2,379   |      | $ | (4,670   | )
|                                                                                        |  |                               |         |      |   |          |  
|Cash paid
  for interest                                                                |  | $                             | 15,539  |      | $ | 4,808    |  
|                                                                                        |  |                               |         |      |   |          |  

See the accompanying notes to the consolidated financial statements.

-3-

---



GENTEK
INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2006
(In thousands)
(unaudited)

|                                                                             |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|---------------------------------------------------------------------------- |  | -------------- | ------ | ----------------------- | - | -------- | - | ---------------- | ----- | ----------------------------------------------------- | - | ------------------- | - | ----- | ------ | - | - | ----- |  | - | ------ | -
|                                                                             |  | Common
  Stock |        | Unearned
  Compensation |   | Warrants |   | Treasury
  Stock |       | Accumulated
  Other
  Comprehensive
  Income
  (Loss) |   | Retained
  Earnings |   | Total |       
|                                                                             |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |       
|                                                                            
|Balance at
  December 31, 2005                                               |  | $              | 81,395 |                         | $ | (859     | ) | $                | 8,361 |                                                       | $ | (86                 | ) | $     | (3,861 | ) | $ | 425   |  | $ | 85,375 |  
|Components of
  comprehensive income:                                        |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Net income                                                                   |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       |       |   |   | 7,540 |  |   | 7,540  |  
|Minimum pension
  liability adjustment (net of tax of $283)                  |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       | 432    |   |   |      |  |   | 432    |  
|Foreign currency
  translation adjustments (net of tax of $77)               |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       | 118    |   |   |      |  |   | 118    |  
|Change in unrealized
  gain on derivative instruments (net of tax of $1,257) |  |                |       |                         |   |         |   |                  |      |                                                       |   |                    |   |       | 1,921  |   |   |      |  |   | 1,921  |  
|                                                                             |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Comprehensive
  income                                                       |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   | 10,011 |  
|Long-term
  incentive plan, net                                              |  |                | (34    | )                       |   | 859      |   |                  |      |                                                       |   |                    |   |       |       |   |   |      |  |   | 825    |  
|Exercise of
  stock options                                                  |  |                | 517    |                         |   |         |   |                  |      |                                                       |   |                    |   |       |       |   |   |      |  |   | 517    |  
|Purchase of
  treasury stock                                                 |  |                |       |                         |   |         |   |                  |      |                                                       |   | (128                | ) |       |       |   |   |      |  |   | (128   | )
|Exercise of
  warrants                                                       |  |                | 1      |                         |   |         |   |                  | (1    | )                                                     |   |                    |   |       |       |   |   |      |  |   |       |  
|                                                                             |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  
|Balance at June
  30, 2006                                                   |  | $              | 81,879 |                         | $ |         |   | $                | 8,360 |                                                       | $ | (214                | ) | $     | (1,390 | ) | $ | 7,965 |  | $ | 96,600 |  
|                                                                             |  |                |        |                         |   |          |   |                  |       |                                                       |   |                     |   |       |        |   |   |       |  |   |        |  

See the accompanying notes to the consolidated financial statements.

-4-

---



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

Note 1 
Basis of Presentation

The
accompanying unaudited 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 six months ended June 30, 2006
are not indicative of the results that may be expected for the year ending
December 31, 2006. These 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, 2005.

During
the second quarter of 2005, the Company ceased operations of its printing plate
business. During April 2006, the Company completed the sale of its cable and
wire manufacturing business in Stouffville, Canada. All requirements for
classifying the business as held for sale were met during the first quarter
of 2006. Accordingly, the results of these businesses have been classified as
discontinued operations in the statements of operations and cash flows, and the
assets to be sold have been classified as assets held for sale in the balance
sheets. Assets retained relating to these businesses have not been
reclassified. See Note 11.

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. FIN 48 will be effective for the Company beginning in the first
quarter of 2007. The Company is currently evaluating the impact of adopting FIN
48.

Certain
prior-period amounts have been reclassified to conform with the current
presentation.

The
Company has changed the classification of cash flows associated with investing
and financing activities of discontinued operations from operating activities
to investing and financing activities. A summary of the effects of the change
in classification from the amounts previously reported on the consolidated
statements of cash flows for the period ended June 30, 2005 is as follows:

|                                           |  |   |         |  
|------------------------------------------ |  | - | ------- | -
|Net cash used for operating activities:    |  |   |         |  
|As previously
  reported                   |  | $ | (25,940 | )
|Adjustment                                 |  |   | (456    | )
|                                           |  |   |         |  
|As currently
  reported                    |  | $ | (26,396 | )
|                                           |  |   |         |  
|                                           |  |   |         |  
|Net cash used for investing activities:    |  |   |         |  
|As previously
  reported                   |  | $ | (15,222 | )
|Adjustment                                 |  |   | 477     |  
|                                           |  |   |         |  
|As currently
  reported                    |  | $ | (14,745 | )
|                                           |  |   |         |  
|                                           |  |   |         |  
|Net cash provided by financing activities: |  |   |         |  
|As previously
  reported                   |  | $ | 40,041  |  
|Adjustment                                 |  |   |       |  
|                                           |  |   |         |  
|As currently
  reported                    |  | $ | 40,041  |  
|                                           |  |   |         |  

-5-

---



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

Note 2 
Summary of Significant Accounting Policies

Effective
January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment
(Revised 2004).
This statement addresses the accounting for share-based payment transactions in
which a company receives employee services in exchange for the Companys equity
instruments or liabilities that are based on the fair value of the Companys
equity securities or may be settled by the issuance of these securities. SFAS
No. 123R eliminates the ability to account for share-based compensation using
the intrinsic value method and generally requires that such transactions be
accounted for using a fair value method. The Company adopted SFAS No. 123R
using the modified prospective transition method. Under this method,
compensation cost is recognized for the unvested portion of share-based
payments granted prior to January 1, 2006 and all share-based payments granted
subsequent to December 31, 2005 over the related vesting period. Prior to
January 1, 2006, the Company applied the intrinsic value method prescribed in
APB Opinion No. 25 in accounting for employee stock based compensation. Prior
period results have not been restated. Due to the adoption of SFAS No. 123R,
the Companys results for the six months ended June 30, 2006 include
incremental share-based compensation expense totaling $256.

The
following table illustrates the effect on net income (loss) and net income
(loss) per share if the Company had applied the fair value based method to
recognize stock-based employee compensation for the three and six months ended June
30, 2005:

|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ---- | ------------------------------------ | - | ----- | -
|                                                                                                                                                |  | Three Months
  Ended
  June 30,
  2005 |      | Six Months
  Ended
  June 30,
  2005 |  
|                                                                                                                                                |  |                                        |      |                                      |  
|Net income
  (loss) as reported                                                                                                                 |  | $                                      | 976  |                                      | $ | (51   | )
|Add: Stock-based
  employee compensation expense included in net income determined under
  intrinsic value method, net of related tax effects   |  |                                        | 375  |                                      |   | 815   |  
|Deduct: Total
  stock-based employee compensation expense determined under fair value based
  method for all awards, net of related tax effects |  |                                        | (431 | )                                    |   | (991  | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|Pro forma net
  income (loss)                                                                                                                   |  | $                                      | 920  |                                      | $ | (227  | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|Income (loss)
  per share:                                                                                                                      |  |                                        |      |                                      |   |       |  
|Basic  as
  reported                                                                                                                           |  | $                                      | 0.10 |                                      | $ | (0.01 | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|Basic  pro
  forma                                                                                                                             |  | $                                      | 0.09 |                                      | $ | (0.02 | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|Diluted  as
  reported                                                                                                                         |  | $                                      | 0.10 |                                      | $ | (0.01 | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  
|Diluted  pro
  forma                                                                                                                           |  | $                                      | 0.09 |                                      | $ | (0.02 | )
|                                                                                                                                                |  |                                        |      |                                      |   |       |  

For
purposes of this calculation, the fair market value of each option grant was
estimated on the grant date using the Black-Scholes option-pricing model with
the following weighted-average assumptions:

-6-

---



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

|                                   |  |      |      |  
|---------------------------------- |  | ---- | ---- | -
|                                   |  | 2005 |     
|                                   |  |      |     
|Dividend yield                     |  |      |     |  
|Expected volatility                |  |      | 24   | %
|Risk-free interest rate            |  |      | 3.75 | %
|Expected holding period (in years) |  |      | 4    |  
|Weighted average fair value        |  | $    | 2.78 |  

Note 3 
Comprehensive Income (Loss)

Total
comprehensive income (loss) is comprised of net income (loss), minimum pension
liability adjustments, foreign currency translation adjustments and the change
in unrealized gains and losses on derivative financial instruments. Total
comprehensive income for the three months ended June 30, 2006 and 2005 was
$5,591 and $849, respectively. Total comprehensive income (loss) for the six
months ended June 30, 2006 and 2005 was $10,011 and $(221), 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.

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

|                                             |  |                               |            |                             |  |            |  |      |            |  |  |            | 
|-------------------------------------------- |  | ----------------------------- | ---------- | --------------------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                             |  | Three Months
Ended
  June 30, |            | Six Months
Ended
  June 30, | 
|                                             |  |                               |            |                             | 
|                                             |  | 2006                          |            | 2005                        |  | 2006       |  | 2005 |           
|                                             |  |                               |            |                             |  |            |  |      |           
|Basic earnings
  per common share:           |  |                               |            |                             |  |            |  |      |            |  |  |            | 
|Weighted average
  common shares outstanding |  |                               | 10,097,038 |                             |  | 10,025,987 |  |      | 10,139,022 |  |  | 10,013,152 | 
|                                             |  |                               |            |                             |  |            |  |      |            |  |  |            | 
|Diluted earnings
  per common share:         |  |                               |            |                             |  |            |  |      |            |  |  |            | 
|Weighted average
  common shares outstanding |  |                               | 10,097,038 |                             |  | 10,025,987 |  |      | 10,139,022 |  |  | 10,013,152 | 
|Warrants,
  options and restricted stock     |  |                               | 799,862    |                             |  | 50,130     |  |      | 487,619    |  |  | 61,342     | 
|                                             |  |                               |            |                             |  |            |  |      |            |  |  |            | 
|Total                                        |  |                               | 10,896,900 |                             |  | 10,076,117 |  |      | 10,626,641 |  |  | 10,074,494 | 
|                                             |  |                               |            |                             |  |            |  |      |            |  |  |            | 

For
the three months ended June 30, 2006 and 2005, potentially dilutive securities
totaling 118,282 and 2,973,997, respectively, were not included in the
computation of diluted earnings per common share due to their antidilutive
effect. For the six months ended June 30, 2006 and 2005, potentially dilutive
securities totaling 1,546,102 and 3,080,999, respectively, were not included in
the computation of diluted earnings per common share due to their antidilutive
effect.

-7-

---



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

Note 5 
Inventories

|                        |  |                 |        |                     |   |        | 
|----------------------- |  | --------------- | ------ | ------------------- | - | ------ | 
|                        |  | June 30,
  2006 |        | December 31,
  2005 |  
|                        |  |                 |        |                     |  
|Raw materials           |  | $               | 30,909 |                     | $ | 28,240 | 
|Work in process         |  |                 | 8,345  |                     |   | 7,250  | 
|Finished products       |  |                 | 35,830 |                     |   | 29,340 | 
|Supplies and containers |  |                 | 1,976  |                     |   | 1,747  | 
|                        |  |                 |        |                     |   |        | 
|                        |  | $               | 77,060 |                     | $ | 66,577 | 
|                        |  |                 |        |                     |   |        | 

Note 6 
Long-Term Debt

|                                                     |  |            |           |                 |   |                     |  |   |         | 
|---------------------------------------------------- |  | ---------- | --------- | --------------- | - | ------------------- |  | - | ------- | 
|                                                     |  | Maturities |           | June 30,
  2006 |   | December 31,
  2005 | 
|                                                     |  |            |           |                 |   |                     | 
|$60,000
  revolving credit facility  floating rates |  |            | 2010      |                 | $ |                    |  | $ |        | 
|First lien term
  loan  floating rates              |  |            | 2011      |                 |   | 220,168             |  |   | 221,283 | 
|Second lien term
  loan  floating rates             |  |            | 2012      |                 |   | 113,000             |  |   | 135,000 | 
|Other debt 
  various rates                         |  |            | 2006-2018 |                 |   | 3,871               |  |   | 5,449   | 
|                                                     |  |            |           |                 |   |                     |  |   |         | 
|Total debt                                           |  |            |           |                 |   | 337,039             |  |   | 361,732 | 
|Less: Current
  portion                              |  |            |           |                 |   | 4,235               |  |   | 4,257   | 
|                                                     |  |            |           |                 |   |                     |  |   |         | 
|Net long-term
  debt                                 |  |            |           |                 | $ | 332,804             |  | $ | 357,475 | 
|                                                     |  |            |           |                 |   |                     |  |   |         | 

On February 28, 2005,
the Company closed on a secured
financing consisting of $370,000 of term loans and a $60,000 revolving credit
facility. In connection with the closing of the financing, the Company recorded
a charge in interest expense of $3,030 to write-off deferred financing costs of
its then-existing debt facility which was terminated. On April 26, 2006, the
Company entered into amendments of its first and second lien term loan
agreements which reduced the interest rate margins by 50 and 150 basis points,
respectively. In addition, the debt holders agreed to allow a redemption of the
second lien term loan. On May 1, 2006, the Company repaid $22,000 of its second
lien term loan. In connection with the amendments, the Company recorded charges
of $3,572 for certain costs related to the amendment and to write-off certain
deferred financing costs.

Note 7 
Long-Term Incentive Plans

The Company has an
incentive plan under which stock
options, restricted stock and other stockbased awards may be granted to
employees, officers, and directors. Grants under the plan generally vest over
two to three years and options have a maximum term of ten years. Compensation
cost recorded for stock-based compensation under this plan was $424 and $375
for the three months ended June 30, 2006 and 2005, respectively and
compensation cost recorded was $734 and $815 for the six months ended June 30,
2006 and 2005, respectively. As of June 30, 2006, the total number of shares
authorized for grant under this plan was 1,000,000 with 254,798 shares available
for grant.

-8-

---



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

Information
with respect to restricted stock is summarized below:

|                                 |  |        |         |                                       |   |       | 
|-------------------------------- |  | ------ | ------- | ------------------------------------- | - | ----- | 
|                                 |  | Shares |         | WeightedAverage

  Grant-Date
  Value |  
|                                 |  |        |         |                                       |  
|Outstanding at December 31, 2005 |  |        | 79,261  |                                       | $ | 21.20 | 
|Granted                          |  |        | 73,359  |                                       |   | 26.64 | 
|Vested                           |  |        | 25,564  |                                       |   | 27.97 | 
|Forfeited                        |  |        | 632     |                                       |   | 24.48 | 
|                                 |  |        |         |                                       |   |       | 
|Outstanding at June 30, 2006     |  |        | 126,424 |                                       | $ | 22.97 | 
|                                 |  |        |         |                                       |   |       | 

Information
with respect to stock options is summarized below:

|                                 |  |         |         |                                  |   |                                                   |  |                               |     |  |   |       | 
|-------------------------------- |  | ------- | ------- | -------------------------------- | - | ------------------------------------------------- |  | ----------------------------- | --- |  | - | ----- | 
|                                 |  | Options |         | Weighted
  AverageExercise Price |   | Weighted
  Average
  Remaining
  Contractual Life |  | Aggregate
  Intrinsic
  Value |    
|                                 |  |         |         |                                  |   |                                                   |  |                               |    
|Outstanding at December 31, 2005 |  |         | 388,783 |                                  | $ | 11.52                                             |  |                               |     |  |   |       | 
|Granted                          |  |         | 97,728  |                                  |   | 26.92                                             |  |                               |     |  |   |       | 
|Exercised                        |  |         | 46,906  |                                  |   | 11.03                                             |  |                               |     |  |   |       | 
|Forfeited                        |  |         | 11,268  |                                  |   | 11.16                                             |  |                               |     |  |   |       | 
|                                 |  |         |         |                                  |   |                                                   |  |                               |     |  |   |       | 
|Outstanding at June 30, 2006     |  |         | 428,337 |                                  | $ | 15.10                                             |  |                               | 8.8 |  | $ | 5,042 | 
|                                 |  |         |         |                                  |   |                                                   |  |                               |     |  |   |       | 
|Exercisable at June 30, 2006     |  |         | 101,805 |                                  | $ | 11.04                                             |  |                               | 8.0 |  | $ | 1,609 | 
|                                 |  |         |         |                                  |   |                                                   |  |                               |     |  |   |       | 

The
fair value of each option grant was estimated using the Black-Scholes option
pricing model that uses the assumptions noted in the following table. The
expected term of the options was based on the contractual term of the option
and expected employee exercise and post-vesting employment termination
behavior. Expected volatility was calculated based on the historic volatility
of the Companys stock. The risk-free rate was based on U.S. Treasury issues
with a remaining term equal to the expected term of the options at the grant
date.

|                                   |  |      |      |  
|---------------------------------- |  | ---- | ---- | -
|                                   |  | 2006 |     
|                                   |  |      |     
|Dividend yield                     |  |      |     |  
|Expected volatility                |  |      | 31   | %
|Risk-free interest rate            |  |      | 5.02 | %
|Expected holding period (in years) |  |      | 4    |  
|Weighted average fair value        |  | $    | 8.74 |  

The
total intrinsic value of options exercised was $572 and $0 during the six
months ended June 30, 2006 and 2005, respectively. The Company generally issues
new shares upon the exercise of stock options. The total tax benefit realized
as a result of stock option exercises was $226 during the six months ended June
30, 2006.

As
of June 30, 2006 there was $2,324 of total unrecognized compensation cost that
is expected to be recognized over a weighted average period of 2.2 years.

-9-

---



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

Note 8 
Segment Information

Industry segment
information is summarized as follows:

|                      |  |                               |         |                             |   |         |  |      |         |  |   |         | 
|--------------------- |  | ----------------------------- | ------- | --------------------------- | - | ------- |  | ---- | ------- |  | - | ------- | 
|                      |  | Three Months
Ended
  June 30, |         | Six Months
Ended
  June 30, |  
|                      |  |                               |         |                             |  
|                      |  | 2006                          |         | 2005                        |   | 2006    |  | 2005 |        
|                      |  |                               |         |                             |   |         |  |      |        
|Net Revenues          |  |                               |         |                             |   |         |  |      |         |  |   |         | 
|Manufacturing         |  | $                             | 131,356 |                             | $ | 117,744 |  | $    | 260,960 |  | $ | 241,820 | 
|Performance chemicals |  |                               | 91,646  |                             |   | 84,453  |  |      | 176,883 |  |   | 160,622 | 
|                      |  |                               |         |                             |   |         |  |      |         |  |   |         | 
|Consolidated          |  | $                             | 223,002 |                             | $ | 202,197 |  | $    | 437,843 |  | $ | 402,442 | 
|                      |  |                               |         |                             |   |         |  |      |         |  |   |         | 

|                                                                     |  |                               |        |                             |   |        |   |      |        |   |   |        |  
|-------------------------------------------------------------------- |  | ----------------------------- | ------ | --------------------------- | - | ------ | - | ---- | ------ | - | - | ------ | -
|                                                                     |  | Three Months
Ended
  June 30, |        | Six Months
Ended
  June 30, |  
|                                                                     |  |                               |        |                             |  
|                                                                     |  | 2006                          |        | 2005                        |   | 2006   |   | 2005 |       
|                                                                     |  |                               |        |                             |   |        |   |      |       
|Operating
Profit                                                     |  |                               |        |                             |   |        |   |      |        |   |   |        |  
|Manufacturing                                                        |  | $                             | 6,141  |                             | $ | 4,809  |   | $    | 10,543 |   | $ | 7,135  |  
|Performance
  chemicals                                              |  |                               | 11,296 |                             |   | 10,426 |   |      | 21,183 |   |   | 15,442 |  
|Corporate                                                            |  |                               | (638   | )                           |   | (2,901 | ) |      | (1,799 | ) |   | (5,363 | )
|                                                                     |  |                               |        |                             |   |        |   |      |        |   |   |        |  
|Consolidated                                                         |  |                               | 16,799 |                             |   | 12,334 |   |      | 29,927 |   |   | 17,214 |  
|Interest
expense                                                     |  |                               | 11,304 |                             |   | 7,667  |   |      | 19,497 |   |   | 12,815 |  
|Other (income)
  expense, net                                        |  |                               | (1,144 | )                           |   | 1,051  |   |      | (1,766 | ) |   | 1,271  |  
|                                                                     |  |                               |        |                             |   |        |   |      |        |   |   |        |  
|Consolidated
  income from continuing operations before income taxes |  | $                             | 6,639  |                             | $ | 3,616  |   | $    | 12,196 |   | $ | 3,128  |  
|                                                                     |  |                               |        |                             |   |        |   |      |        |   |   |        |  

|                      |  |                               |       |                             |   |       |  |      |       |  |   |        | 
|--------------------- |  | ----------------------------- | ----- | --------------------------- | - | ----- |  | ---- | ----- |  | - | ------ | 
|                      |  | Three Months
Ended
  June 30, |       | Six Months
Ended
  June 30, |  
|                      |  |                               |       |                             |  
|                      |  | 2006                          |       | 2005                        |   | 2006  |  | 2005 |      
|                      |  |                               |       |                             |   |       |  |      |      
|Capital Expenditures  |  |                               |       |                             |   |       |  |      |       |  |   |        | 
|Manufacturing         |  | $                             | 1,381 |                             | $ | 2,668 |  | $    | 2,850 |  | $ | 5,752  | 
|Performance chemicals |  |                               | 4,024 |                             |   | 3,480 |  |      | 5,770 |  |   | 7,906  | 
|                      |  |                               |       |                             |   |       |  |      |       |  |   |        | 
|Consolidated          |  | $                             | 5,405 |                             | $ | 6,148 |  | $    | 8,620 |  | $ | 13,658 | 
|                      |  |                               |       |                             |   |       |  |      |       |  |   |        | 

|                              |  |                               |        |                             |   |        |  |      |        |  |   |        | 
|----------------------------- |  | ----------------------------- | ------ | --------------------------- | - | ------ |  | ---- | ------ |  | - | ------ | 
|                              |  | Three Months
Ended
  June 30, |        | Six Months
Ended
  June 30, |  
|                              |  |                               |        |                             |  
|                              |  | 2006                          |        | 2005                        |   | 2006   |  | 2005 |       
|                              |  |                               |        |                             |   |        |  |      |       
|Depreciation and Amortization |  |                               |        |                             |   |        |  |      |        |  |   |        | 
|Manufacturing                 |  | $                             | 5,136  |                             | $ | 6,561  |  | $    | 10,125 |  | $ | 12,443 | 
|Performance chemicals         |  |                               | 4,511  |                             |   | 4,522  |  |      | 8,927  |  |   | 8,681  | 
|Corporate                     |  |                               | 404    |                             |   | 432    |  |      | 874    |  |   | 706    | 
|                              |  |                               |        |                             |   |        |  |      |        |  |   |        | 
|Consolidated                  |  | $                             | 10,051 |                             | $ | 11,515 |  | $    | 19,926 |  | $ | 21,830 | 
|                              |  |                               |        |                             |   |        |  |      |        |  |   |        | 

|                         |  |  |  |  |  |  |  |                 |         |                     |   |         | 
|------------------------ |  |  |  |  |  |  |  | --------------- | ------- | ------------------- | - | ------- | 
|                         |  |  |  |  |  |  |  | June 30,
  2006 |         | December 31,
  2005 |  
|                         |  |  |  |  |  |  |  |                 |         |                     |  
|Identifiable Assets      |  |  |  |  |  |  |  |                 |         |                     |   |         | 
|Manufacturing            |  |  |  |  |  |  |  | $               | 431,862 |                     | $ | 424,289 | 
|Performance chemicals(1) |  |  |  |  |  |  |  |                 | 279,449 |                     |   | 268,428 | 
|Corporate                |  |  |  |  |  |  |  |                 | 19,301  |                     |   | 35,318  | 
|Assets held for sale     |  |  |  |  |  |  |  |                 | 2,200   |                     |   | 29,777  | 
|                         |  |  |  |  |  |  |  |                 |         |                     |   |         | 
|Consolidated             |  |  |  |  |  |  |  | $               | 732,812 |                     | $ | 757,812 | 
|                         |  |  |  |  |  |  |  |                 |         |                     |   |         | 

(1)          Includes equity
method investments of $355 and
$273, respectively.

-10-

---



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

Note 9 
Restructuring and Impairment Charges

During
2006, the Company initiated actions to close a manufacturing facility in its
manufacturing segment. The Company expects to substantially complete
implementation of this restructuring action by the end of 2006. 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:

Restructuring
Actions  2006

|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|---------------------------------------------- |  | ------------- | ----- | ----------------------- | - | --------- |  | ----- | - |  | - | ----- | -
|                                               |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |  | Total |  
|                                               |  |               |       |                         |   |           |  |       |  
|Employee Termination Costs                     |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Costs incurred in prior periods                |  | $             |      |                         | $ |          |  | $     |  |  | $ |      |  
|Costs incurred in current period               |  |               | 677   |                         |   |          |  |       |  |  |   | 677   |  
|Costs anticipated to be incurred in the future |  |               | 2,105 |                         |   |          |  |       |  |  |   | 2,105 |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Total costs expected to be incurred            |  | $             | 2,782 |                         | $ |          |  | $     |  |  | $ | 2,782 |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Accrual balance at December 31, 2005           |  | $             |      |                         | $ |          |  | $     |  |  | $ |      |  
|Provisions                                     |  |               | 677   |                         |   |          |  |       |  |  |   | 677   |  
|Amounts paid                                   |  |               | (77   | )                       |   |          |  |       |  |  |   | (77   | )
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  
|Accrual balance at June 30, 2006               |  | $             | 600   |                         | $ |          |  | $     |  |  | $ | 600   |  
|                                               |  |               |       |                         |   |           |  |       |   |  |   |       |  

|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  
|---------------------------------------------- |  | ------------- | --- | -------------------- | - | --------- |  | ----- | - |  | - | --- | -
|                                               |  | Manufacturing |     | PerformanceChemicals |   | Corporate |  | Total |  
|                                               |  |               |     |                      |   |           |  |       |  
|Facility Exit Costs                            |  |               |     |                      |   |           |  |       |   |  |   |     |  
|Costs incurred in prior periods                |  | $             |    |                      | $ |          |  | $     |  |  | $ |    |  
|Costs incurred in current period               |  |               | 65  |                      |   |          |  |       |  |  |   | 65  |  
|Costs anticipated to be incurred in the future |  |               | 570 |                      |   |          |  |       |  |  |   | 570 |  
|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  
|Total costs expected to be incurred            |  | $             | 635 |                      | $ |          |  | $     |  |  | $ | 635 |  
|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  
|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  
|Accrual balance at December 31, 2005           |  | $             |    |                      | $ |          |  | $     |  |  | $ |    |  
|Provisions                                     |  |               | 65  |                      |   |          |  |       |  |  |   | 65  |  
|Amounts paid                                   |  |               | (65 | )                    |   |          |  |       |  |  |   | (65 | )
|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  
|Accrual balance at June 30, 2006               |  | $             |    |                      | $ |          |  | $     |  |  | $ |    |  
|                                               |  |               |     |                      |   |           |  |       |   |  |   |     |  

-11-

---



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

Restructuring Actions  Years Prior to 2006

|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  
|------------------------------------------------ |  | ------------- | ----- | ----------------------- | - | --------- |  | ----- | ----- |  | - | ------ | -
|                                                 |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |  | Total |      
|                                                 |  |               |       |                         |   |           |  |       |      
|Employee
  Termination Costs                     |  |               |       |                         |   |           |  |       |       |  |   |        |  
|Costs
  incurred in prior periods                |  | $             | 3,091 |                         | $ | 8,584     |  | $     | 2,146 |  | $ | 13,821 |  
|Costs
  incurred in current period               |  |               | 351   |                         |   |          |  |       |      |  |   | 351    |  
|Costs
  anticipated to be incurred in the future |  |               |      |                         |   |          |  |       |      |  |   |       |  
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  
|Total costs
  expected to be incurred            |  | $             | 3,442 |                         | $ | 8,584     |  | $     | 2,146 |  | $ | 14,172 |  
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  
|Accrual
  balance at December 31, 2005           |  | $             | 527   |                         | $ | 49        |  | $     |      |  | $ | 576    |  
|Provisions                                       |  |               | 351   |                         |   |          |  |       |      |  |   | 351    |  
|Amounts paid                                     |  |               | (474  | )                       |   |          |  |       |      |  |   | (474   | )
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  
|Accrual
  balance at June 30, 2006               |  | $             | 404   |                         | $ | 49        |  | $     |      |  | $ | 453    |  
|                                                 |  |               |       |                         |   |           |  |       |       |  |   |        |  

|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  
|------------------------------------------------ |  | ------------- | ----- | ----------------------- | - | --------- | - | ----- | - |  | - | ------ | -
|                                                 |  | Manufacturing |       | Performance
  Chemicals |   | Corporate |   | Total |  
|                                                 |  |               |       |                         |   |           |   |       |  
|Facility Exit
  Costs                            |  |               |       |                         |   |           |   |       |   |  |   |        |  
|Costs
  incurred in prior periods                |  | $             | 2,029 |                         | $ | 15,650    |   | $     |  |  | $ | 17,679 |  
|Costs
  incurred in current period               |  |               | 312   |                         |   | 222       |   |       |  |  |   | 534    |  
|Costs
  anticipated to be incurred in the future |  |               |      |                         |   | 174       |   |       |  |  |   | 174    |  
|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  
|Total costs
  expected to be incurred            |  | $             | 2,341 |                         | $ | 16,046    |   | $     |  |  | $ | 18,387 |  
|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  
|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  
|Accrual
  balance at December 31, 2005           |  | $             | 408   |                         | $ |          |   | $     |  |  | $ | 408    |  
|Provisions                                       |  |               | 312   |                         |   | 222       |   |       |  |  |   | 534    |  
|Amounts paid                                     |  |               | (720  | )                       |   | (222      | ) |       |  |  |   | (942   | )
|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  
|Accrual
  balance at June 30, 2006               |  | $             |      |                         | $ |          |   | $     |  |  | $ |       |  
|                                                 |  |               |       |                         |   |           |   |       |   |  |   |        |  

Impairment
Charge

During
the second quarter of 2006, the Company recorded an impairment charge of $503
to reflect revised estimated fair values of fixed assets at its facilities in
Waterdown, Ontario, Canada and Guelph, Ontario, Canada, which had previously
been closed. The revised estimates of fair values were determined based upon
sales of and offers to purchase these assets.

Note 10  Pension and Other Postretirement
Benefits

|                                 |  |                                  |        |                                |   |        |   |      |        |   |   |        |  
|-------------------------------- |  | -------------------------------- | ------ | ------------------------------ | - | ------ | - | ---- | ------ | - | - | ------ | -
|                                 |  | Three
  Months Ended 
  June 30, |        | Six Months
  Ended 
  June 30, |  
|                                 |  |                                  |        |                                |  
|                                 |  | 2006                             |        | 2005                           |   | 2006   |   | 2005 |       
|                                 |  |                                  |        |                                |   |        |   |      |       
|Pension Benefits                 |  |                                  |        |                                |   |        |   |      |        |   |   |        |  
|Service cost                     |  | $                                | 420    |                                | $ | 399    |   | $    | 838    |   | $ | 800    |  
|Interest
  cost                  |  |                                  | 3,337  |                                |   | 3,189  |   |      | 6,672  |   |   | 6,377  |  
|Expected
  return on plan assets |  |                                  | (3,721 | )                              |   | (3,468 | ) |      | (7,439 | ) |   | (6,936 | )
|Amortization
  of net:           |  |                                  |        |                                |   |        |   |      |        |   |   |        |  
|Prior service cost               |  |                                  | 16     |                                |   | 19     |   |      | 33     |   |   | 37     |  
|Loss                             |  |                                  | 23     |                                |   |       |   |      | 46     |   |   |       |  
|                                 |  |                                  |        |                                |   |        |   |      |        |   |   |        |  
|Net periodic
  benefit cost      |  | $                                | 75     |                                | $ | 139    |   | $    | 150    |   | $ | 278    |  
|                                 |  |                                  |        |                                |   |        |   |      |        |   |   |        |  

-12-

---



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

|                                     |  |                                |        |                              |   |      |   |      |        |   |   |        |  
|------------------------------------ |  | ------------------------------ | ------ | ---------------------------- | - | ---- | - | ---- | ------ | - | - | ------ | -
|                                     |  | Three Months Ended 
  June 30, |        | Six Months Ended 
  June 30, |  
|                                     |  |                                |        |                              |  
|                                     |  | 2006                           |        | 2005                         |   | 2006 |   | 2005 |       
|                                     |  |                                |        |                              |   |      |   |      |       
|Other
  Postretirement Benefits      |  |                                |        |                              |   |      |   |      |        |   |   |        |  
|Service cost                         |  | $                              | 336    |                              | $ | 263  |   | $    | 671    |   | $ | 526    |  
|Interest
  cost                      |  |                                | 669    |                              |   | 667  |   |      | 1,337  |   |   | 1,374  |  
|Expected
  return on plan assets     |  |                                |       |                              |   |     |   |      |       |   |   |       |  
|Amortization
  of net:               |  |                                |        |                              |   |      |   |      |        |   |   |        |  
|Prior service cost                   |  |                                | (1,086 | )                            |   | (818 | ) |      | (2,171 | ) |   | (1,501 | )
|(Gain)/loss                          |  |                                | 26     |                              |   | (27  | ) |      | 52     |   |   | (64    | )
|                                     |  |                                |        |                              |   |      |   |      |        |   |   |        |  
|Net periodic
  benefit cost (income) |  | $                              | (55    | )                            | $ | 85   |   | $    | (111   | ) | $ | 335    |  
|                                     |  |                                |        |                              |   |      |   |      |        |   |   |        |  

During
the second quarter of 2006, the Company notified certain hourly employees
covered by certain collective bargaining agreements that their pension plan
benefit accruals would be frozen effective July 1, 2006. These actions resulted
in curtailment gains of $635.

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.

During
the second quarter of 2005, the Company ceased operations of its printing plate
business. The business had become unprofitable as it had experienced severe
competitive pressures over the last several years and had been hurt by a
continued shift in technology in the printing plate market. This business was
formerly reported as part of the communications segment, which is no longer a
reportable segment.

The
businesses included in discontinued operations had revenues of $755 and $24,382
and pretax profit (loss) of $14 and $(718) for the three months ended June 30,
2006 and 2005, respectively, and revenues of $36,601 and $50,414 and pretax
profit (loss) of $(1,476) and $(2,640) for the six months ended June 30, 2006
and 2005, respectively.

The
components of assets held for sale were as follows:

|                                |  |                 |       |                     |  |        | 
|------------------------------- |  | --------------- | ----- | ------------------- |  | ------ | 
|                                |  | June 30,
  2006 |       | December
  31, 2005 | 
|                                |  |                 |       |                     | 
|Inventories                     |  |                 |      |                     |  | 10,786 | 
|Property,
  plant and equipment |  |                 | 2,200 |                     |  | 18,991 | 

-13-

---



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

Note 12  Subsequent Events

On
July 27, 2006, the Company acquired the assets of Repauno Products, LLC. The
acquisition included the manufacturing facility in Gibbstown, N.J. and its 23
employees. 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 $5,812, subject to adjustment based upon the final
valuation of the acquired inventory.

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 approximately 230 employees
primarily located in manufacturing facilities in Tallahassee, FL. and Curitiba,
Brazil. The purchase price of the transaction was $24,756 in cash, plus a
working capital adjustment and the potential of an earn out for Stanadyne of
$10,000 twelve months later, based on certain performance metrics being
achieved post closing.

-14-

---



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

This
Form 10-Q 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, 2005.

Overview

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 approximately 230 employees
primarily located in manufacturing facilities in Tallahassee, FL. and Curitiba,
Brazil. The purchase price of the transaction was $25 million in cash, plus a
working capital adjustment and the potential of an earn out for Stanadyne of
$10 million, 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, N.J. and its 23
employees. 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 $4.5 million in cash, plus working capital, subject to
adjustment based upon the final valuation of the acquired inventory.

During
April 2006, the Company completed the sale of its cable and wire manufacturing
business in Stouffville, Canada. All requirements for classifying the business
as held for sale were met during the first quarter of 2006. During the second
quarter of 2005, the Company ceased operations of its printing plate business.
Accordingly, these businesses have been classified as discontinued operations.

Results of Operations

The
following table sets forth certain line items from our Consolidated Statements
of Operations for the three and six months ended June 30, 2006 and 2005 and the
corresponding percentage of net revenues for the relevant periods presented as
a percentage of revenue for the periods indicated.

-15-

---



|                                                    |  |                               |       |                             |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|--------------------------------------------------- |  | ----------------------------- | ----- | --------------------------- |  | ---- | - | ---- | ----- | - |  | --- | - | - | ----- | - |  | --- | - | - | ----- | - |  | --- | -
|                                                    |  | Three Months Ended
  June 30, |       | Six Months Ended
  June 30, | 
|                                                    |  |                               |       |                             | 
|                                                    |  | 2006                          |       | 2005                        |  | 2006 |   | 2005 |      
|                                                    |  |                               |       |                             |  |      |   |      |      
|                                                    |  | (Dollars in millions)         |       | (Dollars in millions)       | 
|Net revenues                                        |  | $                             | 223.0 |                             |  | 100  | % | $    | 202.2 |   |  | 100 | % | $ | 437.8 |   |  | 100 | % | $ | 402.4 |   |  | 100 | %
|Cost of sales                                       |  |                               | 189.9 |                             |  | 85   |   |      | 170.4 |   |  | 84  |   |   | 375.6 |   |  | 86  |   |   | 343.9 |   |  | 85  |  
|Selling, general and administrative expense         |  |                               | 15.3  |                             |  | 7    |   |      | 18.4  |   |  | 9   |   |   | 30.8  |   |  | 7   |   |   | 36.9  |   |  | 9   |  
|Restructuring and impairment charges                |  |                               | 1.6   |                             |  | 1    |   |      | 1.1   |   |  | 1   |   |   | 2.1   |   |  |    |   |   | 4.4   |   |  | 1   |  
|Pension curtailment and settlement (gains)
  losses |  |                               | (0.6  | )                           |  |     |   |      |      |   |  |    |   |   | (0.6  | ) |  |    |   |   |      |   |  |    |  
|                                                    |  |                               |       |                             |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Operating profit                                    |  |                               | 16.8  |                             |  | 8    |   |      | 12.3  |   |  | 6   |   |   | 29.9  |   |  | 7   |   |   | 17.2  |   |  | 4   |  
|Interest expense                                    |  |                               | 11.3  |                             |  | 5    |   |      | 7.7   |   |  | 4   |   |   | 19.5  |   |  | 4   |   |   | 12.8  |   |  | 3   |  
|Interest income                                     |  |                               | 0.2   |                             |  |     |   |      | 0.1   |   |  |    |   |   | 0.4   |   |  |    |   |   | 0.2   |   |  |    |  
|Other (income) expense, net                         |  |                               | (0.9  | )                           |  |     |   |      | 1.1   |   |  | 1   |   |   | (1.3  | ) |  |    |   |   | 1.5   |   |  |    |  
|Income tax provision                                |  |                               | 2.4   |                             |  | 1    |   |      | 2.3   |   |  | 1   |   |   | 3.5   |   |  | 1   |   |   | 1.6   |   |  |    |  
|                                                    |  |                               |       |                             |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Income from continuing operations                   |  |                               | 4.2   |                             |  | 2    |   |      | 1.3   |   |  |    |   |   | 8.7   |   |  | 2   |   |   | 1.5   |   |  |    |  
|Income (loss) from discontinued
operations          |  |                               | (0.1  | )                           |  |     |   |      | (0.3  | ) |  |    |   |   | (1.2  | ) |  |    |   |   | (1.6  | ) |  |    |  
|                                                    |  |                               |       |                             |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  
|Net income (loss)                                   |  | $                             | 4.2   |                             |  | 2    | % | $    | 1.0   |   |  |    | % | $ | 7.5   |   |  | 2   | % | $ | (0.1  | ) |  |    | %
|                                                    |  |                               |       |                             |  |      |   |      |       |   |  |     |   |   |       |   |  |     |   |   |       |   |  |     |  

Three Months Ended June 30, 2006 Compared
with Three Months Ended June 30, 2005

Net
revenues were $223 million for the three-month period ended June 30, 2006
compared with $202 million for the comparable prior year period. The increase
was primarily due to higher sales of $7 million in the performance chemicals
segment and $14 million in the manufacturing segment. The increase in the
performance chemicals segment is due to increased sales in the environmental and
chemical processing markets. The increase in the manufacturing segment is the
result of higher sales in the appliance and electronics market and industrial
market, partially offset by a decrease in sales in the automotive market. The
decrease in sales in the automotive market was due to lower sales volumes to
the Companys North American automotive customer base.

Gross
  profit was $33 million for the three-month period ended June 30, 2006 as compared
  with $32 million for the comparable prior year period. This reflects higher
  gross profit in the manufacturing segment of $2 million, partially offset by
  a decrease in the performance chemical market of $1 million. The increase in
  the manufacturing segment gross profit was primarily driven by higher sales
  volume and better plant efficiencies.

Selling,
general and administrative expense was $15 million for the three-month period
ended June 30, 2006 compared to $18 million in the comparable prior year
period. The reduction is primarily attributable to a $2 million charge included
in 2005 relating to the former Chief Executive Officers separation from the
Company and the Companys cost reduction efforts.

During
the quarter, the Company notified certain hourly employees covered by certain collective
bargaining agreements that benefit accruals in their defined benefit pension
plans would be frozen. As a result, a curtailment gain of approximately $1
million was recognized.

Restructuring
and impairment charges were $2 million for the three-month period ended June
30, 2006 compared to $1 million for the comparable period in the prior year.
The charges recorded in 2006 were $1 million for severance for the closure of a
manufacturing facility in Canada and $1 million for continuing costs from
activities initiated in prior years. The charges recorded for the comparable
period in 2005 were primarily for severance costs.

Operating
profit was $17 million for the three-month period ended June 30, 2006 as
compared with $12 million for the comparable prior year period. The higher
operating profit in 2006 reflected a higher gross profit and lower selling,
general and administrative expense and a pension curtailment gain in the second
quarter of 2006.

Interest
expense was $11 million for the three-month period ended June 30, 2006 as
compared with $8 million for the comparable prior year period. The principal
difference in interest expense was

-16-

---



attributable
to the amendment of the Companys credit facility, which resulted in a
write-off of deferred financing costs and other fees of $4 million.

The
effective income tax rate for the three-month period ended June 30, 2006 was
approximately 36 percent, which is representative of the effective tax rate the
Company expects to record on book income generated for the remainder of the
2006 year.

Loss
from discontinued operations for the three-month period ended June 30, 2006
reflects the impact of the Canadian cable and wire business, which was sold on
April 3, 2006 and losses on disposition of assets of the printing plate
business. For the comparable period in 2005, the loss from discontinued
operations reflects the Canadian cable and wire business as well as the
printing plate business.

Six Months Ended June 30, 2006 Compared with
Six Months Ended June 30, 2005

Net
revenues for the six-month period ended June 30, 2006 were $438 million as
compared with $402 million for the comparable prior year period. The increase
was due to higher sales of $16 million in the performance chemicals segment and
$19 million in the manufacturing segment. The increase in the performance
chemicals segment is due to increased sales in the environmental and chemical
processing market, the technology market and the pharmaceutical and personal
care product lines. The increase in the manufacturing segment is the result of
higher sales in the appliance and electronics market and industrial market,
partially offset by a decrease in sales in the automotive market. The decrease
in sales in the automotive market was due to lower sales volumes to the
Companys North American automotive customer base.

Gross
profit was $62 million for the six-month period ended June 30, 2006 as compared
with $59 million for the prior year period. This reflects higher gross profit
in both manufacturing of $2 million and performance chemicals of $1 million.
The increase in the manufacturing segment and performance chemicals segment
gross profit was primarily driven by higher sales volumes.

Selling,
general and administrative expense was $31 million for the six-month period
ended June 30, 2006 as compared with $37 million in the prior year. This
reduction is primarily attributable to the Companys cost reduction efforts and
a $2 million charge included in 2005 relating to the former Chief Executive
Officers separation from the Company.

During
the second quarter, the Company notified certain hourly employees covered by
certain collective bargaining agreements that benefit accruals in their defined
benefit pension plan would be frozen. As a result, a curtailment gain of
approximately $1 million was recognized.

Restructuring
and impairment charges were $2 million for the six-month period ended June 30,
2006 as compared with charges of $4 million for the six-month period ended June
30, 2005. The charges recorded in 2006 were for severance for the closure of a
Canadian manufacturing facility and for continuing costs from activities
initiated during prior years. The charges recorded in 2005 are associated with
the closure of a production facility, headcount reductions and continuing costs
from activities initiated during prior years.

Operating
income was $30 million for the six-month period ended June 30, 2006 as compared
with an operating income of $17 million for the prior year period. The higher
operating profit in 2006

-17-

---



reflected a
higher gross profit and lower selling, general and administrative expense and a
pension curtailment gain in 2006.

Interest
expense was $19 million for the six-month period ended June 30, 2006 as
compared with $13 million for the prior year period. The difference in interest
expense was attributable to borrowings under the Companys new credit facility,
which was put in place mid March 2005. The Company amended its credit facility
in 2006, which resulted in a write-off of deferred financing costs and other
fees of $4 million. The first half of 2005 also included a write-off of $3
million of deferred financing costs.

The
effective income tax rate for the six-month period ended June 30, 2006 was
approximately 28 percent. The effective tax rate was impacted by a one-time
permanent tax benefit related to the payment of dividends on restricted stock.
Without this benefit, the effective tax rate would have been approximately 36
percent, which is representative of the effective tax rate the Company expects
to record on book income generated for the remainder of the 2006 year. The
Company expects to pay approximately $4 million in cash tax payments in 2006.

Loss
from discontinued operations for the six-month period ended June 30, 2006
reflects the impact of the Canadian cable and wire business and losses on disposition
of assets of the printing plate business. For the comparable period in 2005,
the loss from discontinued operations reflects the Canadian cable and wire
business as well as the printing plate business.

Results of Operations by Segment

|                        |  |                                |       |                              |               |       |  |      |       |  |   |       | 
|----------------------- |  | ------------------------------ | ----- | ---------------------------- | ------------- | ----- |  | ---- | ----- |  | - | ----- | 
|                        |  | Three Months Ended 
  June 30, |       | Six Months Ended 
  June 30, |              
|                        |  |                                |       |                              |              
|                        |  | 2006                           |       | 2005                         |               | 2006  |  | 2005 |      
|                        |  |                                |       |                              |               |       |  |      |      
|                        |  | (In millions)                  |       |                              | (In millions) |      
|                        |  |                                |       |                              |              
|Net Revenues            |  |                                |       |                              |               |       |  |      |       |  |   |       | 
|Manufacturing           |  | $                              | 131.4 |                              | $             | 117.7 |  | $    | 260.9 |  | $ | 241.8 | 
|Performance
  chemicals |  |                                | 91.6  |                              |               | 84.5  |  |      | 176.9 |  |   | 160.6 | 
|                        |  |                                |       |                              |               |       |  |      |       |  |   |       | 
|Total                   |  | $                              | 223.0 |                              | $             | 202.2 |  | $    | 437.8 |  | $ | 402.4 | 
|                        |  |                                |       |                              |               |       |  |      |       |  |   |       | 

|                          |  |                                |      |                              |   |         |   |         |      |   |   |      |  
|------------------------- |  | ------------------------------ | ---- | ---------------------------- | - | ------- | - | ------- | ---- | - | - | ---- | -
|                          |  | Three Months Ended 
  June 30, |      | Six Months Ended 
  June 30, |  
|                          |  |                                |      |                              |  
|                          |  | 2006(1)                        |      | 2005(2)                      |   | 2006(3) |   | 2005(4) |     
|                          |  |                                |      |                              |   |         |   |         |     
|                          |  | (In millions)                  |      | (In millions)                |  
|                          |  |                                |      |                              |  
|Operating Profit
  (Loss) |  |                                |      |                              |   |         |   |         |      |   |   |      |  
|Manufacturing             |  | $                              | 6.1  |                              | $ | 4.8     |   | $       | 10.5 |   | $ | 7.1  |  
|Performance
  chemicals   |  |                                | 11.3 |                              |   | 10.4    |   |         | 21.2 |   |   | 15.4 |  
|Corporate                 |  |                                | (0.6 | )                            |   | (2.9    | ) |         | (1.8 | ) |   | (5.3 | )
|                          |  |                                |      |                              |   |         |   |         |      |   |   |      |  
|Total                     |  | $                              | 16.8 |                              | $ | 12.3    |   | $       | 29.9 |   | $ | 17.2 |  
|                          |  |                                |      |                              |   |         |   |         |      |   |   |      |  

|    |                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes
  restructuring and impairment charges of $1.5 million in the manufacturing
  segment and $0.1 million in the performance chemicals segment.                             
|    |                                                                                                                                                                                   
|(2) | Includes
  restructuring and impairment charges of $0.4 million in the manufacturing
  segment, $0.5 million in the performance chemicals segment and $0.2 million
  in corporate.
|    |                                                                                                                                                                                   
|(3) | Includes
  restructuring and impairment charges of $1.9 million in the manufacturing
  segment and $0.2 million in the performance chemicals segment.                             
|    |                                                                                                                                                                                   
|(4) | Includes
  restructuring and impairment charges of $1.3 million in the manufacturing
  segment, $1.3 million in the performance chemicals segment and $1.8 million
  in corporate.

-18-

---



Three
Months Ended June 30, 2006 Compared with Three Months Ended June 30, 2005

Manufacturing
Segment

Net
  revenues for the manufacturing segment were $131 million for the three-month
  period ended June 30, 2006 as compared to $118 million for the comparable prior
  year period. This increase was principally due to higher sales in the appliance
  and electronics market of $15 million and the industrial market of $1 million,
  partially offset by lower sales volume in the Companys North American
  automotive customer base of $3 million. The increase in revenues in the appliance
  and electronics market was principally a result of increased sales volume with
  Whirlpool and the increase in the pass through of copper prices. The pass through
  of copper prices represented approximately 70 percent of the total increase
  in the appliance and electronics and industrial markets. Gross profit was $16
  million for the three-month period ended June 30, 2006 as compared to $13 million
  for the comparable prior year period. The increase in gross profit was primarily
  due to an increase in gross profit in the appliance and electronics market due
  to higher volume and better plant efficiencies. Selling, general and administrative
  expense of $8 million for the three-month period ended June 30, 2006 was essentially
  flat to the comparable prior year period. Operating profit was $6 million for
  the three-month period ended June 30, 2006 compared to $5 million for the comparable
  prior year period, primarily driven by revenue, pricing and efficiency improvements
  in the appliance and electronics market and the industrial market.

Performance Chemicals Segment

Net
revenues for the performance chemicals segment were $92 million for the
three-month period ended June 30, 2006 as compared to $85 million for the
comparable prior year period. This was due to higher sales in the Companys
environmental and chemical processing markets and technology market of $6
million and $1 million, respectively. The increase in sales was primarily the
result of the pass through of higher raw material prices. Gross profit was $17
million for the three-month period ended June 30, 2006 as compared to $19
million for the comparable prior year period. The decrease in gross profit is
primarily attributable to an insurance recovery of $3 million in 2005 related
to the Companys closed Delaware Valley Works South Plant. Selling, general and
administrative expense was $7 million for the three-month period ended June 30,
2006 compared with $8 million for the comparable prior year period. This
decrease was primarily due to cost reduction efforts. Operating profit was $11
million for the three-month period ended June 30, 2006 compared to $10 million
for the comparable prior year period. The increase in revenues and reduction in
selling, general and administrative expenses in 2006, offset by the Companys
insurance recovery for the closed Delaware Valley Works South Plant in 2005,
lead to the increase in operating profit.

Six Months Ended June 30, 2006 Compared with
Six Months Ended June 30, 2005

Manufacturing Segment

Net
  revenues were $261 million for the six-month period ended June 30, 2006 as compared
  with $242 million for the prior year period. This increase was principally due
  to higher sales in the appliance and electronics market of $22 million and the
  industrial market of $2 million, partially offset by lower sales volumes in
  the Companys North American automotive customer base of $5 million. The
  increase in revenues in the appliance and electronics market was principally
  a result of increased sales volume with Whirlpool and the increase in the pass
  through of copper prices. The pass through of copper prices represented approximately
  71 percent of the total increase in the appliance and electronics and industrial
  markets. Gross profit was $29 million for the six-month period ended June 30,
  2006 as compared to $27 million for the comparable prior year period. The increase
  was primarily due to pricing improvements in the industrial market and higher
  sales volumes in the appliance and electronics market. This was slightly supplemented
  by better gross profits in the automotive market due to lower costs as a result
  of plant consolidation. Selling, general and administrative expense was $16
  million for the six-month period ended June 30, 2006 as compared to $18 million
  for the comparable prior year period, principally due to

-19-

---



cost reduction efforts.  Operating profit was $11 million for the six-month period ended
June 30, 2006 as compared to $7 million for the comparable prior year period,
primarily driven by pricing improvements in the industrial market, volumes in
the appliance and electronics market, and a reduction in selling, general and
administrative expenses.

Performance
Chemicals Segment

Net
revenues were $177 million for the six-month period ended June 30, 2007 as
compared with $161 million for the comparable prior year period.  This was due to higher sales in the
Companys environmental and chemical processing markets, technology market, and
pharmaceutical and personal care product lines of $12 million, $2 million and $2
million, respectively.  The increase in
sales was primarily the result of the pass through of higher raw material
prices.  Gross profit was $33 million
for the six-month period ended June 30, 2006 as compared to $32 million for the
comparable prior year period.  The
increase in gross profit is primarily attributable to the increase in revenues,
offset by an insurance recovery of $3 million in 2005 related to the Companys
closed Delaware Valley Works South Plant.
Selling, general and administrative expense was $13 million for the
six-month period ended June 30, 2006 as compared with $15 million for the
comparable prior year period.  This
decrease was primarily due to cost reduction efforts.  Operating profit was $21 million for the six-month period ended
June 30, 2006 as compared to $15 million for the comparable prior year
period.  This increase is attributable
to the increase in revenues, reduction in selling, general and administrative
expense, offset by the insurance recovery in 2005 for the Companys closed
Delaware Valley Works South Plant.

Financial Condition, Liquidity and Capital Resources

Cash
and cash equivalents were $12 million at June 30, 2006, which was essentially
the same level as at December 31, 2005.
Significant cash flows during the period of 2006 included capital expenditures
of $9 million and debt payments of $25 million, offset by proceeds from sales
of assets of $30 million and cash provided by operations of $3 million.

The
Company had working capital of $138 million at June 30, 2006 as compared to
working capital of $148 million at December 31, 2005.  This decrease in working capital principally reflects a decrease
in assets held for sale offset by increases in accounts receivable and
inventory.

In
April 2006, the Company entered into amendments of its first and second lien
term loan agreements which reduced the interest rate margins by 50 and 150
basis points, respectively.  In
addition, the debt holders agreed to allow a redemption of the second lien term
loan.  On May 1, 2006, the Company repaid
$22 million of its second lien term loan.
This redemption was sourced from proceeds of the Companys sale of its
Canadian wire and cable business.

Cash
payments for employee termination costs and facility exit costs totaled $2
million in the six months ended June 30, 2006.

The
Company has not entered into any off-balance sheet financing arrangements.

During
the first six months of 2006, the Company made $9 million of capital
expenditures and expects to make approximately $17-20 million of capital
expenditures during the remainder of the year.

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, announced acquisitions and working capital requirements
during the remainder of 2006.

-20-

---



Contractual
Obligations

On
May 1, 2006, the Company repaid $22 million of its second lien term loan, 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, 2005 under long-term
debt, with payments due after 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.  FIN 48 will be effective
for the Company beginning in the first quarter of 2007.  The Company is currently evaluating the
impact of adopting FIN 48.

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.

Interest
rate risk

At
June 30, 2006, the Companys debt financing consisted primarily of amounts
outstanding under the Companys term loan credit facility.  The Company had no borrowings under its
revolving 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 $333 million as of June 30,
2006, a 1⁄2 percent change in the weighted-average interest rate would have an
interest impact of approximately $0.1 million each month.

|                  |  |              |  |                                                    |  |                   
|----------------- |  | ------------ |  | -------------------------------------------------- |  | ------------------
|Principal Balance |  | Fair Value   |  | Weighted-Average Interest Rate 
  at June 30, 2006 |  | Scheduled Maturity
|                  |  |              |  |                                                    |  |                   
|$113 million      |  | $115 million |  | 9.32%                                              |  | February 28, 2012 
|$220 million      |  | $223 million |  | 7.52%                                              |  | February 28, 2011 

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 further 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 $4 million at June 30, 2006.

-21-

---



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.

(a)
Disclosure Controls and Procedures.  The
Companys management, with the participation of the Companys Chief Executive
Officer and Chief Financial Officer, has 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 the end of the period covered by this report.  Based on such evaluation, the Companys
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the end of such period, the Companys disclosure controls and procedures are
effective at the reasonable assurance level in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act.

(b)
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.

-22-

---



PART II.
OTHER INFORMATION

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item
  1. | Legal
  Proceedings.                                                                                                                                                                                                                                                                                                                                                                                                              
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|          | This
  information should be read in conjunction with the Companys Annual Report on
  Form 10-K for the fiscal year ended December 31, 2005.                                                                                                                                                                                                                                                                                     
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|          | Richmond Litigation                                                                                                                                                                                                                                                                                                                                                                                                               
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|          | The
  period during which any class member could elect to opt out of the class and
  preliminarily approved class action settlement expired on March 30, 2006 and
  no claimant has opted out of the preliminarily approved settlement.  On May 25, 2006 the Superior Court of the
  State of California, County of Contra Costa granted the parties joint motion
  for an order granting final approval to the class settlement.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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, 2005.                                                                                                                                                                                                                                                 
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                                                                                                                                                                                                                                                                                            

On
May 9, 2006, the Company held its annual meeting of stockholders at the
Sheraton Parsippany Hotel, 199 Smith Road, Parsippany, New Jersey.

Proxies
for the meeting were solicited on behalf of the Board of Directors of the
Company pursuant to Regulation 14A of the General Rules and Regulations of the
Commission.  There was no solicitation
in opposition to the Board of Directors nominees for election as directors as
listed in the Proxy Statement.
Immediately prior to the annual meeting, Board of Director member Dugald
K. Campbell, who was also a director nominee resigned from the Board of
Directors and did not stand for re-election.
All of the remaining nominees were elected.

The
stockholders voted, in person or by proxy, on a proposal to amend the Companys
Second Amended and Restated Certificate of Incorporation to provide for the
annual election of directors, to eliminate the division of directors into
classes thereby creating one class of directors, and to remove certain expired
provisions that placed restrictions on the transfer of the Companys capital
stock.

The
results of the voting are shown below:

|          |  |         |  |         |  |                  
|--------- |  | ------- |  | ------- |  | -----------------
|For       |  | Against |  | Abstain |  | Broker
  Non-Vote
|          |  |         |  |         |  |                  
|8,252,021 |  | 7,798   |  | 1,668   |  | 1,740,973        

-23-

---



The
stockholders also voted, in person or by proxy, on a proposal to elect
directors to serve until the 2007 annual meeting of stockholders or until their
respective successors are elected and duly qualified.

The
results of the voting are shown below:

|                          |  |  |           |  |           |  |        
|------------------------- |  |  | --------- |  | --------- |  | -------
|Name                      |  |  | For       |  | Against   |  | Abstain
|                          |  |  |           |  |           |  |        
|                          |  |  |           |  |           |  |        
|William E.
  Redmond, Jr. |  |  | 9,994,244 |  | 7,301     |  | 915    
|John G.
  Johnson, Jr.    |  |  | 7,050,328 |  | 2,951,228 |  | 904    
|Henry L.
  Druker         |  |  | 9,969,495 |  | 31,907    |  | 1,058  
|John F.
  McGovern        |  |  | 9,231,174 |  | 279,419   |  | 491,867
|Kathleen R.
  Flaherty    |  |  | 6,011,665 |  | 3,989,888 |  | 907    

Item
5. Other Information.

At
a meeting of the Board of Directors on May 9, 2006, the Board elected Richard
A. Rubin as a director to serve for a one (1) year term until the 2007 Annual
Meeting of Stockholders.

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).                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|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).                                                                                                                                                                                        

-24-

---



|     |  |                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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).                                                                                                                                                                                           

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 |  | Retention
  Agreement with Matthew R. Friel (incorporated by reference to the
  Registrants Form 10-Q dated September 30, 2004, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.14 |  | Form of
  Letter Agreement and Term Sheet with Matthew R. Friel (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.15 |  | 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).                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.16 |  | 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).                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.17 |  | 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).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.18 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.19 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                        

-26-

---



|      |  |                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | 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).                                                         
|      |  |                                                                                                                                                                                                                                                                           
|10.21 |  | 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).                                  
|      |  |                                                                                                                                                                                                                                                                           
|10.22 |  | 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).           
|      |  |                                                                                                                                                                                                                                                                           
|10.23 |  | 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).                                              
|      |  |                                                                                                                                                                                                                                                                           
|10.24 |  | 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).
|      |  |                                                                                                                                                                                                                                                                           
|10.25 |  | Second
  Amendment to First Lien Credit and Guaranty Agreement dated July 14, 2006.                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                           
|10.26 |  | Second
  Amendment to Second Lien Credit and Guaranty Agreement dated July 14, 2006.                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                           
|10.27 |  | 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).                                                                      
|      |  |                                                                                                                                                                                                                                                                           
|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 Act of 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.                                                                                      

-27-

---



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 9,
  2006 | /s/ | William E.
  Redmond, Jr.                           
|     |                  |     |                                                     
|     |                  |     | William E. Redmond, Jr.                             
|     |                  |     | President
  and Chief Executive Officer and Director
|     |                  |     | (Principal
  Executive Officer)                     
|     |                  |     |                                                     
|Date | August 9,
  2006 | /s/ | Andrew P.
  Hines                                   
|     |                  |     |                                                     
|     |                  |     | Andrew P. Hines                                     
|     |                  |     | Vice
  President and Chief Financial Officer        
|     |                  |     | (Principal
  Financial and Accounting Officer)      

-28-

---